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SECURITIESAND EXCHANGE COMMISSIONWashington, D.C.20549

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FORM 10-Q

(Mark One)

|  | **QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934** For the quarterly period ended: September 30,2003 |
|--|---------------------------------------------------------------------------------------------------------------------------------------------|

OR

|  | **TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934** For the transition period from                                                to                                          |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission file number 333-23451

REV HOLDINGSLLC

(Exact name of registrantas specified in its charter)

|                                                              |  |                                                              |  |  |  |  |
|--------------------------------------------------------------|--|--------------------------------------------------------------|--|--|--|--|
| **Delaware**                                                 |  | **13-3933701**                                               |
| (Stateor other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer Identification No.)     |
|                                                         |  |
| **35 East 62nd Street, NewYork, New York**                   |  | **10021**                                                    |
| (Address of principal executiveoffices)                      |  | (ZipCode)                                                    |
|                                                              |

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

Indicate by check mark whether the registrant (1) has filedall 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 90days.    Yes   X           No          

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Securities ExchangeAct of1934).    Yes                  No   X   

As of September 30, 2003, the registrant'smembership interest is held by an affiliate of Mafco Holdings Inc.

Total Pages –34    

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REV HOLDINGS LLC ANDSUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (dollars inmillions)

|                                                                   |  |                  |          |                 |  |        |          |         |  |  |
|-------------------------------------------------------------------|--|------------------|----------|-----------------|--|--------|----------|---------|--|--|
| **ASSETS**                                                        |  | September30,2003 |          | December31,2002 |
|                                                              |  | (Unaudited)      |          |            |
| Currentassets:                                                    |  |             |     |            |  |   |     |    |
| Cash and cashequivalents                                          |  | $                | 34.6     |            |  | $      | 85.8     |    |
| Tradereceivables, less allowances of $16.2 and $24.0,respectively |  |             | 179.7    |            |  |   | 212.3    |    |
| Inventories                                                       |  |             | 158.8    |            |  |   | 128.1    |    |
| Prepaidexpenses andother                                          |  |             | 36.6     |            |  |   | 39.9     |    |
| Totalcurrent assets                                               |  |             | 409.7    |            |  |   | 466.1    |    |
| Property,plant and equipment,net                                  |  |             | 136.5    |            |  |   | 133.4    |    |
| Otherassets                                                       |  |             | 166.0    |            |  |   | 154.4    |    |
| Goodwill,net                                                      |  |             | 186.1    |            |  |   | 185.9    |    |
| Totalassets                                                       |  | $                | 898.3    |            |  | $      | 939.8    |    |
| **LIABILITIESAND MEMBER'SDEFICIENCY**                             |  |             |     |            |  |   |     |    |
| Currentliabilities:                                               |  |             |     |            |  |   |     |    |
| Short-termborrowings - thirdparties                               |  | $                | 28.7     |            |  | $      | 25.0     |    |
| Current portionof long-term debt - thirdparties                   |  |             | 80.5     |            |  |   | —  |    |
| Currentportion of long-term debt -affiliates                      |  |             | 23.9     |            |  |   | —  |    |
| Accountspayable                                                   |  |             | 89.2     |            |  |   | 92.9     |    |
| Accruedexpenses andother                                          |  |             | 333.7    |            |  |   | 396.3    |    |
| Totalcurrentliabilities                                           |  |             | 556.0    |            |  |   | 514.2    |    |
| Long-termdebt - third parties                                     |  |             | 1,729.0  |            |  |   | 1,806.5  |    |
| Long-term debt -affiliates                                        |  |             | 127.3    |            |  |   | 38.3     |    |
| Otherlong-termliabilities                                         |  |             | 321.7    |            |  |   | 325.1    |    |
| Member'sdeficiency:                                               |  |             |     |            |  |   |     |    |
| Member'sinterest                                                  |  |             | —  |            |  |   | —  |    |
| Additionalpaid-in-capital                                         |  |             | 361.3    |            |  |   | 307.5    |    |
| Accumulateddeficit since June 24,1992                             |  |             | (2,067.8 | )          |  |   | (1,919.1 | )  |
| Accumulatedother comprehensiveloss                                |  |             | (129.2   | )          |  |   | (132.7   | )  |
| Totalmember'sdeficiency                                           |  |             | (1,835.7 | )          |  |   | (1,744.3 | )  |
| Totalliabilities and member'sdeficiency                           |  | $                | 898.3    |            |  | $      | 939.8    |    |
|                                                                   |

SeeAccompanying Notes to Unaudited Consolidated Condensed FinancialStatements.

1

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

|                                            |  |                                 |        |                               |  |        |        |         |  |        |        |         |  |        |        |         |  |  |
|--------------------------------------------|--|---------------------------------|--------|-------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                       |  | ThreeMonths Ended September 30, |        | Nine Months EndedSeptember30, |
|                                       |  | 2003                            |        | 2002                          |  | 2003   |        | 2002    |
| Netsales                                   |  | $                               | 316.5  |                          |  | $      | 323.2  |    |  | $      | 930.8  |    |  | $      | 906.8  |    |
| Costofsales                                |  |                            | 127.1  |                          |  |   | 121.6  |    |  |   | 363.8  |    |  |   | 350.4  |    |
| Grossprofit                                |  |                            | 189.4  |                          |  |   | 201.6  |    |  |   | 567.0  |    |  |   | 556.4  |    |
| Selling,general and administrativeexpenses |  |                            | 196.9  |                          |  |   | 177.7  |    |  |   | 581.3  |    |  |   | 525.2  |    |
| Restructuringcosts                         |  |                            | 0.4    |                          |  |   | 2.1    |    |  |   | 0.9    |    |  |   | 9.3    |    |
| Operating(loss)income                      |  |                            | (7.9   | )                        |  |   | 21.8   |    |  |   | (15.2  | )  |  |   | 21.9   |    |
| Otherexpenses(income):                     |  |                            |   |                          |  |   |   |    |  |   |   |    |  |   |   |    |
| Interestexpense                            |  |                            | 46.8   |                          |  |   | 42.5   |    |  |   | 136.0  |    |  |   | 125.8  |    |
| Interestincome                             |  |                            | (0.9   | )                        |  |   | (0.8   | )  |  |   | (3.1   | )  |  |   | (2.6   | )  |
| Amortizationof debt issuancecosts          |  |                            | 2.2    |                          |  |   | 2.0    |    |  |   | 6.6    |    |  |   | 5.8    |    |
| Foreigncurrency (gains) losses,net         |  |                            | (0.8   | )                        |  |   | 1.2    |    |  |   | (3.2   | )  |  |   | 3.0    |    |
| Miscellaneous,net                          |  |                            | (0.3   | )                        |  |   | 0.4    |    |  |   | 0.1    |    |  |   | 2.3    |    |
| Otherexpenses,net                          |  |                            | 47.0   |                          |  |   | 45.3   |    |  |   | 136.4  |    |  |   | 134.3  |    |
| Lossbefore incometaxes                     |  |                            | (54.9  | )                        |  |   | (23.5  | )  |  |   | (151.6 | )  |  |   | (112.4 | )  |
| Provision(benefit) for incometaxes         |  |                            | 2.3    |                          |  |   | 1.0    |    |  |   | (2.9   | )  |  |   | (2.2   | )  |
| Netloss                                    |  | $                               | (57.2  | )                        |  | $      | (24.5  | )  |  | $      | (148.7 | )  |  | $      | (110.2 | )  |
|                                            |

SeeAccompanying Notes to Unaudited Consolidated Condensed FinancialStatements.

2

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REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF MEMBER'SDEFICIENCY AND COMPREHENSIVE LOSS (dollars inmillions)

|                                                       |  |                           |        |                    |  |                                      |          |                         |  |        |        |         |  |        |          |         |  |  |
|-------------------------------------------------------|--|---------------------------|--------|--------------------|--|--------------------------------------|----------|-------------------------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                  |  | AdditionalPaid-in-Capital |        | AccumulatedDeficit |  | AccumulatedOtherComprehensiveLoss(a) |          | TotalMember'sDeficiency |
| Balance,January 1,2002                                |  | $                         | 306.7  |               |  | $                                    | (1,627.1 | )                  |  | $      | (61.1  | )  |  | $      | (1,381.5 | )  |
| Comprehensiveloss:                                    |  |                      |   |               |  |                                 |     |                    |  |   |   |    |  |   |     |    |
| Netloss                                               |  |                      |   |               |  |                                 | (110.2   | )                  |  |   |   |    |  |   | (110.2   | )  |
| Currencytranslationadjustment                         |  |                      |   |               |  |                                 |     |                    |  |   | (10.4  | )  |  |   | (10.4    | )  |
| Totalcomprehensiveloss                                |  |                      |   |               |  |                                 |     |                    |  |   |   |    |  |   | (120.6   | )  |
| Balance,September 30,2002                             |  | $                         | 306.7  |               |  | $                                    | (1,737.3 | )                  |  | $      | (71.5  | )  |  | $      | (1,502.1 | )  |
| Balance,January 1,2003                                |  | $                         | 307.5  |               |  | $                                    | (1,919.1 | )                  |  | $      | (132.7 | )  |  | $      | (1,744.3 | )  |
| Netproceeds from Rights Offering (See Note7)          |  |                      | 46.9   |               |  |                                 |     |                    |  |   |   |    |  |   | 46.9     |    |
| Reductionof liabilities assumed from indirectparent   |  |                      | 6.9    | (b)           |  |                                 |     |                    |  |   |   |    |  |   | 6.9      |    |
| Comprehensiveloss:                                    |  |                      |   |               |  |                                 |     |                    |  |   |   |    |  |   |     |    |
| Netloss                                               |  |                      |   |               |  |                                 | (148.7   | )                  |  |   |   |    |  |   | (148.7   | )  |
| Currencytranslationadjustment                         |  |                      |   |               |  |                                 |     |                    |  |   | 5.2    |    |  |   | 5.2      |    |
| Netloss on foreign currency forward exchangecontracts |  |                      |   |               |  |                                 |     |                    |  |   | (1.7   | )  |  |   | (1.7     | )  |
| Totalcomprehensiveloss                                |  |                      |   |               |  |                                 |     |                    |  |   |   |    |  |   | (145.2   | )  |
| Balance,September 30,2003                             |  | $                         | 361.3  |               |  | $                                    | (2,067.8 | )                  |  | $      | (129.2 | )  |  | $      | (1,835.7 | )  |
|                                                       |

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| (a) | Accumulatedother comprehensive loss includes net unrealized losses on revaluationsof foreign currency forward exchange contracts of $1.3 and nil as ofSeptember 30, 2003 and 2002, respectively, net realized losses of $0.4on foreign currency forward exchange contracts as of September 30,2003, cumulative net translation losses of $13.9 and $25.4 as ofSeptember 30, 2003 and 2002, respectively, and adjustments for theminimum pension liability of $113.6 and $46.1 as of September 30, 2003and 2002, respectively. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | During the secondquarter of 2003, the Company resolved various tax audits, whichresulted in a tax benefit of $13.9, of which $6.9 was recorded directlyto capital deficiency since it relates to liabilities assumed by RevlonConsumer Products Corporation ("ProductsCorporation") in connection with the transfer agreementsrelated to Products Corporation's formation in 1992. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

See Accompanying Notes to UnauditedConsolidated Condensed Financial Statements.

3

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REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (dollarsinmillions)

|                                                                                          |  |                               |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------|--|-------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                     |  | NineMonths Ended September30, |
|                                                                                     |  | 2003                          |         | 2002    |
| **CASHFLOWS FROM OPERATING ACTIVITIES:**                                                 |  |
| Netloss                                                                                  |  | $                             | (148.7  | )  |  | $      | (110.2  | )  |
| Adjustmentsto reconcile net loss to net cash (used for) provided by operatingactivities: |  |                          |    |    |  |   |    |    |
| Depreciationandamortization                                                              |  |                          | 80.4    |    |  |   | 88.0    |    |
| Debtdiscountamortization                                                                 |  |                          | 2.4     |    |  |   | 2.1     |    |
| Loss onsale of assets,net                                                                |  |                          | — |    |  |   | 1.0     |    |
| Changein assets and liabilities, net of acquisitions anddispositions:                    |  |                          |    |    |  |   |    |    |
| Decrease(increase) in tradereceivables                                                   |  |                          | 38.6    |    |  |   | (20.0   | )  |
| Increaseininventories                                                                    |  |                          | (24.9   | )  |  |   | (10.6   | )  |
| Decrease(increase) in prepaid expenses and other currentassets                           |  |                          | 1.5     |    |  |   | (3.7    | )  |
| (Decrease)increase in accountspayable                                                    |  |                          | (6.2    | )  |  |   | 10.7    |    |
| Decrease inaccrued expenses and other currentliabilities                                 |  |                          | (77.8   | )  |  |   | (12.1   | )  |
| Purchaseof permanentdisplays                                                             |  |                          | (56.8   | )  |  |   | (53.5   | )  |
| Other,net                                                                                |  |                          | (2.1    | )  |  |   | (12.3   | )  |
| Netcash used for operatingactivities                                                     |  |                          | (193.6  | )  |  |   | (120.6  | )  |
| **CASHFLOWS FROM INVESTINGACTIVITIES:**                                                  |  |                          |    |    |  |   |    |    |
| Capitalexpenditures                                                                      |  |                          | (19.7   | )  |  |   | (9.4    | )  |
| Sale ofmarketablesecurities                                                              |  |                          | — |    |  |   | 1.8     |    |
| Netcash used for investingactivities                                                     |  |                          | (19.7   | )  |  |   | (7.6    | )  |
| **CASHFLOWS FROM FINANCINGACTIVITIES:**                                                  |  |                          |    |    |  |   |    |    |
| Net increase inshort-term borrowings - thirdparties                                      |  |                          | 0.4     |    |  |   | 7.7     |    |
| Proceeds from theissuance of long-term debt - thirdparties                               |  |                          | 187.3   |    |  |   | 94.6    |    |
| Repayment oflong-term debt - thirdparties                                                |  |                          | (186.7  | )  |  |   | (23.5   | )  |
| Proceeds fromthe issuance of long-term debt -affiliates                                  |  |                          | 99.7    |    |  |   | — |    |
| Net proceedsfrom the RightsOffering                                                      |  |                          | 46.9    |    |  |   | — |    |
| Issuance ofSeries C preferred stock by Revlon,Inc.                                       |  |                          | 50.0    |    |  |   | — |    |
| Redemption ofSeries C preferred stock by Revlon,Inc.                                     |  |                          | (50.0   | )  |  |   | — |    |
| Advances underthe KeepwellAgreement                                                      |  |                          | 9.7     |    |  |   | 9.7     |    |
| Payment offinancingcosts                                                                 |  |                          | (3.4    | )  |  |   | (0.3    | )  |
| Netcash provided by financingactivities                                                  |  |                          | 153.9   |    |  |   | 88.2    |    |
| Effectof exchange rate changes on cash and cashequivalents                               |  |                          | 8.2     |    |  |   | (4.1    | )  |
| Netdecrease in cash and cashequivalents                                                  |  |                          | (51.2   | )  |  |   | (44.1   | )  |
| Cashand cash equivalents at beginning ofperiod                                           |  |                          | 85.8    |    |  |   | 103.3   |    |
| Cashand cash equivalents at end ofperiod                                                 |  | $                             | 34.6    |    |  | $      | 59.2    |    |
| Supplementalschedule of cash flowinformation:                                            |  |                          |    |    |  |   |    |    |
| Cashpaid during the periodfor:                                                           |  |                          |    |    |  |   |    |    |
| Interest                                                                                 |  | $                             | 132.9   |    |  | $      | 128.3   |    |
| Income taxes,net ofrefunds                                                               |  |                          | 4.3     |    |  |   | 2.4     |    |
|                                                                                          |

SeeAccompanying Notes to Unaudited Consolidated Condensed FinancialStatements.

4

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS(dollars in millions,except per share data)

(1) Basis ofPresentation

REV Holdings LLC ("REVHoldings" and, together with its subsidiaries, the"Company") is a Delaware limited liabilitycompany formed in December 2002 in connection with the conversion ofits predecessor, REV Holdings Inc., a Delaware corporation formed in1997, into a limited liability company. REV Holdings conducts itsbusiness exclusively through its indirect subsidiary, ProductsCorporation. Products Corporation was formed in April 1992 and, on June24, 1992, succeeded to the assets and liabilities of the cosmetic andskin care, fragrances and personal care products business of its thenparent company, whose name was changed from Revlon, Inc. to RevlonHoldings Inc. (which in December 2002 converted into a limitedliability company known as Revlon Holdings LLC("Holdings")). REV Holdings has had nobusiness operations of its own and its only material asset is11,650,000 shares of Revlon, Inc. Class A common stock, par value $0.01per share (the "Class A Common Stock"), allof the outstanding 31,250,000 shares of Revlon, Inc. Class B commonstock, par value $0.01 per share (the "Class B CommonStock" and, together with the Class A Common Stock, the"Common Stock"). These holdings, representingapproximately 62% of the outstanding shares of Common Stock ofRevlon, Inc., together with the 14,590,347 outstanding shares of ClassA Common Stock owned by MacAndrews & Forbes Holdings Inc.("MacAndrews Holdings"), representapproximately 83% of Revlon, Inc.'s outstanding shares ofCommon Stock (which together represent approximately 97% of thecombined voting power of those outstanding shares). REV Holdings alsoowns all of the outstanding 4,333 shares of Revlon, Inc. Series BConvertible Preferred Stock, par value $0.01 per share (each of whichis entitled to 100 votes and each of which is convertible into 100shares of Class A Common Stock). Revlon, Inc. in turn, owns all of thecapital stock of Products Corporation. The REV Holdings membershipinterest is owned by its sole member, Holdings, whose membershipinterest in turn is owned indirectly by MacAndrews Holdings, acorporation wholly owned indirectly through Mafco Holdings Inc.("Mafco Holdings" and, together withMacAndrews Holdings, "MacAndrews &Forbes") by Ronald O. Perelman.

The accompanyingConsolidated Condensed Financial Statements are unaudited. Inmanagement's opinion, all adjustments (consisting of only normalrecurring accruals) necessary for a fair presentation have beenmade.

The Unaudited Consolidated Condensed Financial Statementsinclude the accounts of the Company after elimination of all materialintercompany 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 Condensed Financial Statements should be read inconjunction with the consolidated financial statements and relatednotes contained in the Company's Annual Report on Form 10-K forthe year ended December 31, 2002.

The results of operations andfinancial position, including working capital, for interim periods arenot necessarily indicative of those to be expected for a full year.

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

In July 2002,the FASB issued Statement No. 146, "Accounting for CostsAssociated with Exit or Disposal Activities." Thisstatement nullifies EITF Issue No. 94-3, "LiabilityRecognition for Certain 

5

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

Employee Termination Benefits and Other Coststo Exit an Activity (including Certain Costs Incurred in aRestructuring)." Statement No. 146 requires that aliability for the fair value of costs associated with an exit ordisposal activity be recognized when the liability is incurred. Theprovisions of Statement No. 146 are effective for exit or disposalactivities initiated after December 31, 2002 and thus became effectivefor the Company on January 1, 2003. The Company adopted the provisionsof Statement No. 146 effective January 1, 2003 and such adoption had noeffect on its consolidated financial statements.

In November2002, the FASB issued Interpretation No. 45,"Guarantor's Accounting and Disclosure Requirementsfor Guarantees, Including Indirect Guarantees of Indebtedness ofOthers." Interpretation No. 45 requires the guarantor torecognize a liability for the contingent and non-contingent componentof a guarantee; which means (a) the guarantor has undertaken anobligation to stand ready to perform in the event that specifiedtriggering events or conditions occur and (b) the guarantor hasundertaken a contingent obligation to make future payments if suchtriggering events or conditions occur. The initial measurement of thisliability is the fair value of the guarantee at inception. The Companyis required to recognize the liability even if it is not probable thatpayments will be required under the guarantee or if the guarantee wasissued with a premium payment or as part of a transaction with multipleelements. Interpretation No. 45 also requires additional disclosuresrelated to guarantees that have certain specified characteristics. TheCompany adopted the disclosure provisions of Interpretation No. 45 inits financial statements as of and for the year ended December 31,2002. Additionally, the recognition and measurement provisions ofInterpretation No. 45 are effective for all guarantees entered into ormodified after December 31, 2002. The Company adopted the recognitionand measurement provisions of Interpretation No. 45 effective January1, 2003 and such adoption had no effect on its consolidated financialstatements.

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

|                                                                                                               |  |                                |       |                              |  |        |       |         |  |        |        |         |  |        |        |         |  |  |
|---------------------------------------------------------------------------------------------------------------|--|--------------------------------|-------|------------------------------|--|--------|-------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                                                          |  | ThreeMonths EndedSeptember 30, |       | Nine MonthsEndedSeptember30, |
|                                                                                                          |  | 2003                           |       | 2002                         |  | 2003   |       | 2002    |
| Netloss asreported                                                                                            |  | $                              | (57.2 | )                       |  | $      | (24.5 | )  |  | $      | (148.7 | )  |  | $      | (110.2 | )  |
| Add:Stock-based employee compensation included in reported netloss                                            |  |                           | 0.5   |                         |  |   | 0.4   |    |  |   | 1.5    |    |  |   | 1.1    |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards |  |                           | (1.5  | )                       |  |   | (1.8  | )  |  |   | (6.1   | )  |  |   | (4.1   | )  |
| Proforma net loss                                                                                             |  | $                              | (58.2 | )                       |  | $      | (25.9 | )  |  | $      | (153.3 | )  |  | $      | (113.2 | )  |
|                                                                                                               |

Theeffects of applying SFAS No. 123 in this pro forma disclosure are notnecessarily indicative of future amounts.

6

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

(2)Inventories

|                           |  |                  |       |                  |  |        |       |        |  |  |
|---------------------------|--|------------------|-------|------------------|--|--------|-------|--------|--|--|
|                      |  | September30,2003 |       | December 31,2002 |
| Rawmaterials and supplies |  | $                | 52.6  |             |  | $      | 36.7  |   |
| Work-in-process           |  |             | 12.8  |             |  |   | 11.1  |   |
| Finished goods            |  |             | 93.4  |             |  |   | 80.3  |   |
|                      |  | $                | 158.8 |             |  | $      | 128.1 |   |
|                           |

(3)Other Assets

Included in other assets are trademarks, net, andpatents, net. The amounts outstanding for these intangible assets atSeptember 30, 2003 and December 31, 2002 were as follows: fortrademarks, net, $7.4 and $7.4, respectively, and for patents, net,$4.1 and $4.7, respectively. Amortization expense for the third quarterand nine months ended September 30, 2003 and 2002 was $0.5 and $1.3,respectively, and $0.4 and $1.2, respectively. The Company'sintangible assets other than goodwill continue to be subject toamortization, which is anticipated to be approximately $1.9 annuallythrough December 31, 2008.

(4) Restructuring and Other Costs,Net

During the third quarter of 2000, the Company initiated anew restructuring program in line with the original restructuring plandeveloped in late 1998, designed to improve profitability by reducingpersonnel and consolidating manufacturing facilities. The 2000restructuring program focused on the Company's plans to close itsmanufacturing operations in Phoenix, Arizona and Mississauga, Canadaand to consolidate its cosmetics production into its plant in Oxford,North Carolina. The 2000 restructuring program also includes theremaining obligation for excess leased real estate in theCompany's headquarters, consolidation costs associated with theCompany closing its facility in New Zealand, and the elimination ofseveral domestic and international executive and operational positions,each of which were effected to reduce and streamline corporate overheadcosts. During the third quarter and nine months ended September 30,2003 and 2002, the Company continued to implement the 2000restructuring program, as well as other restructuring actions, andrecorded charges of $0.1 and $0.1, respectively, and $2.1 and $9.3,respectively, principally for additional employee severance and otherpersonnel benefits, primarily resulting from reductions in theCompany's worldwide sales force, relocation and other costsrelated to the consolidation of the Company's worldwideoperations.

In connection with the 2000 restructuring program,termination benefits for 2,457 employees were included in theCompany's restructuring charges, and all such employees that wereto be terminated had been terminated as of September 30, 2003.

Details of the activity associated with the 2000 restructuringprogram during the nine-month period ended September 30, 2003 are asfollows:

|                                                |  |                   |         |        |  |              |         |                     |  |        |         |         |  |        |         |        |  |        |         |        |  |  |
|------------------------------------------------|--|-------------------|---------|--------|--|--------------|---------|---------------------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                           |  | BalanceAsof1/1/03 |         |   |  | Utilized,Net |         | BalanceAs of9/30/03 |
|                                           |  | Expenses,Net      |         | Cash   |  | Noncash      |         |
| Employee severanceand other personnel benefits |  | $                 | 7.0     |   |  | $            | — |                |  | $      | (4.1    | )  |  | $      | — |   |  | $      | 2.9     |   |
| Leasesand equipment write-offs                 |  |              | 3.9     |   |  |         | — |                |  |   | (1.1    | )  |  |   | — |   |  |   | 2.8     |   |
| Relocation                                     |  |              | — |   |  |         | 0.1     |                |  |   | (0.1    | )  |  |   | — |   |  |   | — |   |
| Otherobligations                               |  |              | 0.9     |   |  |         | — |                |  |   | — |    |  |   | — |   |  |   | 0.9     |   |
|                                           |  | $                 | 11.8    |   |  | $            | 0.1     |                |  | $      | (5.3    | )  |  | $      | — |   |  | $      | 6.6     |   |
|                                                |

Duringthe third quarter and nine months ended September 30, 2003, the Companyrecorded a separate charge of $0.3 and $0.8, respectively, principallyfor employee severance and other personnel 

7

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

benefits for 136 employees in certain LatinAmerican and European operations, as to which 111 employees have beenterminated as of September 30, 2003. The remaining balance of $0.2 atSeptember 30, 2003 relating to the charges which were recorded duringthe nine-month period ended September 30, 2003 are expected to be paidby the first quarter of 2004.

(5) Geographic Information

The Company manages its business on the basis of one reportableoperating segment. The Company's results of operations and thevalue of its foreign assets and liabilities may be adversely affectedby, among other things, weak economic conditions, politicaluncertainties, military actions, adverse currency fluctuations andcompetitiveactivities.

|                         |  |                                |       |                               |  |        |       |        |  |        |       |        |  |        |       |        |  |  |
|-------------------------|--|--------------------------------|-------|-------------------------------|--|--------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
| Geographicareas:        |  | Three MonthsEndedSeptember 30, |       | Nine Months EndedSeptember30, |
| Netsales:               |  | 2003                           |       | 2002                          |  | 2003   |       | 2002   |
| UnitedStates            |  | $                              | 198.6 |                          |  | $      | 221.1 |   |  | $      | 604.3 |   |  | $      | 614.2 |   |
| Canada                  |  |                           | 13.5  |                          |  |   | 10.9  |   |  |   | 37.5  |   |  |   | 31.2  |   |
| UnitedStates and Canada |  |                           | 212.1 |                          |  |   | 232.0 |   |  |   | 641.8 |   |  |   | 645.4 |   |
| International           |  |                           | 104.4 |                          |  |   | 91.2  |   |  |   | 289.0 |   |  |   | 261.4 |   |
|                    |  | $                              | 316.5 |                          |  | $      | 323.2 |   |  | $      | 930.8 |   |  | $      | 906.8 |   |
|                         |

|                         |  |                  |       |                 |  |        |       |        |  |        |        |        |  |  |
|-------------------------|--|------------------|-------|-----------------|--|--------|-------|--------|--|--------|--------|--------|--|--|
| Long-livedassets:       |  | September30,2003 |       | December31,2002 |  |   |
| United States           |  | $                | 401.6 |            |  | $      | 395.6 |   |  |   |   |   |
| Canada                  |  |             | 7.8   |            |  |   | 3.5   |   |  |   |   |   |
| UnitedStates and Canada |  |             | 409.4 |            |  |   | 399.1 |   |  |   |   |   |
| International           |  |             | 79.2  |            |  |   | 74.6  |   |  |   |   |   |
|                    |  | $                | 488.6 |            |  | $      | 473.7 |   |  |   |   |   |
|                         |

|                                     |  |                                |       |                               |  |        |       |        |  |        |       |        |  |        |       |        |  |  |
|-------------------------------------|--|--------------------------------|-------|-------------------------------|--|--------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
| Classesof similar products:         |  | Three MonthsEndedSeptember 30, |       | Nine Months EndedSeptember30, |
| Netsales:                           |  | 2003                           |       | 2002                          |  | 2003   |       | 2002   |
| Cosmetics, skin care and fragrances |  | $                              | 210.0 |                          |  | $      | 212.4 |   |  | $      | 616.2 |   |  | $      | 581.3 |   |
| Personalcare                        |  |                           | 106.5 |                          |  |   | 110.8 |   |  |   | 314.6 |   |  |   | 325.5 |   |
|                                |  | $                              | 316.5 |                          |  | $      | 323.2 |   |  | $      | 930.8 |   |  | $      | 906.8 |   |
|                                     |

(6)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 are recorded inthe Statement of Operations when the underlying transactions hedged arerealized (e.g., when inventory is sold or intercompany transactions aresettled). The Company enters into these contracts with a counterpartythat is a major financial institution, and accordingly the Companybelieves that the risk of counterparty nonperformance is remote. Thenotional amount of the foreign currency forward exchange contractsoutstanding at September 30, 2003 was $18.9. The fair value of theforeign currency forward exchange contracts outstanding at September30, 2003 was $(1.3).

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

(7) Rights Offering and Long-termDebt

In December 2002, Revlon, Inc,'s principalstockholder, MacAndrews & Forbes, proposed providing Revlon, Inc.and Products Corporation with up to $150 in cash in order to help funda portion of the costs and expenses associated with implementing thestabilization and growth phase of the Company's plan and forgeneral corporate purposes. Revlon, Inc.'s Board of Directorsappointed a special committee of independent directors to evaluate theproposal made by MacAndrews & Forbes. The special committeereviewed and considered the proposal and negotiated enhancements to theterms of the proposal. In February 2003, the enhanced proposal wasrecommended to Revlon, Inc.'s Board of Directors by the specialcommittee of Revlon, Inc.'s Board of Directors and approved byRevlon, Inc.'s full board.

In connection with MacAndrews& Forbes' enhanced proposal, in February 2003 Revlon, Inc.entered into an investment agreement with MacAndrews Holdings (the"Investment Agreement") pursuant to whichRevlon, Inc. undertook and, on June 20, 2003, completed, a $50 equityrights offering (the "Rights Offering") inwhich its stockholders purchased additional shares of Revlon,Inc.'s Class A Common Stock. Pursuant to the Rights Offering,Revlon, Inc. distributed to each stockholder of record of its Class ACommon Stock and its Class B Common Stock, as of the close of businesson May 12, 2003, the record date set by the Board of Directors ofRevlon, Inc., at no charge, one transferable subscription right foreach 2.9403 shares of Common Stock owned. Each subscription rightenabled the holder to purchase one share of Class A Common Stock at asubscription price equal to $2.84, representing 80% of the $3.55closing price per share of Revlon, Inc.'s Class A Common Stock onthe New York Stock Exchange ("NYSE") on May12, 2003, the record date of the Rights Offering.

Pursuant tothe over-subscription privilege in the Rights Offering, each rightsholder that exercised its basic subscription privilege in full couldalso subscribe for additional shares of Class A Common Stock at thesame subscription price per share, to the extent that otherstockholders did not exercise their subscription rights in full. As aresult of there being an insufficient number of shares available tofully satisfy the over-subscription privilege requests, the availableshares were sold pro rata among subscription rights holders whoexercised their over-subscription privilege, based on the number ofshares each subscription rights holder subscribed for under the basicsubscription privilege.

As a Revlon, Inc. stockholder,MacAndrews Holdings, through REV Holdings, would have received its prorata subscription rights in the Rights Offering and would also havebeen entitled to exercise an over-subscription privilege. However,MacAndrews Holdings agreed not to exercise either its basic orover-subscription privileges. Instead, MacAndrews Holdings agreed topurchase the shares of Revlon, Inc.'s Class A Common Stock thatit would otherwise have been entitled to acquire pursuant to its basicsubscription privilege (equal to approximately 83% of the sharesavailable for purchase under the Rights Offering, or approximately$41.5) in a private placement direct from Revlon, Inc. In addition, ifany shares remained following the exercise of the basic subscriptionprivileges and the over-subscription privileges by other right holders,MacAndrews Holdings agreed to back-stop the Rights Offering bypurchasing the remaining shares of Class A Common Stock offered but notpurchased by other stockholders (approximately 17% of the sharesoffered in the Rights Offering, or an additional approximate $8.5),also in a private placement.

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

9

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

In addition, in accordance with theenhanced proposal, MacAndrews Holdings also made available a $100million term loan to Products Corporation (the "MacAndrews& Forbes $100 million term loan"). The InvestmentAgreement provided that if, prior to the consummation of the RightsOffering, Products Corporation had fully drawn the MacAndrews &Forbes $100 million term loan and the implementation of thestabilization and growth phase of the Company's plan caused it torequire some or all of the $50 of funds that Revlon, Inc. would raisefrom the Rights Offering, MacAndrews Holdings would advance Revlon,Inc. these funds prior to closing the Rights Offering by purchasing upto $50 of newly-issued shares of Revlon, Inc.'s Series Cpreferred stock, which would be redeemed with the proceeds Revlon, Inc.received from the Rights Offering (this investment in Revlon,Inc.'s Series C preferred stock (which was non-voting,non-dividend paying and non-convertible) is referred to as the"$50 million Series C preferred stockinvestment"). During the second quarter of 2003, prior tothe consummation of the Rights Offering, MacAndrews Holdings agreed towaive the condition that the MacAndrews & Forbes $100 million termloan be fully drawn before it would be required to purchase up to $50of Revlon, Inc.'s Series C preferred stock. During the secondquarter of 2003, prior to the consummation of the Rights Offering,MacAndrews Holdings purchased $50 of Revlon, Inc.'s Series Cpreferred stock, which was redeemed with the gross proceeds Revlon,Inc. received from the Rights Offering. Revlon, Inc. made a series ofcapital contributions of the proceeds from such issuances of Series Cpreferred stock to Products Corporation, which proceeds ProductsCorporation used to help fund a portion of the costs and expensesassociated with implementing the stabilization and growth phase of itsplan and for general corporate purposes. The MacAndrews & Forbes$100 million term loan has a final maturity date of December 1, 2005and interest on such loan of 12.0% is not payable in cash, butwill accrue and be added to the principal amount each quarter and bepaid in full at final maturity.

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

In connection with the transactions withMacAndrews & Forbes described above, and as a result of ProductsCorporation's operating results for the fourth quarter of 2002and the effect of the acceleration of the Company'simplementation of the stabilization and growth phase of its plan,Products Corporation entered into an amendment in February 2003 of itsCredit Agreement with its bank lenders and secured waivers ofcompliance with certain covenants under the Credit Agreement. Inparticular, EBITDA (as defined in the Credit Agreement) was $35.2 forthe four consecutive fiscal quarters ended December 31, 2002, which wasless than the minimum of $210 required under the EBITDA covenant of theCredit Agreement for that period and Products Corporation'sleverage ratio was 5.09:1.00, which was in excess of the maximum ratioof 1.4:1.00 permitted under the leverage ratio covenant of the CreditAgreement for that period. Accordingly, Products Corporation sought andsecured waivers of compliance with these covenants for the fourquarters ended December 31, 2002 and, in light of the Company'sexpectation that the continued implementation of the stabilization andgrowth phase of the Company's plan would affect the ability ofProducts Corporation to comply with these covenants during 2003,Products Corporation also secured an amendment to eliminate the EBITDAand leverage ratio covenants for the first three 

10

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

quarters of 2003 and a waiver of compliancewith such covenants for the four quarters ending December 31, 2003expiring on January 31, 2004.

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

The Companyexpects that operating revenues, cash on hand, and funds available forborrowing under the Credit Agreement, the Mafco Loans, the $25 millionM&F Loan (as hereinafter defined) and advances under the KeepwellAgreement (as hereinafter defined) will be sufficient to enable theCompany to cover its operating expenses for 2003, including cashrequirements in connection with the Company's operations, thestabilization and growth phase of the Company's plan, cashrequirements in connection with the Company's restructuringprograms referred to above and the debt service requirements of theCompany and its subsidiaries and interest on the REV Holdings Notes (asdefined below). The U.S. mass-market color cosmetics category duringthe third quarter and the nine months ended September 30, 2003 has beensofter than expected. Despite this softness in the U.S. mass-marketcolor cosmetics category, based upon the Company's belief thatits stabilization and growth plan is proving effective, the Companyintends to continue to support its stabilization and growth plan,including for brand support. To help fund the costs and expenses of thestabilization and growth plan, in July 2003, MacAndrews Holdings agreedto make available to Products Corporation in 2003 the full $65 underthe MacAndrews & Forbes $65 million line of credit, $25 of whichwas scheduled to become available on January 1, 2004. Additionally,Products Corporation has received a commitment from MacAndrews &Forbes to provide, if necessary, from and after the fourth quarter of2003 up to an additional $25 in working capital support (the"$25 million M&F Loan"), as well as anadditional working capital loan of up to $100 for 2004 (the"2004 M&F Loan"). The $25 million M&FLoan and the 2004 M&F Loan are each subject to MacAndrews &Forbes and Products Corporation reaching agreement on terms that areexpected to be substantially the same as the MacAndrews & Forbes$100 million term loan, as well as to approval by ProductsCorporation's Board of Directors. The 2004 M&F Loan is alsosubject to Products Corporation's receiving the consent of amajority of the lenders under Products Corporation's CreditAgreement, which Products Corporation expects to obtain in connectionwith the waiver or amendment it expects to obtain before January 31,2004. As of November 12, 2003, Products Corporation had utilized $243.9under the 2001 Credit Agreement, all of the MacAndrews & Forbes$100 million term loan, and $37.2 of the MacAndrews & Forbes $65million line of credit. The Mafco Loans, the $25 million M&F Loanand the net proceeds from the Rights Offering are intended to help fundthe stabilization and growth phase of the Company's plan and todecrease the risk that would otherwise exist if the Company were tofail to meet its debt and ongoing obligations as they became due in2003. However, there can be no assurance that such funds will besufficient to meet the Company's cash requirements on aconsolidated basis. If the Company's anticipated level of revenuegrowth is not achieved because, for example, of decreased consumerspending in response to weak economic conditions or weakness in thecosmetics category, increased competition from the Company'scompetitors or the Company's marketing plans are not assuccessful as anticipated, or if the Company's expensesassociated with implementation of the stabilization and growth phase ofthe Company's plan exceed the anticipated level of expenses, theCompany's current sources of funds may be insufficient to meetthe Company's cash requirements. 

11

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

Additionally, in the event of a decrease indemand for Products Corporation's products or reduced sales orlack of increases in demand and sales as a result of the stabilizationand growth phase of the Company's plan, such development, ifsignificant, could reduce Products Corporation's operatingrevenues and could adversely affect Products Corporation'sability to achieve certain financial covenants under the CreditAgreement and in such event the Company could be required to takemeasures, including reducing discretionary spending. If the Company isunable to satisfy such cash requirements from these sources, theCompany could be required to adopt one or more alternatives, such asdelaying the implementation of or revising aspects of the stabilizationand growth phase of its plan, reducing or delaying purchases of walldisplays or advertising or promotional expenses, reducing or delayingcapital spending, delaying, reducing or revising restructuringprograms, restructuring subsidiary indebtedness, selling assets oroperations, seeking additional capital contributions or loans fromMacAndrews & Forbes, the Company's other affiliates and/orthird parties, selling additional equity securities of Revlon, Inc.,selling its equity securities or reducing other discretionary spending.The Company has substantial debt maturing in 2004 and 2005, which willrequire refinancing, consisting of $80.5 of the REV Holdings Notes duein 2004 and the following due in 2005: $246.3 (assuming the maximumamount is borrowed) under the Credit Agreement and $363.0 of ProductsCorporation's 12% Senior Secured Notes due 2005 (the"12% Notes"), as well as any amountsborrowed under the Mafco Loans (the MacAndrews & Forbes $65 millionline of credit is due December 31, 2004), the $25 million M&F Loanand the 2004 M&F Loan.

The Company expects that ProductsCorporation will need to seek a further amendment to the CreditAgreement or a waiver of the EBITDA and leverage ratio covenants underthe Credit Agreement prior to the expiration of the existing waiver onJanuary 31, 2004 because the Company does not expect that its operatingresults, including after giving effect to various actions under thestabilization and growth phase of the Company's plan, will allowProducts Corporation to satisfy those covenants for the fourconsecutive fiscal quarters ending December 31, 2003. The minimumEBITDA required to be maintained by Products Corporation under theCredit Agreement is $230 for each of the four consecutive fiscalquarters ending on December 31, 2003 (which covenant was waived throughJanuary 31, 2004), March 31, 2004, June 30, 2004 and September 30, 2004and $250 for any four consecutive fiscal quarters ending December 31,2004 and thereafter and the leverage ratio covenant under the CreditAgreement will permit a maximum ratio of 1.10:1.00 for any fourconsecutive fiscal quarters ending on or after December 31, 2003 (whichlimit was waived through January 31, 2004 for the four fiscal quartersending December 31, 2003). In addition, after giving effect to theamendment, the Credit Agreement also contains a $20 minimum liquiditycovenant. While the Company expects that Products Corporation'sbank lenders will consent to such amendment or waiver request and theamendment to permit Products Corporation to borrow under the 2004M&F Loan, there can be no assurance that they will or that theywill do so on terms that are favorable to Products Corporation. IfProducts Corporation is unable to obtain such amendment or waiver, itcould be required to refinance the Credit Agreement or repay it withproceeds from the sale of assets or operations, or additional capitalcontributions or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties or seeking tohave Revlon, Inc. sell additional equity securities. In the event thatProducts Corporation were unable to obtain such a waiver or amendmentand Products Corporation were not able to refinance or repay the CreditAgreement, Products Corporation's inability to meet the financialcovenants for the four consecutive fiscal quarters ending December 31,2003 would constitute an event of default under ProductsCorporation's Credit Agreement, which would permit the banklenders to accelerate the Credit Agreement, which in turn wouldconstitute an event of default under the indentures governing ProductsCorporation's debt if the amount accelerated exceeds $25.0 andsuch default remains uncured within 10 days of notice from the trusteeunder the applicable indenture.

There can be no assurance thatthe Company would be able to take any of the actions referred to in thepreceding two paragraphs because of a variety of commercial or marketfactors or constraints in the Company's debt instruments,including, for example, Products Corporation's inability to reachagreement 

12

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

with its bank lenders on refinancing termsthat are acceptable to the Company before the waiver of its financialcovenants expires on January 31, 2004, market conditions beingunfavorable for an equity or debt offering, or that the transactionsmay not be permitted under the terms of the Company's variousdebt instruments then in effect, because of restrictions on theincurrence of debt, incurrence of liens, asset dispositions and relatedparty transactions. In addition, such actions, if taken, may not enablethe Company to satisfy its cash requirements if the actions do notgenerate a sufficient amount of additional capital.

REVHoldings, as a holding company, will be dependent on distributions withrespect to its approximately 62% ownership interest in Revlon,Inc. from the earnings generated by Products Corporation and advancesunder the Keepwell Agreement (as hereinafter defined) to pay itsexpenses and to pay interest and the principal amount at maturity ofthe REV Holdings Notes. The terms of the Credit Agreement, the MafcoLoans, the $25 million M&F Loan, the 2004 M&F Loan, the12% Notes, the 8 5/8% Notes, the 8 1/8% Notes andthe 9% Notes (each of which is hereinafter defined) generallyrestrict Products Corporation from paying dividends or makingdistributions, except that Products Corporation is permitted to paydividends and make distributions to Revlon, Inc., among other things,to enable Revlon, Inc. to pay expenses incidental to being a publicholding company, including, among other things, professional fees suchas legal and accounting fees, regulatory fees such as Securities andExchange Commission (the "Commission") filingfees and other miscellaneous expenses related to being a public holdingcompany and, subject to certain limitations, to pay dividends or makedistributions in certain circumstances to finance the purchase byRevlon, Inc. of its Class A Common Stock in connection with thedelivery of such Class A Common Stock to grantees under the Revlon,Inc. Amended and Restated 1996 Stock Plan (as may be amended andrestated from time to time, the "Amended StockPlan").

On February 12, 2001, REV Holdings issued$80.5 principal amount of its 12% Senior Discount Notes due 2004(the "REV Holdings Notes"), which were issuedin exchange for a like principal amount of the Senior Secured DiscountNotes due 2001 (the "Senior Secured DiscountNotes"). The REV Holdings Notes bear interest at12% per year, are payable semi-annually, and mature on February1, 2004. Accordingly, the REV Holdings Notes are classified as acurrent liability in the unaudited consolidated condensed balance sheetat September 30, 2003. As discussed below, REV Holdings has proposed tooffer to exchange the REV Holdings Notes for 13% Senior SecuredNotes due 2007 (the "New REV HoldingsNotes"). However, there can be no assurance that, ifcommenced, REV Holdings will be able to consummate the exchangeoffer.

REV Holdings has entered into a Keepwell Agreement withGSB Investments Corp., one of its affiliates (the"Keepwell Agreement"), pursuant to which GSBInvestments Corp. agreed to provide REV Holdings with funds in anamount equal to any interest payments due on the REV Holdings Notes, tothe extent that REV Holdings does not have sufficient funds on hand tomake such payments on the applicable due dates. However, the KeepwellAgreement is not a guarantee of the payment of interest on the REVHoldings Notes. The obligations of GSB Investments Corp. under theKeepwell Agreement are only enforceable by REV Holdings, and may not beenforced by the holders of the REV Holdings Notes or the trustee underterms of the indenture governing the REV Holdings Notes (the"Indenture"). The failure of GSB InvestmentsCorp. to make a payment to REV Holdings under the Keepwell Agreementwill not be an event of default under the Indenture. Further, theIndenture has no requirement that REV Holdings maintain the KeepwellAgreement. In addition, although REV Holdings has the right to enforcethe Keepwell Agreement, there can be no assurance that GSB InvestmentsCorp. will have sufficient funds to make any payment to REV Holdingsunder the Keepwell Agreement or that it will comply with itsobligations under the Keepwell Agreement.

REV Holdings currentlyanticipates that it will be dependent upon advances under the KeepwellAgreement to pay interest when due under the REV Holdings Notes.However, the Company currently anticipates that it will be required toadopt one or more alternatives to pay the principal amount at

13

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS** — (Continued)**(dollars in millions,except per share data)

maturity of the REV Holdings Notes, such asthe proposed exchange offer, 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 the Company to pay the principal amountat maturity of the REV Holdings Notes or that any of such actions wouldbe permitted by the terms of the Indenture or any other debtinstruments 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. MacAndrews & Forbes hasinformed REV Holdings that it currently intends to make a capitalcontribution to REV Holdings in order to provide REV Holdings with thecash to pay the principal amount of the REV Holdings Notes that remainoutstanding following consummation of the exchange offer. However, noneof the Company's affiliates, including MacAndrews & Forbes,are required to make any capital contributions, loans or other paymentsto REV Holdings with respect to principal or interest on the REVHoldings Notes (other than as provided in the Keepwell Agreement) andtherefore there can be no assurance that the Company will receive suchpayments prior to February 1, 2004.

On October 17, 2003, REVHoldings filed a registration statement on Form S-4 with the Commissionwith respect to an offer to exchange the REV Holdings Notes for the NewREV Holdings Notes. The New REV Holdings Notes would be secured by 104shares of Revlon, Inc.'s Class A Common Stock per $1,000principal amount of the New REV Holdings Notes, as compared to the 52shares of Revlon, Inc.'s Class A Common Stock per $1,000principal amount securing the REV Holdings Notes. In connection withthis offer, GSB Investments Corp. has proposed to enter into anagreement with REV Holdings (the "New KeepwellAgreement"), pursuant to which GSB Investments Corp. willagree to provide REV Holdings with funds in an amount equal to anyinterest payments due on the New REV Holdings Notes, to the extent thatREV Holdings does not have sufficient funds on hand to make suchpayments on the applicable due dates. There can be no assurance as tothe successful consummation of the exchange offer.

At September30, 2003 and November 13, 2003, GSB Investments Corp. ownedapproximately 14.2 million and 12.3 million shares, respectively, ofcommon stock of Citigroup Inc. ("Citigroup CommonStock" and "Citigroup",respectively). At September 30, 2003 and November 13, 2003 the closingprice of Citigroup Common Stock on the NYSE was $45.51 and $47.10 pershare, respectively. At September 30, 2003 and November 13, 2003,approximately 10.2 million and 11.4 million shares of Citigroup CommonStock, respectively, owned by GSB Investments Corp. were pledged tosecure forward contracts and loan agreements and 0.9 million shareswere held in escrow pursuant to the terms of a stockholders agreementbetween GSB Investments Corp. and Citigroup.

Citigroup has paidquarterly dividends, which have increased from $0.12 per share in thesecond quarter of 2000 to $0.35 per share in the third quarter of 2003.The forward contracts to which GSB Investments Corp. is a party containrestrictions on the amount of dividends that GSB Investments Corp.would be entitled to receive on certain of its pledged Citigroup CommonStock. If Citigroup were to pay quarterly dividends at the rate of$0.35 per share, GSB Investments Corp. were to continue to ownapproximately 12.3 million shares of Citigroup Common Stock and nofurther agreements were entered into restricting GSB InvestmentsCorp.'s right to receive dividends, GSB Investments Corp. wouldhave sufficient income from dividends paid on its Citigroup CommonStock to make the payments to REV Holdings that it might be required tomake under the Keepwell Agreement. However, there can be no assurancethat Citigroup, which neither GSB Investments Corp. nor the Companycontrols, will continue to pay dividends at this rate, if at all, thatGSB Investments Corp. will continue to own shares of Citigroup

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDCONDENSEDFINANCIAL STATEMENTS**(Concluded)**(dollars in millions,except per share data)

Common Stock in an amount sufficient tocover advances under the Keepwell Agreement or that GSB InvestmentsCorp. will not enter into any further agreements restricting its rightto receive dividends on its Citigroup Common Stock.

If GSBInvestments Corp. fails to comply with its obligations under theforward contracts and loan agreements that are secured by the pledge ofits 11.4 million shares of Citigroup Common Stock, the beneficiary ofsuch pledge could enforce its rights with respect to such collateraland could deprive GSB Investments Corp. of its rights to receivedividends on such pledged shares. GSB Investments Corp. has advised REVHoldings that, if GSB Investments Corp. does not receive sufficientdividend income from its Citigroup Common Stock to satisfy itsobligations under the Keepwell Agreement, GSB Investments Corp. expectsto obtain capital contributions or loans from affiliates to satisfysuch obligations. There can be no assurance that GSB Investments Corp.could obtain any such funds because its affiliates are under noobligation to provide them to GSB Investments Corp.

In Februaryand August 2003, GSB Investments Corp. made non-interest bearingadvances of $4.8 and $4.9, respectively, to REV Holdings under theKeepwell Agreement, which were respectively used to make the February1, 2003 and August 1, 2003 interest payments on the REV Holdings Notes.The Keepwell Agreement will terminate at such time as there are no REVHoldings Notes outstanding, at which time GSB Investments Corp. mayrequire repayment of advances under the Keepwell Agreement.

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS(dollars in millions, except per sharedata)

Overview

The Company operatesin a single segment and manufactures, markets and sells an extensivearray of cosmetics and skin care, fragrances and personal careproducts. In addition, the Company has a licensing group.

TheCompany has accelerated the implementation of the stabilization andgrowth phase of its three-part plan, which, following detailedevaluations and research, includes the following key actions andinvestments, among others: (i) increasing advertising and mediaspending and effectiveness; (ii) increasing the marketing effectivenessof the Company's wall displays, by among other things,reconfiguring wall displays at its existing retail customers,streamlining its product assortment and reconfiguring product placementon its wall displays and rolling out the new wall displays; (iii)selectively adjusting prices on certain SKUs; (iv) furtherstrengthening the Company's new product development process; and(v) implementing a comprehensive program to develop and train theCompany's employees.

Discussion of Critical AccountingPolicies

For a discussion of the Company's criticalaccounting policies, see the Company's Annual Report on Form 10-Kfor the year ended December 31, 2002.

Results ofOperations

Net sales

Net sales were $316.5 and$323.2 for the third quarters of 2003 and 2002, respectively, adecrease of $6.7, or 2.1%, and a decrease of 5.3% afterexcluding the impact of currency fluctuations, and were $930.8 and$906.8 for the nine months ended September 30, 2003 and 2002,respectively, an increase of $24.0, or 2.6%, and an increase of0.2% after excluding the impact of currency fluctuations.

United States and Canada.    Net sales in the U.S. andCanada were $212.1 for the third quarter of 2003, compared with $232.0for the third quarter of 2002, a decrease of $19.9, or 8.6%, andwere $641.8 for the nine months ended September 30, 2003, compared with$645.4 for the nine months ended September 30, 2002, a decrease of$3.6, or 0.6%. The decrease in the third quarter of 2003 was dueto lower sales volume of $11.0, primarily due to the favorable impactin the third quarter of 2002 from shipments tied to the Company'sfourth quarter 2002 promotional event, the impact in the third quarterof 2002 of approximately $11.5 in prepayment of certain licensingrevenues, partially offset by lower sales returns, allowances anddiscounts of $2.7 in the third quarter of 2003 (which includes theimpact of the stabilization and growth phase of the Company'splan). The decrease in the nine months ended September 30, 2003 was dueto the favorable impact in the nine months ended September 30, 2002 ofapproximately $11.5 in prepayment of certain licensing revenues in anda decrease in other licensing revenues of $2.4 in the third quarter of2003, partially offset by higher sales of $7.5 for the nine monthsended September 30, 2003 and lower sales returns, allowances anddiscounts of $2.8 (which includes the impact of the stabilization andgrowth phase of the Company's plan).

International.    Net sales in the Company'sinternational operations were $104.4 for the third quarter of 2003,compared with $91.2 for the third quarter of 2002, an increase of$13.2, or 14.5%, and an increase of 4.9% excluding theimpact of currency fluctuations, and were $289.0 for the nine monthsended September 30, 2003, compared with $261.4 for the nine monthsended September 30, 2002, an increase of $27.6, or 10.6%, and anincrease of 3.4% excluding the impact of currencyfluctuations.

Sales in the Company's internationaloperations are divided by the Company into three geographic regions. InEurope, which is comprised of Europe and the Middle East, net salesincreased by $3.6, or 

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

12.9%, to $31.5 for the third quarterof 2003, as compared with the third quarter of 2002. The increase inthe European region is primarily due to increases in sales volume inthe U.K., Italy and France (which factor the Company estimatescontributed to an approximate 7.5% increase in net sales for theregion) and the impact of favorable currency fluctuations (which factorthe Company estimates contributed to an approximate 7.2%increase in net sales for the region), which was partially offset bylower sales volume in certain distributor markets in Russia and Centraland Eastern Europe (which factor the Company estimates contributed toan approximate 3.4% reduction in net sales for the region).

In Latin America, which is comprised of Mexico, Central America andSouth America, net sales increased by $1.8, or 8.0%, to $24.3for the third quarter of 2003, as compared with the third quarter of2002. The increase in the Latin American region is primarily due toincreased sales volume in Venezuela, Argentina and certain distributormarkets (which factor the Company estimates contributed to anapproximate 11.9% increase in net sales for the region), whichwas partially offset by decreased sales volume in Brazil and Mexico(which factor the Company estimates contributed to an approximate4.7% reduction in net sales for the region).

In the FarEast and Africa, net sales increased by $7.8, or 19.1%, to $48.6for the third quarter of 2003, as compared with the third quarter of2002. The increase in the Far East and Africa region is due to theimpact of favorable currency fluctuations (which factor the Companyestimates contributed to an approximate 15.9% increase in netsales for the region) and increased sales volume in China and Japan(which factor the Company estimates contributed to an approximate3.9% increase in net sales for the region).

In Europe,net sales increased by $9.6, or 12.0%, to $89.9 for the ninemonths ended September 30, 2003, as compared with the nine months endedSeptember 30, 2002. The increase in the European region is primarilydue to the impact of favorable currency fluctuations (which factor theCompany estimates contributed to an approximate 12.0% increasein net sales for the region) and increased sales volume in the U.K.(which factor the Company estimates contributed to an approximate4.2% increase in net sales for the region). Such factors werepartially offset by lower sales volume in certain distributor marketsin Russia and Central and Eastern Europe (which factor the Companyestimates contributed to an approximate 4.6% reduction in netsales for the region).

In Latin America, net sales decreased by$5.0, or 7.0%, to $66.1 for the nine months ended September 30,2003, as compared with the nine months ended September 30, 2002. Thedecrease in the Latin American region is primarily due to the impact ofadverse currency fluctuations (which factor the Company estimatescontributed to an approximate 11.8% reduction in net sales forthe region), decreased sales volume in Brazil and Mexico (which factorthe Company estimates contributed to an approximate 9.8%reduction in net sales for the region), which was partially offset byincreased sales volume in Venezuela, Argentina and certain distributormarkets (which factor the Company estimates contributed to anapproximate 13.1% increase in net sales for the region).

In the Far East and Africa, net sales increased by $23.0, or20.9%, to $133.0 for the nine months ended September 30, 2003,as compared with the nine months ended September 30, 2002. The increasein the Far East and Africa region is due to the impact of favorablecurrency fluctuations (which factor the Company estimates contributedto an approximate 15.6% increase in net sales for the region)and increased sales volume in South Africa, Japan and certaindistributor markets (which factor the Company estimates contributed toan approximate 5.4% increase in net sales for the region).

Net sales in the Company's international operations may beadversely affected by, among other things, weak economic conditions,political uncertainties, military actions, adverse currencyfluctuations, and competitive activities.

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

Gross profit

Gross profitwas $189.4 for the third quarter of 2003, compared with $201.6 for thethird quarter of 2002, and was $567.0 for the nine months endedSeptember 30, 2003, compared with $556.4 for the nine months endedSeptember 30, 2002. As a percentage of net sales, gross profit marginswere 59.8% for the third quarter of 2003, compared with62.4% for the third quarter of 2002, and were 60.9% forthe nine months ended September 30, 2003, compared with 61.4%for the nine months ended September 30, 2002. The $12.2 decrease ingross profit in the third quarter of 2003, as compared to the thirdquarter of 2002, was primarily due to the benefit in the third quarterof 2002 of approximately $11.5 in prepayment of certain licensingrevenues, higher cost of goods sold of $5.5 in the 2003 period due tounfavorable product mix and lower production volumes in the 2003 periodand a decrease in other revenue of $0.3 in the 2003 period, partiallyoffset by lower sales returns, allowances and discounts of $4.7 in the2003 period (which includes the impact of the stabilization and growthphase of the Company's plan). The $10.6 increase in gross profitin the nine months ended September 30, 2003, as compared to thecomparable 2002 period, is primarily due to higher sales of $36.2 inthe 2003 period and lower sales returns, allowances and discounts of$1.9 in the 2003 period (which includes the impact of the stabilizationand growth phase of the Company's plan), partially offset byhigher cost of goods sold of $13.4 in the 2003 period due tounfavorable product mix and lower production volumes in the 2003period, a decrease in other revenue of $2.6 in the 2003 period and thebenefit in the nine months ended September 30, 2002 of approximately$11.5 in prepayment of certain licensing revenues.

SG&Aexpenses

SG&A expenses were $196.9 for the thirdquarter of 2003, compared with $177.7 for the third quarter of 2002,and were $581.3 for the nine months ended September 30, 2003, comparedwith $525.2 for the nine months ended September 30, 2002. The increasein SG&A expenses for the third quarter 2003, as compared to thethird quarter 2002, is due primarily to higher brand support of $11.1principally related to the stabilization and growth phase of theCompany's plan, higher personnel-related expenses andprofessional fees of $7.2 (including expenses related to thestabilization and growth phase of the Company's plan), and rentexpense of $2.7, partially offset by lower depreciation andamortization of $5.0. The increase in SG&A expenses for the ninemonths ended September 30, 2003, as compared to the nine months endedSeptember 30, 2002, is due primarily to higher brand support of $37.5principally related to the stabilization and growth phase of theCompany's plan, higher personnel-related expenses andprofessional fees of $18.6 (including expenses related to thestabilization and growth phase of the Company's plan), rentexpense of $2.6, partially offset by lower depreciation andamortization of $9.0.

Restructuring costs

Duringthe third quarter of 2000, the Company initiated a new restructuringprogram in line with the original restructuring plan developed in late1998, designed to improve profitability by reducing personnel andconsolidating manufacturing facilities. The 2000 restructuring programfocused on the Company's plans to close its manufacturingoperations in Phoenix, Arizona and Mississauga, Canada and toconsolidate its cosmetics production into its plant in Oxford, NorthCarolina. The 2000 restructuring program also includes the remainingobligation for excess leased real estate in the Company'sheadquarters, consolidation costs associated with the Company closingits facility in New Zealand, and the elimination of several domesticand international executive and operational positions, each of whichwere effected to reduce and streamline corporate overhead costs. Duringthe third quarter and nine months ended September 30, 2003 and 2002,the Company continued to implement the 2000 restructuring program, aswell as other restructuring actions, and recorded charges of $0.1 and$0.1, respectively, and $2.1 and $9.3, respectively, principally foradditional employee severance and other personnel benefits, primarilyresulting from reductions in the Company's worldwide sales force,relocation and other costs related to the consolidation of theCompany's worldwide operations.

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

During the third quarter and nine monthsended September 30, 2003, the Company recorded a separate charge of$0.3 and $0.8, respectively, principally for employee severance andother personnel benefits in certain Latin American and Europeanoperations.

The Company anticipates annualized savings ofapproximately $1 relating to the restructuring charges recorded duringthe nine months ended September 30, 2003.

Other expenses(income)

Interest expense was $46.8 for the third quarterof 2003, compared with $42.5 for the third quarter of 2002, and $136.0for the nine months ended September 30, 2003, as compared to $125.8 forthe nine months ended September 30, 2002. The increase in interestexpense for the third quarter and nine months ended September 30, 2003,as compared to the third quarter and nine months ended September 30,2002, is primarily due to higher interest rates under the CreditAgreement as a result of the amendment to the Credit Agreement inFebruary 2003 and higher overall borrowings during the third quarterand nine months ended September 30, 2003, including amounts borrowedunder the Credit Agreement and the Mafco Loans.

Provision(benefit) for income taxes

The provision (benefit) forincome taxes was $2.3 for the third quarter of 2003, compared with $1.0for the third quarter of 2002, and $(2.9) for the nine months endedSeptember 30, 2003, as compared to $(2.2) for the nine months endedSeptember 30, 2002. The increase in the provision for income taxes inthe third quarter of 2003 as compared to the third quarter of 2002 isdue to higher taxable income in certain markets outside the UnitedStates. The benefit for income taxes for the nine months endedSeptember 30, 2003 was attributable to the resolution of various taxaudits.

Financial Condition, Liquidity and CapitalResources

Net cash used for operating activities was $193.6 and$120.6 for the nine months ended September 30, 2003 and 2002,respectively. The increase in net cash used for operating activitiesfor the nine months ended September 30, 2003, compared to the ninemonths ended September 30, 2002, resulted primarily from a higher netloss, higher inventory and decreases in accounts payable and accruedexpenses and other current liabilities, partially offset by a decreasein trade receivables.

Net cash used for investing activities was$19.7 and $7.6 for the nine months ended September 30, 2003 and 2002,respectively. Net cash used for investing activities for the ninemonths ended September 30, 2003 consisted of capital expenditures. Netcash used for investing activities for the nine months ended September30, 2002 consisted of capital expenditures, partially offset by thesale of marketable securities.

Net cash provided by financingactivities was $153.9 and $88.2 for the nine months ended September 30,2003 and 2002, respectively. Net cash provided by financing activitiesfor the nine months ended September 30, 2003 included cash drawn underthe Credit Agreement and the Mafco Loans and net proceeds from theRights Offering and non-interest bearing advances of $9.7 under theKeepwell Agreement, partially offset by the repayment of borrowingsunder the Credit Agreement and payment of financing costs. Net cashprovided by financing activities for the nine months ended September30, 2002 included cash drawn under the Credit Agreement andnon-interest bearing advances of $9.7 under the Keepwell Agreement,partially offset by the repayment of borrowings under the CreditAgreement.

On November 30, 2001, Products Corporation enteredinto a credit agreement (the "2001 CreditAgreement") with a syndicate of lenders, whose individualmembers change from time to time, which agreement amended and restatedthe credit agreement entered into by Products Corporation in May 1997(as amended, the "1997 Credit Agreement"; the2001 Credit Agreement and the 1997 Credit Agreement 

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

are sometimes referred to as the"Credit Agreement"), and which matures on May30, 2005. As of September 30, 2003, the 2001 Credit Agreement providedup to $248.7, which is comprised of a $116.6 term loan facility (the"Term Loan Facility") and a $132.1multi-currency revolving credit facility (the"Multi-Currency Facility"). As of November12, 2003, Products Corporation had utilized $243.9 under the 2001Credit Agreement and had approximately $49 of available liquidity fromall available sources.

In connection with the transactions withMacAndrews & Forbes described in Note 7 to the UnauditedConsolidated Condensed Financial Statements, and as a result ofProducts Corporation's operating results for the fourth quarterof 2002 and the effect of the acceleration of the Company'simplementation of the stabilization and growth phase of its plan,Products Corporation entered into an amendment in February 2003 of itsCredit Agreement with its bank lenders and secured waivers ofcompliance with certain covenants under the Credit Agreement. Inparticular, EBITDA (as defined in the Credit Agreement) was $35.2 forthe four consecutive fiscal quarters ended December 31, 2002, which wasless than the minimum of $210 required under the EBITDA covenant of theCredit Agreement for that period and Products Corporation'sleverage ratio was 5.09:1.00, which was in excess of the maximum ratioof 1.4:1.00 permitted under the leverage ratio covenant of the CreditAgreement for that period. Accordingly, Products Corporation sought andsecured waivers of compliance with these covenants for the fourquarters ended December 31, 2002 and, in light of the Company'sexpectation that the continued implementation of the stabilization andgrowth phase of the Company's plan would affect the ability ofProducts Corporation to comply with these covenants during 2003,Products Corporation also secured an amendment to eliminate the EBITDAand leverage ratio covenants for the first three quarters of 2003 and awaiver of compliance with such covenants for the four quarters endingDecember 31, 2003 expiring on January 31, 2004.

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

As discussed inNote 7 to the Unaudited Consolidated Condensed Financial Statements,pursuant to the Investment Agreement MacAndrews Holdings agreed, amongother things, (i) to purchase such shares of Revlon, Inc.'s ClassA Common Stock represented by its pro rata share of the rightsdistributed in the Rights Offering (approximately 83% of theshares available for purchase under the Rights Offering, orapproximately $41.5) and to back-stop the Rights Offering by purchasingthe remaining shares, if any, of Class A Common Stock offered to, butnot purchased by, other stockholders (approximately 17% of theshares offered in the Rights Offering, or an additional approximate$8.5), (ii) to provide Products Corporation with the MacAndrews &Forbes $100 million term loan (the terms and conditions of which theparties agreed to on February 5, 2003), (iii) if, prior to theconsummation of the Rights Offering, Products Corporation had fullydrawn the MacAndrews & Forbes $100 million term loan and theimplementation of the stabilization and growth phase of theCompany's plan caused it to require some or all of the $50 offunds that Revlon, Inc. would raise from the Rights Offering,MacAndrews Holdings would advance Revlon, Inc. these funds prior toclosing the Rights Offering by making the $50 million Series Cpreferred stock investment, which would be redeemed with the proceedsRevlon, Inc. receives from the Rights Offering, and (iv) to provideProducts Corporation with the MacAndrews & Forbes $65 million lineof credit (in July 2003, MacAndrews Holdings agreed to make availableto Products 

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

Corporation in 2003 the full $65 under theMacAndrews & Forbes $65 million line of credit, $25 of which wasscheduled to become available on January 1, 2004), provided that theMacAndrews & Forbes $100 million term loan is fully drawn andMacAndrews Holdings had made the $50 million Series C preferred stockinvestment (or Revlon, Inc. had consummated the Rights Offering andredeemed any outstanding shares of Series C preferred stock). Duringthe second quarter of 2003, prior to the consummation of the RightsOffering, MacAndrews Holdings agreed to waive the condition that theMacAndrews & Forbes $100 million term loan be fully drawn before itwould be required to purchase up to $50 of Revlon, Inc.'s SeriesC preferred stock. During the second quarter of 2003, prior to theconsummation of the Rights Offering, MacAndrews Holdings purchased $50of Revlon, Inc.'s Series C preferred stock, which was redeemedwith the gross proceeds Revlon, Inc. received from the Rights Offering.Revlon, Inc. made a series of capital contributions of the proceedsfrom such issuances of Series C preferred stock to ProductsCorporation, which proceeds Products Corporation used to help fund aportion of the costs and expenses associated with implementing thestabilization and growth phase of its plan and for general corporatepurposes.

The Company's principal sources of funds areexpected to be operating revenues, cash on hand, funds available forborrowing under the Credit Agreement, the Mafco Loans, the $25 millionM&F Loan, the 2004 M&F Loan and advances under the KeepwellAgreement. The Credit Agreement, the Mafco Loans, the $25 millionM&F Loan, the 2004 M&F Loan, Products Corporation's12% Notes, Products Corporation's8 5/8% Notes due 2008 (the"8 5/8% Notes"),Products Corporation's 8 1/8% Notes due2006 (the "8 1/8%Notes") and Products Corporation's 9% Notesdue 2006 (the "9% Notes") containcertain provisions that by their terms limit ProductsCorporation's and/or its subsidiaries' ability to, amongother things, incur additional debt. The REV Holdings Notes containcertain provisions that by their terms limit REV Holdings'ability to, among other things, incur additional debt.

TheCompany's principal uses of funds are expected to be the paymentof operating expenses, including expenses in connection with thestabilization and growth phase of the Company's plan, purchasesof permanent wall displays, capital expenditure requirements, includingcosts in connection with the ERP System (as hereinafter defined),payments in connection with the Company's restructuring programsreferred to herein, debt service payments of the Company and itssubsidiaries, including payments required under ProductsCorporation's debt instruments and interest payments under theREV Holdings Notes and costs, including capital expenditures,associated with relocating the Company's corporate offices inOctober 2003 due to the expiration of the lease for its formeroffices.

The Company has undertaken a number of programs toefficiently manage its cash and working capital including, among otherthings, programs to carefully manage and reduce inventory levels,centralized purchasing to secure discounts and efficiencies inprocurement, and providing additional discounts to U.S. customers formore timely payment of receivables.

The Company estimates thatcharges related to the implementation of the stabilization and growthphase of the Company's plan for 2002, 2003 and 2004 will notexceed $160. The Company recorded charges of approximately $104 in 2002and approximately $31 in the nine months ended September 30, 2003related to the implementation of the stabilization and growth phase ofits plan. The Company currently estimates that cash payments related tothe foregoing charges that it has previously recorded with respect tothe stabilization and growth phase of its plan will be approximately$105 during 2003 and 2004 of which the Company has paid approximately$60 through the nine months ended September 30, 2003.

TheCompany developed a new design for its wall displays (which the Companyis continuing to refine as part of the stabilization and growth phaseof its plan) and began installing them at certain customers'retail stores during 2002, which it continued during 2003. The Companyis also reconfiguring existing wall displays at its retail customers onan accelerated basis. Accordingly, the Company has 

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

accelerated the amortization of its existingwall displays. The Company estimates that purchases of wall displaysfor 2003 will be approximately $75 to $80.

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

The Company has evaluated its management informationsystems and determined, among other things, to upgrade to an EnterpriseResource Planning ("ERP") System. As a resultof this decision, certain existing information systems are beingamortized on an accelerated basis. Based upon the estimated timerequired to implement an ERP System and related IT actions, the Companyexpects that it will record additional amortization charges for itscurrent information system in 2003 through 2005. The additionalamortization recorded for the nine months ended September 30, 2003 was$3.5. The Company expects that the additional amortization for thebalance of 2003 will be approximately $1.1.

The Company expectsthat operating revenues, cash on hand, and funds available forborrowing under the Credit Agreement, the Mafco Loans, the $25 millionM&F Loan and advances under the Keepwell Agreement will besufficient to enable the Company to cover its operating expenses for2003, including cash requirements in connection with theCompany's operations, the stabilization and growth phase of theCompany's plan, cash requirements in connection with theCompany's restructuring programs referred to above and the debtservice requirements of the Company and its subsidiaries and intereston the REV Holdings Notes. The U.S. mass-market color cosmeticscategory during the third quarter and the nine months ended September30, 2003 has been softer than expected. Despite this softness in theU.S. mass-market color cosmetics category, based upon theCompany's belief that its stabilization and growth plan isproving effective, the Company intends to continue to support itsstabilization and growth plan, including for brand support. To helpfund the costs and expenses of the stabilization and growth plan, inJuly 2003, MacAndrews Holdings agreed to make available to ProductsCorporation in 2003 the full $65 under the MacAndrews & Forbes $65million line of credit, $25 of which was scheduled to become availableon January 1, 2004. Additionally, Products Corporation has received acommitment from MacAndrews & Forbes to provide, if necessary, fromand after the fourth quarter of 2003 the $25 million M&F Loan, aswell as the 2004 M&F Loan for 2004. The $25 million M&F Loanand the 2004 M&F Loan are each subject to MacAndrews & Forbesand Products Corporation reaching agreement on terms that are expectedto be substantially the same as the MacAndrews & Forbes $100million term loan, as well as to approval by ProductsCorporation's Board of Directors. The 2004 M&F Loan is alsosubject to Products Corporation's receiving the consent of amajority of the lenders under Products Corporation's CreditAgreement, which Products Corporation expects to obtain in connectionwith the waiver or amendment it expects to obtain before January 31,2004. As of November 12, 2003, Products Corporation had utilized $243.9under the 2001 Credit Agreement, all of the MacAndrews & Forbes$100 million term loan, and $37.2 of the MacAndrews & Forbes $65million line of credit. The Mafco Loans, the $25 million M&F Loanand the net proceeds from the Rights Offering are intended to help fundthe stabilization and growth phase of the Company's plan and todecrease the risk that would otherwise exist if the Company were tofail to meet its debt and ongoing obligations as they became due in2003. However, there can be no assurance that such funds will besufficient to meet the Company's cash requirements on aconsolidated basis. If the Company's anticipated level of revenuegrowth is not achieved because, for example, of decreased consumerspending in response to weak economic conditions or weakness in thecosmetics category, increased competition from the Company'scompetitors or the Company's marketing plans are not assuccessful as anticipated, or if the Company's expensesassociated with implementation of the stabilization and growth phase ofthe Company's plan exceed the anticipated level of expenses, theCompany's current sources of funds may be insufficient to meetthe Company's cash requirements. Additionally, in the event of adecrease in demand for Products Corporation's products or reducedsales or lack of increases in demand and sales as a result of thestabilization and growth phase 

22

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

of the Company's plan, suchdevelopment, if significant, could reduce Products Corporation'soperating revenues and could adversely affect ProductsCorporation's ability to achieve certain financial covenantsunder the Credit Agreement and in such event the Company could berequired to take measures, including reducing discretionary spending.If the Company is unable to satisfy such cash requirements from thesesources, the Company could be required to adopt one or morealternatives, such as delaying the implementation of or revisingaspects of the stabilization and growth phase of its plan, reducing ordelaying purchases of wall displays or advertising or promotionalexpenses, reducing or delaying capital spending, delaying, reducing orrevising restructuring programs, restructuring subsidiary indebtedness,selling assets or operations, seeking additional capital contributionsor loans from MacAndrews & Forbes, the Company's otheraffiliates and/or third parties, selling additional equity securitiesof Revlon, Inc., selling its equity securities or reducing otherdiscretionary spending. The Company has substantial debt maturing in2004 and 2005, which will require refinancing, consisting of $80.5 ofthe REV Holdings Notes due in 2004 and the following due in 2005:$246.3 (assuming the maximum amount is borrowed) under the CreditAgreement and $363.0 of 12% Notes, as well as any amountsborrowed under the Mafco Loans (the MacAndrews & Forbes $65 millionline of credit is due December 31, 2004), the $25 million M&F Loanand the 2004 M&F Loan.

The Company expects that ProductsCorporation will need to seek a further amendment to the CreditAgreement or a waiver of the EBITDA and leverage ratio covenants underthe Credit Agreement prior to the expiration of the existing waiver onJanuary 31, 2004 because the Company does not expect that its operatingresults, including after giving effect to various actions under thestabilization and growth phase of the Company's plan, will allowProducts Corporation to satisfy those covenants for the fourconsecutive fiscal quarters ending December 31, 2003. The minimumEBITDA required to be maintained by Products Corporation under theCredit Agreement is $230 for each of the four consecutive fiscalquarters ending on December 31, 2003 (which covenant was waived throughJanuary 31, 2004), March 31, 2004, June 30, 2004 and September 30, 2004and $250 for any four consecutive fiscal quarters ending December 31,2004 and thereafter and the leverage ratio covenant under the CreditAgreement will permit a maximum ratio of 1.10:1.00 for any fourconsecutive fiscal quarters ending on or after December 31, 2003 (whichlimit was waived through January 31, 2004 for the four fiscal quartersending December 31, 2003). In addition, after giving effect to theamendment, the Credit Agreement also contains a $20 minimum liquiditycovenant. While the Company expects that Products Corporation'sbank lenders will consent to such amendment or waiver request and theamendment to permit Product Corporation to borrow under the 2004M&F Loan, there can be no assurance that they will or that theywill do so on terms that are favorable to Products Corporation. IfProducts Corporation is unable to obtain such amendment or waiver, itcould be required to refinance the Credit Agreement or repay it withproceeds from the sale of assets or operations, or additional capitalcontributions or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties or seeking tohave Revlon, Inc. sell additional equity securities. In the event thatProducts Corporation were unable to obtain such a waiver or amendmentand Products Corporation were not able to refinance or repay the CreditAgreement, Products Corporation's inability to meet the financialcovenants for the four consecutive fiscal quarters ending December 31,2003 would constitute an event of default under ProductsCorporation's Credit Agreement, which would permit the banklenders to accelerate the Credit Agreement, which in turn wouldconstitute an event of default under the indentures governing ProductsCorporation's debt if the amount accelerated exceeds $25.0 andsuch default remains uncured within 10 days of notice from the trusteeunder the applicable indenture.

There can be no assurance thatthe Company would be able to take any of the actions referred to in thepreceding two paragraphs because of a variety of commercial or marketfactors or constraints in the Company's debt instruments,including, for example, Products Corporation's inability to reachagreement with its bank lenders on refinancing terms that areacceptable to the Company before the waiver of its financial covenantsexpires on January 31, 2004, market conditions being unfavorable for anequity or 

23

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

debt offering, or that the transactions maynot be 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.

REV Holdings, as aholding company, will be dependent on distributions with respect to itsapproximately 62% ownership interest in Revlon, Inc. from theearnings generated by Products Corporation and advances under theKeepwell Agreement to pay its expenses and to pay interest and theprincipal amount at maturity of the REV Holdings Notes. The terms ofthe Credit Agreement, the Mafco Loans, the $25 million M&F Loan,the 2004 M&F Loan, the 12% Notes, the8 5/8% Notes, the 8 1/8%Notes and the 9% Notes generally restrict Products Corporationfrom paying dividends or making distributions, except that ProductsCorporation is permitted to pay dividends and make distributions toRevlon, Inc., among other things, to enable Revlon, Inc. to payexpenses incidental to being a public holding company, including, amongother things, professional fees such as legal and accounting fees,regulatory fees such as Commission filing fees and other miscellaneousexpenses related to being a public holding company and, subject tocertain limitations, to pay dividends or make distributions in certaincircumstances to finance the purchase by Revlon, Inc. of its Class ACommon Stock in connection with the delivery of such Class A CommonStock to grantees under the Amended Stock Plan.

On February 12,2001, REV Holdings issued $80.5 principal amount of the REV HoldingsNotes, which were issued in exchange for a like principal amount of theSenior Secured Discount Notes. The REV Holdings Notes bear interest at12% per year, are payable semi-annually, and mature on February1, 2004. Accordingly, the REV Holdings Notes are classified as acurrent liability in the unaudited consolidated condensed balance sheetat September 30, 2003. As discussed below, REV Holdings has proposed tooffer to exchange the REV Holdings Notes for New REV Holdings Notes.However, there can be no assurance that, if commenced, REV Holdingswill be able to consummate the exchange offer.

REV Holdings hasentered into the Keepwell Agreement with GSB Investments Corp., one ofits affiliates, pursuant to which GSB Investments Corp. agreed toprovide REV Holdings with funds in an amount equal to any interestpayments due on the REV Holdings Notes, to the extent that REV Holdingsdoes not have sufficient funds on hand to make such payments on theapplicable due dates. However, the Keepwell Agreement is not aguarantee of the payment of interest on the REV Holdings Notes. Theobligations of GSB Investments Corp. under the Keepwell Agreement areonly enforceable by REV Holdings, and may not be enforced by theholders of the REV Holdings Notes or the trustee under the Indenture.The failure of GSB Investments Corp. to make a payment to REV Holdingsunder the Keepwell Agreement will not be an event of default under theIndenture. Further, the Indenture has no requirement that REV Holdingsmaintain the Keepwell Agreement. In addition, although REV Holdings hasthe right to enforce the Keepwell Agreement, there can be no assurancethat GSB Investments Corp. will have sufficient funds to make anypayment to REV Holdings under the Keepwell Agreement or that it willcomply with its obligations under the Keepwell Agreement.

REVHoldings currently anticipates that it will be dependent upon advancesunder the Keepwell Agreement to pay interest when due under the REVHoldings Notes. However, the Company currently anticipates that it willbe required to adopt one or more alternatives to pay the principalamount at maturity of the REV Holdings Notes, such as the proposedexchange offer, refinancing its indebtedness, repaying its indebtednesswith the proceeds from the sale of assets or operations of Revlon,Inc., selling its equity securities or equity securities of Revlon,Inc. or seeking additional capital contributions or loans 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 the Company to pay the principal amountat maturity of the REV Holdings Notes or that any of such actions wouldbe permitted by the terms of the Indenture or any other 

24

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

debt instruments of the Company and theCompany's subsidiaries then in effect, because, among otherreasons, market conditions may be unfavorable for an equity or debtoffering or the transactions may not be permitted under the terms ofthe Company's various debt instruments then in effect, because ofrestrictions on the incurrence of debt, incurrence of liens, assetdispositions and related party transactions. In addition, such actions,if taken, may not enable the Company to satisfy its cash requirementsif the actions do not generate a sufficient amount of additionalcapital. MacAndrews & Forbes has informed REV Holdings that itcurrently intends to make a capital contribution to REV Holdings inorder to provide REV Holdings with the cash to pay the principal amountof the REV Holdings Notes that remain outstanding followingconsummation of the exchange offer. However, none of theCompany's affiliates, including MacAndrews & Forbes, arerequired to make any capital contributions, loans or other payments toREV Holdings with respect to principal or interest on the REV HoldingsNotes (other than as provided in the Keepwell Agreement) and thereforethere can be no assurance that the Company will receive any suchpayments prior to February 1, 2004.

On October 17, 2003, REVHoldings filed a registration statement on Form S-4 with the Commissionwith respect to an offer to exchange the REV Holdings Notes for the NewREV Holdings Notes. The New REV Holdings Notes would be secured by 104shares of Revlon, Inc.'s Class A Common Stock per $1,000principal amount of the New REV Holdings Notes, as compared to the 52shares of Revlon, Inc.'s Class A Common Stock per $1,000principal amount securing the New REV Holdings Notes. In connectionwith this offer, GSB Investments Corp. has proposed to enter into theNew Keepwell Agreement with REV Holdings, pursuant to which GSBInvestments Corp. will agree to provide REV Holdings with funds in anamount equal to any interest payments due on the New REV HoldingsNotes, to the extent that REV Holdings does not have sufficient fundson hand to make such payments on the applicable due dates. There can beno assurance as to the successful consummation of the exchangeoffer.

At September 30, 2003 and November 13, 2003, GSBInvestments Corp. owned approximately 14.2 million and 12.3 millionshares, respectively, of Citigroup Common Stock. At September 30, 2003and November 13, 2003 the closing price of Citigroup Common Stock onthe NYSE was $45.51 and $47.10 per share, respectively. At September30, 2003 and November 13, 2003, approximately 10.2 million and 11.4million shares of Citigroup Common Stock, respectively, owned by GSBInvestments Corp. were pledged to secure forward contracts and loanagreements and 0.9 million shares were held in escrow pursuant to theterms of a stockholders agreement between GSB Investments Corp. andCitigroup.

Citigroup has paid quarterly dividends, which haveincreased from $0.12 per share in the second quarter of 2000 to $0.35per share in the third quarter of 2003. The forward contracts to whichGSB Investments Corp. is a party contain restrictions on the amount ofdividends that GSB Investments Corp. would be entitled to receive oncertain of its pledged Citigroup Common Stock. If Citigroup were to payquarterly dividends at the rate of $0.35 per share, GSB InvestmentsCorp. were to continue to own approximately 12.3 million shares ofCitigroup Common Stock and no further agreements were entered intorestricting GSB Investments Corp.'s right to receive dividends,GSB Investments Corp. would have sufficient income from dividends paidon its Citigroup Common Stock to make the payments to REV Holdings thatit might be required to make under the Keepwell Agreement. However,there can be no assurance that Citigroup, which neither GSB InvestmentsCorp. nor the Company controls, will continue to pay dividends at thisrate, if at all, that GSB Investments Corp. will continue to own sharesof Citigroup Common Stock in an amount sufficient to cover advancesunder the Keepwell Agreement or that GSB Investments Corp. will notenter into any further agreements restricting its right to receivedividends on its Citigroup Common Stock.

If GSB InvestmentsCorp. fails to comply with its obligations under the forward contractsand loan agreements that are secured by the pledge of its 11.4 millionshares of Citigroup Common Stock, the beneficiary of such pledge couldenforce its rights with respect to such collateral and could depriveGSB Investments Corp. of its rights to receive dividends on suchpledged shares. GSB Investments Corp. has 

25

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

advised REV Holdings that, if GSBInvestments Corp. does not receive sufficient dividend income from itsCitigroup Common Stock to satisfy its obligations under the KeepwellAgreement, GSB Investments Corp. expects to obtain capitalcontributions or loans from affiliates to satisfy such obligations.There can be no assurance that GSB Investments Corp. could obtain anysuch funds because its affiliates are under no obligation to providethem to GSB Investments Corp.

In February and August 2003, GSBInvestments Corp. made non-interest bearing advances of $4.8 and $4.9,respectively, to REV Holdings under the Keepwell Agreement, which wererespectively used to make the February 1, 2003 and August 1, 2003interest payments on the REV Holdings Notes. The Keepwell Agreementwill terminate at such time as there are no REV Holdings Notesoutstanding, at which time GSB Investments Corp. may require repaymentof advances under the Keepwell Agreement.

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

As a result of dealing with suppliers and vendors in a number offoreign countries, Products Corporation enters into foreign currencyforward exchange contracts and option contracts from time to time tohedge certain cash flows denominated in foreign currencies. There wereforeign currency forward exchange contracts with a notional amount of$18.9 outstanding at September 30, 2003. The fair value of foreigncurrency forward exchange contracts outstanding at September 30, 2003was $(1.3).

Disclosures about Contractual Obligations andCommercial Commitments

There have been no material changesoutside the ordinary course of the Company's business to theCompany's total contractual cash obligations which are set forthin the table included in the Company's Annual Report on Form 10-Kfor the year ended December 31, 2002, except that during the secondquarter of 2003 Products Corporation entered into 11-year operatingleases for its corporate offices in New York City (as ProductsCorporation's former lease expired in 2003), which have minimumlease payments in the aggregate of approximately $115 over the 11-yearterm, and as of September 30, 2003 Products Corporation had borrowingsof $99.7 (which excludes accrued interest of $3.5), under theMacAndrews & Forbes $100 million term loan.

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 New AccountingStandard

In April 2003, the FASB announced it will require allcompanies to expense the fair value of employee equity-based awards.The FASB announced that it plans to issue an exposure draft in thefirst quarter of 2004 that could become effective in 2005. Until a newstatement is issued, the provisions of APB Opinion No. 25 and SFAS No.123 will remain in effect. The Company will evaluate the impact of

26

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS** — (Continued)**(dollars in millions, except per sharedata)

any new statement regarding employeeequity-based awards when a new statement isissued.

27

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS**(Concluded)**(dollars in millions, except per sharedata)

In September 2003, the FASB released anexposure draft of its proposed standard on employer's pension andother post-retirement benefit disclosures that could become effectivein 2004. Until a new statement is issued, the provisions of SFAS No.132 will remain in effect. The Company will evaluate the impact of anynew statement regarding employer's pension and otherpost-retirement benefit disclosures when a new statement isissued.

28

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REVHOLDINGS LLC AND SUBSIDIARIES

Item3.    Quantitative and Qualitative Disclosures About Market Risk

The Company has exposure to market risk both as a result of changinginterest rates and movements in foreign currency exchange rates. TheCompany's policy is to manage market risk through a combinationof fixed and floating rate debt, the use of derivative financialinstruments and foreign exchange forward and option contracts. TheCompany does not hold or issue financial instruments for tradingpurposes. The qualitative and quantitative information presented inItem 7A of the Company's Annual Report on Form 10-K for the yearended December 31, 2002 ("Item 7A") describessignificant aspects of the Company's financial instrumentprograms that have material market risk as of December 31, 2002. Thefollowing table presents the information required by Item 7A as ofSeptember 30, 2003:

|                                                           |  |                                                      |        |         |  |                         |                                 |        |  |        |        |            |  |        |        |         |  |        |                                 |        |  |        |        |         |  |        |         |        |  |        |         |        |  |  |
|-----------------------------------------------------------|--|------------------------------------------------------|--------|---------|--|-------------------------|---------------------------------|--------|--|--------|--------|------------|--|--------|--------|---------|--|--------|---------------------------------|--------|--|--------|--------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                      |  | Expectedmaturity date for the year ended December31, |        |    |  | Fair Value Sept.30,2003 |
|                                                      |  | 2003                                                 |        | 2004    |  | 2005                    |                                 | 2006   |  | 2007   |        | Thereafter |  | Total  |        |
|                                                      |  | (dollarsinmillions)                                  |
| **Debt**                                                  |  |                                                 |   |    |  |
| Short-termvariable rate (variouscurrencies)               |  | $                                                    | 28.7   |    |  |                    |                            |   |  |   |   |       |  |   |   |    |  |   |                            |   |  |   |   |    |  | $      | 28.7    |   |  | $      | 28.7    |   |
| Averageinterest rate (a)                                  |  |                                                 | 3.8    | %  |  |                    |                            |   |  |   |   |       |  |   |   |    |  |   |                            |   |  |   |   |    |  |
| Long-termfixed rate - third party ($US)                   |  |                                                 |   |    |  |                    |                            |   |  | $      | 355.5  |       |  | $      | 499.8  |    |  |   |                            |   |  | $      | 649.9  |    |  |   | 1,505.2 |   |  |   | 1,069.3 |   |
| Averageinterest rate                                      |  |                                                 |   |    |  |                    |                            |   |  |   | 12.0   | %     |  |   | 8.6    | %  |  |   |                            |   |  |   | 8.6    | %  |  |   |    |   |  |   |    |   |
| Long-termvariable rate - third party ($US)                |  |                                                 |   |    |  |                    |                            |   |  |   | 219.5  | *     |  |   |   |    |  |   |                            |   |  |   |   |    |  |   | 219.5   |   |  |   | 219.5   |   |
| Averageinterest rate (a)                                  |  |                                                 |   |    |  |                    |                            |   |  |   | 6.4    | %     |  |   |   |    |  |   |                            |   |  |   |   |    |  |   |    |   |  |   |    |   |
| Long-termvariable rate - third party (various currencies) |  |                                                 |   |    |  |                    |                            |   |  |   | 4.3    | *     |  |   |   |    |  |   |                            |   |  |   |   |    |  |   | 4.3     |   |  |   | 4.3     |   |
| Averageinterest rate (a)                                  |  |                                                 |   |    |  |                    |                            |   |  |   | 8.7    | %     |  |   |   |    |  |   |                            |   |  |   |   |    |  |   |    |   |  |   |    |   |
| Long-termfixed rate - affiliates ($US)                    |  |                                                 |   |    |  |                    |                            |   |  |   | 103.2  | **    |  |   |   |    |  |   |                            |   |  |   |   |    |  |   | 103.2   |   |  |   | 78.7    |   |
| Averageinterest rate                                      |  |                                                 |   |    |  |                    |                            |   |  |   | 12.0   | %     |  |   |   |    |  |   |                            |   |  |   |   |    |  |   |    |   |  |   |    |   |
| Totaldebt (b)                                             |  | $                                                    | 28.7   |    |  | $                       |     — |   |  | $      | 682.5  |       |  | $      | 499.8  |    |  | $      |     — |   |  | $      | 649.9  |    |  | $      | 1,860.9 |   |  | $      | 1,400.5 |   |
|                                                           |

|                                                |  |                            |        |                                |  |                           |      |                         |  |        |      |        |  |        |         |         |  |  |
|------------------------------------------------|--|----------------------------|--------|--------------------------------|--|---------------------------|------|-------------------------|--|--------|------|--------|--|--------|---------|---------|--|--|
| ForwardContracts                               |  | AverageContractualRate$/FC |        | OriginalUSDollarNotionalAmount |  | ContractValueSept.30,2003 |      | Fair ValueSept. 30,2003 |
| Buy Euros/Sell USD                             |  |                       | 1.0609 |                           |  | $                         | 3.4  |                    |  | $      | 3.7  |   |  | $      | 0.3     |    |
| SellBritish Pounds/Buy USD                     |  |                       | 1.5449 |                           |  |                      | 1.9  |                    |  |   | 1.8  |   |  |   | (0.1    | )  |
| SellAustralian Dollars/Buy USD                 |  |                       | 0.5789 |                           |  |                      | 4.3  |                    |  |   | 3.6  |   |  |   | (0.7    | )  |
| SellCanadian Dollars/Buy USD                   |  |                       | 0.6647 |                           |  |                      | 5.6  |                    |  |   | 5.0  |   |  |   | (0.6    | )  |
| SellSouth African Rand/Buy USD                 |  |                       | 0.1137 |                           |  |                      | 1.1  |                    |  |   | 0.8  |   |  |   | (0.3    | )  |
| BuyAustralian Dollars/Sell New Zealand Dollars |  |                       | 1.0926 |                           |  |                      | 1.6  |                    |  |   | 1.7  |   |  |   | 0.1     |    |
| BuyBritish Pounds/Sell Euros                   |  |                       | 0.6825 |                           |  |                      | 1.0  |                    |  |   | 1.0  |   |  |   | — |    |
| Totalforward contracts                         |  |                       |   |                           |  | $                         | 18.9 |                    |  | $      | 17.6 |   |  | $      | (1.3    | )  |
|                                                |

|  |
|--|
|  |  |
|  |

| (a) | Weightedaverage variable rates are based upon implied forward rates from theyield curves at September 30,2003. |
|-----|----------------------------------------------------------------------------------------------------------------|

| (b) | Excludes affiliate debt of$24.1, advances under the Keepwell Agreement of $23.9 and the New REVHoldings Notes, which have a face value of $80.5 and mature on February1, 2004, for which fair value is not readilydeterminable. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | Represents ProductsCorporation's Credit Agreement which matures in May2005. |
|---|-----------------------------------------------------------------------------|

| ** | Represents borrowings underMacAndrews & Forbes $100 million term loan, which matures inDecember 2005, of which fair value was determined based on the marketrates of Products Corporation's 8 1/8% and9% Notes, which have similar credit attributes. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Item4.    Controls and Procedures

(a)    Disclosure Controlsand Procedures. The Company's management, with the participationof the Company's Chief Executive Officer and Chief FinancialOfficer, has evaluated the effectiveness of the Company'sdisclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the 

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REVHOLDINGS LLC AND SUBSIDIARIES

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

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

Forward-Looking Statements

This QuarterlyReport on Form 10-Q for the quarter ended September 30, 2003, as wellas other public documents and statements of the Company, containforward-looking statements that involve risks and uncertainties. TheCompany's actual results may differ materially from thosediscussed in such forward-looking statements. Such statements include,without limitation, the Company's expectations and estimates(whether qualitative or quantitative) asto:

|  | (i) | the Company'splans to update its retail presence and improve the marketingeffectiveness of its retail wall displays by installingnewly-reconfigured wall displays and reconfiguring existing walldisplays at its retail customers (and its estimates of the costs ofsuch wall displays, the effects of such plans on the acceleratedamortization of existing wall displays and the estimated amount of suchamortization); |
|--|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (ii) | the Company's plans toincrease its advertising and media spending and improve theeffectiveness of its advertising; |
|--|------|--------------------------------------------------------------------------------------------------------------------|

|  | (iii) | theCompany's plans to introduce new products and further strengthenits new product development process; |
|--|-------|---------------------------------------------------------------------------------------------------------|

|  | (iv) | theCompany's plans to streamline its product assortment andreconfigure product placement on its wall displays and selectivelyadjust prices on certain of its products; |
|--|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (v) | theCompany's plans to implement comprehensive programs to developand train its employees; |
|--|-----|-------------------------------------------------------------------------------------------|

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

|  | (vii) | the effect on sales of political and/or economicconditions, political uncertainties, military actions, adverse currencyfluctuations and competitive activities; |
|--|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (viii) | theCompany's plans to accelerate the implementation of thestabilization and growth phase of its plan and the charges and the cashcosts resulting from implementing such plan and the timing of suchcosts, as well as the Company's expectations as to improvedrevenues over the long term as a result of such phase of its plan andthe Company's plans to continue to fund brand support; |
|--|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (ix) | restructuring activities, restructuring costs, thetiming of restructuring payments and annual savings and other benefitsfrom such activities; |
|--|------|-----------------------------------------------------------------------------------------------------------------------------------------------|

|  | (x) | operating revenues, cash onhand and availability of borrowings under the Mafco Loans, the $25million M&F Loan and Products Corporation's Credit Agreementbeing sufficient to satisfy Products Corporations cash requirements in2003 and the availability of funds from Products Corporation's2004 M&F Loan, restructuring indebtedness, selling assets oroperations of |
|--|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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REVHOLDINGS LLC AND SUBSIDIARIES

|  |  | Revlon, Inc., capital contributions or loansfrom MacAndrews & Forbes, the Company's other affiliatesand/or third parties and the sale of additional shares of Revlon, Inc.and the terms on which the $25 million M&F Loan and the 2004M&F Loan would be extended; |
|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (xi) | the availabilityof advances under the 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 Keepwell Agreement if it has not receivedsufficient dividend income from its Citigroup Common Stock and theavailability of funds from restructuring indebtedness, selling assetsor operations of Revlon, Inc., capital contributions or loans fromMacAndrews & Forbes, the Company's other affiliates and/orthird parties and the sale of additional shares of Revlon, Inc. or thesale of equity securities of REV Holdings to pay the principal amountat maturity of the REV Holdings Notes or the consummation of theexchange offer for the New REV Holdings Notes; |
|--|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (xii) | the Company's uses of funds, including amountsrequired for the payment of operating expenses, including expenses inconnection with the stabilization and growth phase of theCompany's plan, such as the purchase and reconfiguration of walldisplays and increases in advertising and media, capital expenditurerequirements, including charges and costs in connection with the ERPSystem, payments in connection with the Company's restructuringprograms and debt service payments, and its estimates of operatingexpenses, working capital expenses, wall display costs, capitalexpenditures, restructuring costs and debt service payments (includingpayments required under Products Corporation's debt instrumentsand interest payments under the REV Holdings Notes); |
|--|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (xiii) | matters concerning the Company's market-risksensitive instruments; |
|--|--------|--------------------------------------------------------------------|

|  | (xiv) | the effects of theCompany's adoption of certain accounting principles; |
|--|-------|------------------------------------------------------------------------|

|  | (xv) | Products Corporation obtaining a further waiver oramendment of various provisions of its Credit Agreement, including theEBITDA and leverage ratio covenants, or refinancing or repaying suchdebt before January 31, 2004 in the event such waiver or amendment isnot obtained and Products Corporation receiving the consent of amajority of the lenders under its Credit Agreement in connection withthe 2004 M&F Loan; and |
|--|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (xvi) | the Company'splan to refinance its debt maturing in 2004 and 2005. |
|--|-------|--------------------------------------------------------------------|

Statements that are not historical facts, including statements aboutthe Company's beliefs and expectations, are forward-lookingstatements. Forward-looking statements can be identified by, amongother things, the use of forward-looking language, such as"believes,""expects,""estimates,""projects,""forecast," "may,""will," "should,""seeks," "plans,""scheduled to,""anticipates" or"intends" or the negative of those terms, 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 makes in its Quarterly Reports on Form 10-Qfiled in 2003 and its current Annual Report on Form 10-K filed with theCommission in 2003 (which, among other places, can be found on theCommission's website at http://www.sec.gov). The informationavailable from time to time on such websites 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) | difficulties or delays orunanticipated costs associated with improving the marketingeffectiveness of the Company's wall displays; |
|--|-----|-----------------------------------------------------------------------------------------------------------------------------------|

30

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REVHOLDINGS LLC AND SUBSIDIARIES

|  | (ii) | difficulties or delays in,or unanticipated costs associated with, developing and/or presentingthe Company's increased advertising programs and/or improving theeffectiveness of its advertising; |
|--|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (iii) | difficultiesor delays in, or unanticipated costs associated with, developing andintroducing new products or failure of the Company's customers toaccept new product offerings and/or in further strengthening theCompany's new product development process; |
|--|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (iv) | difficulties or delays in, or unanticipated costsassociated with, implementing the Company's plans to streamlineits product assortment and reconfigure product placement on its walldisplays and selectively adjust prices on certain of its products; |
|--|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (v) | difficulties or delays in, or unanticipated costsassociated with, implementing comprehensive programs to train theCompany's employees; |
|--|-----|----------------------------------------------------------------------------------------------------------------------------------------|

|  | (vi) | unanticipatedcircumstances or results affecting the Company's financialperformance, including decreased consumer spending in response to weakeconomic conditions or weakness in the category, changes in consumerpreferences, such as reduced consumer demand for the Company'scolor cosmetics and other current products, and actions by theCompany's competitors, including business combinations,technological breakthroughs, new products offerings, promotionalspending and marketing and promotional successes, including increasesin market share; |
|--|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

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

|  | (ix) | difficulties, delays or unanticipated costs or lessthan expected savings and other benefits resulting from theCompany's restructuring activities; |
|--|------|---------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (x) | lowerthan expected operating revenues, the inability to secure additionalcapital contributions or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties, lower thanexpected operating revenues or increased operating expenses, or theunavailability of funds under Products Corporation's CreditAgreement, the Mafco Loans, the $25 million M&F Loan or the 2004M&F Loan or from restructuring indebtedness, selling assets oroperations of Revlon, Inc., selling additional shares of Revlon, Inc.or equity securities of REV Holdings; |
|--|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (xi) | advancesunder the Keepwell Agreement being insufficient to satisfy REV Holdingscash requirements, GSB Investments Corp.'s inability to obtaincapital contributions or loans from its affiliates to make advancesunder the Keepwell Agreement if it has not received sufficient dividendincome from its Citigroup Common Stock or difficulties, delays or theinability to consummate the exchange offer for the New REV HoldingsNotes; |
|--|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

|  | (xiii) | interest rate or foreign exchange rate changesaffecting the Company and its market sensitive financialinstruments; |
|--|--------|--------------------------------------------------------------------------------------------------------------------|

|  | (xiv) | unanticipated effects of theCompany's adoption of certain new accounting standards; |
|--|-------|-------------------------------------------------------------------------------------|

|  | (xv) | difficulties, delays or inability to obtain a furtherwaiver or amendment of the EBITDA and leverage ratio covenants underthe Credit Agreement or refinancing or repaying such debt on |
|--|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

31

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REVHOLDINGS LLC AND SUBSIDIARIES

|  |  | or before January 31, 2004 in the event suchwaiver or amendment is not obtained or Products Corporation receivingthe consent of a majority of the lenders under its Credit Agreement inconnection with the 2004 M&F Loan; and |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

Factorsother than those listed above could also cause the Company'sresults to differ materially from expected results. This discussion isprovided as permitted by the Private Securities Litigation Reform Actof 1995.

32

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REVHOLDINGS LLC AND SUBSIDIARIES

PART II — OTHER INFORMATION

Item 4.    **Submission of Matters to a Vote of SecurityHolders** — None

Item 6.    Exhibitsand Reports on Form 8-K.

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

|  | 10.5 | EmploymentAgreement, dated as of August 18, 2003, between Products Corporationand Thomas E. McGuire (incorporated by reference to Exhibit 10.5 to theQuarterly Report on Form 10-Q of Revlon, Inc. for the quarterly periodended September 30,2003). |
|--|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 10.8 | Amendment, dated as ofAugust 18, 2003, to the amended and restated Employment Agreement,dated as of May 9, 2000, as amended June 18, 2001, between ProductsCorporation and Douglas H. Greeff (incorporated by reference to Exhibit10.8 to the Quarterly Report on Form 10-Q of Revlon, Inc. for thequarterly period ended September 30,2003). |
|--|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 31.1 | Section 302 CEOcertification. Filedherewith. |
|--|------|----------------------------------------------|

|  | 31.2 | Section 302 CFOcertification. Filedherewith. |
|--|------|----------------------------------------------|

|  | 32.1 | Section 906 CEOcertification. Furnishedherewith. |
|--|------|--------------------------------------------------|

|  | 32.2 | Section 906 CFOcertification. Furnished herewith. |
|--|------|---------------------------------------------------|

|  | (b)    Reports onForm 8-K — None |
|--|------------------------------------------------------------|

33

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REVHOLDINGS LLC AND SUBSIDIARIES

S I G N A T U R E

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

Dated:    November13, 2003

|  | **REV HOLDINGS LLC** |
|--|----------------------|

Registrant

By:    /s/ Todd J.Slotkin

|  |
|--|
|  |  |  |
|  |

ToddJ. Slotkin

|  | ExecutiveVice President, Chief Financial Officer and Chief AccountingOfficer |
|--|------------------------------------------------------------------------------|

34

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