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

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FORM 10-Q

(Mark One)

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| ** X **  | QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 |

For the quarterly period ended: March 31,2005

OR

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

For the transition period from                                     to                                    

Commission file number 333-23451

REVHOLDINGS LLC

(Exact name of registrant asspecified in its charter)

|                                                               |  |        |        |        |  |                                    |  |  |  |  |
|---------------------------------------------------------------|--|--------|--------|--------|--|------------------------------------|--|--|--|--|
| Delaware                                                      |  |   |   |   |  | 13-3933701                         |
| (State or other jurisdiction ofincorporation or organization) |  |   |   |   |  | (I.R.S.EmployerIdentification No.) |
| 35East 62nd Street, New York, New York                        |  |   |   |   |  | 10021                              |
| (Addressof principal executive offices)                       |  |   |   |   |  | (ZipCode)                          |
|                                                               |

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

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

Indicateby check mark whether the registrant is an accelerated filer (asdefined in Rule 12b-2 of the Securities Exchange Act of 1934).Yes          No   X

As ofMarch 31, 2005, the registrant's membership interest is held byRevlon Holdings LLC.

Total Pages –32

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PART I FINANCIALINFORMATION

1.    Financial Statements.

REV HOLDINGSLLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars inmillions)

|                                                                                                             |  |              |          |                 |  |        |          |         |  |  |
|-------------------------------------------------------------------------------------------------------------|--|--------------|----------|-----------------|--|--------|----------|---------|--|--|
|                                                                                                        |  | March31,2005 |          | December31,2004 |
|                                                                                                        |  | (Unaudited)  |          |
| **ASSETS**                                                                                                  |  |
| Currentassets:                                                                                              |  |
| Cash and cashequivalents                                                                                    |  | $            | 104.1    |            |  | $      | 120.8    |    |
| Tradereceivables, less allowances of $17.4 and $19.0 as of March 31, 2005and December 31, 2004,respectively |  |         | 152.3    |            |  |   | 200.6    |    |
| Inventories                                                                                                 |  |         | 169.6    |            |  |   | 154.7    |    |
| Prepaidexpenses andother                                                                                    |  |         | 72.4     |            |  |   | 69.7     |    |
| Investment indebt defeasancetrust                                                                           |  |         | 197.9    |            |  |   | —  |    |
| Totalcurrentassets                                                                                          |  |         | 696.3    |            |  |   | 545.8    |    |
| Property,plant and equipment,net                                                                            |  |         | 115.3    |            |  |   | 118.7    |    |
| Otherassets                                                                                                 |  |         | 157.4    |            |  |   | 149.9    |    |
| Goodwill,net                                                                                                |  |         | 186.1    |            |  |   | 186.1    |    |
| Totalassets                                                                                                 |  | $            | 1,155.1  |            |  | $      | 1,000.5  |    |
| **LIABILITIESAND MEMBER'S DEFICIENCY**                                                                      |  |
| Currentliabilities:                                                                                         |  |
| Short-term borrowings –thirdparties                                                                   |  | $            | 33.9     |            |  | $      | 36.6     |    |
| Currentportion of long-term debt – thirdparties                                                       |  |         | 191.7    |            |  |   | 10.5     |    |
| Accountspayable                                                                                             |  |         | 100.9    |            |  |   | 95.2     |    |
| Accruedexpenses andother                                                                                    |  |         | 270.8    |            |  |   | 284.2    |    |
| Totalcurrentliabilities                                                                                     |  |         | 597.3    |            |  |   | 426.5    |    |
| Long-termdebt – thirdparties                                                                          |  |         | 1,355.5  |            |  |   | 1,326.7  |    |
| Long-termdebt –affiliates                                                                             |  |         | 2.4      |            |  |   | 1.2      |    |
| Other long-termliabilities                                                                                  |  |         | 294.5    |            |  |   | 294.6    |    |
| Member'sdeficiency:                                                                                         |  |
| Member'sinterest                                                                                            |  |         | —  |            |  |   | —  |    |
| Additionalpaid-incapital                                                                                    |  |         | 955.2    |            |  |   | 955.6    |    |
| Accumulateddeficit since June 24,1992                                                                       |  |         | (1,914.7 | )          |  |   | (1,867.3 | )  |
| Deferredcompensation                                                                                        |  |         | (10.4    | )          |  |   | (12.5    | )  |
| Accumulatedother comprehensiveloss                                                                          |  |         | (124.7   | )          |  |   | (124.3   | )  |
| Totalmember'sdeficiency                                                                                     |  |         | (1,094.6 | )          |  |   | (1,048.5 | )  |
| Totalliabilities and member'sdeficiency                                                                     |  | $            | 1,155.1  |            |  | $      | 1,000.5  |    |
|                                                                                                             |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

2

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

|                                            |  |                           |         |         |  |        |        |         |  |  |
|--------------------------------------------|--|---------------------------|---------|---------|--|--------|--------|---------|--|--|
|                                       |  | ThreeMonths EndedMarch31, |
|                                       |  | 2005                      |         | 2004    |
| Netsales                                   |  | $                         | 300.9   |    |  | $      | 308.4  |    |
| Cost ofsales                               |  |                      | 114.2   |    |  |   | 117.1  |    |
| Grossprofit                                |  |                      | 186.7   |    |  |   | 191.3  |    |
| Selling, generaland administrativeexpenses |  |                      | 187.1   |    |  |   | 171.9  |    |
| Restructuring(benefit) costs and other,net |  |                      | 1.7     |    |  |   | (0.7   | )  |
| Operating(loss)income                      |  |                      | (2.1    | )  |  |   | 20.1   |    |
| Otherexpenses (income):                    |  |
| Interestexpense                            |  |                      | 30.3    |    |  |   | 45.9   |    |
| Interestincome                             |  |                      | (1.6    | )  |  |   | (1.0   | )  |
| Amortization ofdebt issuance costs         |  |                      | 1.6     |    |  |   | 2.6    |    |
| Foreigncurrency losses (gains),net         |  |                      | 2.5     |    |  |   | (1.4   | )  |
| Loss on earlyextinguishment of debt        |  |                      | 7.5     |    |  |   | 32.6   |    |
| Gainon issuance of subsidiarystock         |  |                      | — |    |  |   | (363.6 | )  |
| Miscellaneous,net                          |  |                      | 1.4     |    |  |   | 0.1    |    |
| Otherexpenses (income),net                 |  |                      | 41.7    |    |  |   | (284.8 | )  |
| (Loss)income before incometaxes            |  |                      | (43.8   | )  |  |   | 304.9  |    |
| Provision forincometaxes                   |  |                      | 3.6     |    |  |   | 0.8    |    |
| Net(loss)income                            |  | $                         | (47.4   | )  |  | $      | 304.1  |    |
|                                            |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

3

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

|                                                          |  |                           |        |                    |  |                       |          |                                     |  |                          |        |         |  |        |        |         |  |        |          |         |  |  |
|----------------------------------------------------------|--|---------------------------|--------|--------------------|--|-----------------------|----------|-------------------------------------|--|--------------------------|--------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                     |  | AdditionalPaid-In-Capital |        | AccumulatedDeficit |  | Deferred Compensation |          | AccumulatedOther Comprehensive Loss |  | TotalMember's Deficiency |
| Balance, January 1,2005                                  |  | $                         | 955.6  |               |  | $                     | (1,867.3 | )                              |  | $                        | (12.5  | )  |  | $      | (124.3 | )  |  | $      | (1,048.5 | )  |
| Stock-basedcompensation                                  |  |                      | (0.4   | )             |  |                  |     |                                |  |                     | 0.4    |    |  |   |   |    |  |   | —  |    |
| Amortizationof deferredcompensation                      |  |                      |   |               |  |                  |     |                                |  |                     | 1.7    |    |  |   |   |    |  |   | 1.7      |    |
| Comprehensiveloss:                                       |  |
| Netloss                                                  |  |                      |   |               |  |                  | (47.4    | )                              |  |                     |   |    |  |   |   |    |  |   | (47.4    | )  |
| Revaluationof foreign currency forward exchangecontracts |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   | 1.1    |    |  |   | 1.1      |    |
| Currencytranslationadjustment                            |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   | (1.5   | )  |  |   | (1.5     | )  |
| Totalcomprehensiveloss                                   |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   |   |    |  |   | (47.8    | )  |
| Balance,March 31,2005                                    |  | $                         | 955.2  |               |  | $                     | (1,914.7 | )                              |  | $                        | (10.4  | )  |  | $      | (124.7 | )  |  | $      | (1,094.6 | )  |
|                                                          |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

4

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

|                                                                                                  |  |                           |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------------------------------|--|---------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedMarch31, |
|                                                                                             |  | 2005                      |         | 2004    |
| **CASHFLOWS FROM OPERATING ACTIVITIES:**                                                         |  |
| Net (loss)income                                                                                 |  | $                         | (47.4   | )  |  | $      | 304.1   |    |
| Adjustmentsto reconcile net loss to net cash used for operatingactivities:                       |  |
| Depreciation andamortization                                                                     |  |                      | 23.5    |    |  |   | 26.4    |    |
| Amortizationof debtdiscount                                                                      |  |                      | — |    |  |   | 0.8     |    |
| Stockcompensationamortization                                                                    |  |                      | 1.7     |    |  |   | 0.6     |    |
| Loss onearly extinguishment ofdebt                                                               |  |                      | 7.5     |    |  |   | 32.6    |    |
| Gain onissuance of subsidiarystock                                                               |  |                      |    |    |  |   | (363.6  | )  |
| Changein assets and liabilities:                                                                 |  |
| Decrease in tradereceivables                                                                     |  |                      | 45.6    |    |  |   | 28.4    |    |
| Increaseininventories                                                                            |  |                      | (17.3   | )  |  |   | (9.0    | )  |
| Increasein prepaid expenses and other currentassets                                              |  |                      | (3.2    | )  |  |   | (10.6   | )  |
| Increase(decrease) in accountspayable                                                            |  |                      | 7.0     |    |  |   | (1.8    | )  |
| Decrease inaccrued expenses and other currentliabilities                                         |  |                      | (9.6    | )  |  |   | (22.1   | )  |
| Purchaseof permanentdisplays                                                                     |  |                      | (17.5   | )  |  |   | (20.6   | )  |
| Other,net                                                                                        |  |                      | 0.9     |    |  |   | (5.3    | )  |
| Netcash used for operatingactivities                                                             |  |                      | (8.8    | )  |  |   | (40.1   | )  |
| **CASHFLOWS FROM INVESTING ACTIVITIES:**                                                         |  |
| Capitalexpenditures                                                                              |  |                      | (2.7    | )  |  |   | (2.7    | )  |
| Investmentin debt defeasancetrust                                                                |  |                      | (197.9  | )  |  |   | — |    |
| Netcash used for investingactivities                                                             |  |                      | (200.6  | )  |  |   | (2.7    | )  |
| **CASHFLOWS FROM FINANCING ACTIVITIES:**                                                         |  |
| Net (decrease)increase in short-term borrowings – thirdparties                             |  |                      | (2.3    | )  |  |   | 1.8     |    |
| Proceeds from theissuance of long-term debt – thirdparties                                 |  |                      | 310.0   |    |  |   | 163.8   |    |
| Repayment oflong-term debt – third parties, including prepaymentfee                        |  |                      | (105.0  | )  |  |   | (207.4  | )  |
| Proceeds fromthe issuance of long-term debt –affiliates                                    |  |                      | — |    |  |   | 38.7    |    |
| Repayment oflong-term debt –affiliates                                                     |  |                      | — |    |  |   | (15.5   | )  |
| Capitalcontribution fromaffiliate                                                                |  |                      |    |    |  |   | 54.1    |    |
| Advances under theKeepwell Agreement                                                             |  |                      | 1.2     |    |  |   | 4.5     |    |
| Paymentof financingcosts                                                                         |  |                      | (9.0    | )  |  |   | (3.5    | )  |
| Netcash provided by financingactivities                                                          |  |                      | 194.9   |    |  |   | 36.5    |    |
| Effectof exchange rate changes on cash and cashequivalents                                       |  |                      | (2.2    | )  |  |   | 3.6     |    |
| Netdecrease in cash and cashequivalents                                                          |  |                      | (16.7   | )  |  |   | (2.7    | )  |
| Cashand cash equivalents at beginning ofperiod                                                   |  |                      | 120.8   |    |  |   | 56.5    |    |
| Cashand cash equivalents at end ofperiod                                                         |  | $                         | 104.1   |    |  | $      | 53.8    |    |
| Supplementalschedule of cash flow information:                                                   |  |
| Cashpaid during the periodfor:                                                                   |  |
| Interest                                                                                         |  | $                         | 37.7    |    |  | $      | 51.0    |    |
| Incometaxes, net ofrefunds                                                                       |  |                      | 1.0     |    |  |   | 1.9     |    |
| Supplementalschedule of noncash investing and financingactivities:                               |  |
| Conversion of long-term debtand accrued interest to Class A CommonStock                          |  | $                         | — |    |  | $      | 813.8   |    |
| Noncashcapital contributions from parent of REV Holdings Notes and issuance ofstock toaffiliates |  |                      | — |    |  |   | 7.9     |    |
| Issuanceof New REV Holdings Notes in exchange for REV HoldingsNotes                              |  |                      | — |    |  |   | 18.5    |    |
|                                                                                                  |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

5

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amountsin millions)

(1) Basis of Presentation

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

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

As of March 31, 2005,REV Holdings owned 20,819,333 shares of Class A Common Stock and31,250,000 shares of Class B Common Stock (representing approximately14% of the Common Stock and approximately 51% of thecombined voting power of the Common Stock). The REV Holdings membershipinterest is owned by its sole member, Revlon Holdings LLC("Revlon Holdings"), whose membershipinterest, in turn, is owned indirectly by MacAndrews & ForbesHoldings Inc. ("MacAndrews & ForbesHoldings" and, together with its affiliates,"MacAndrews & Forbes"), a corporationwholly owned by Ronald O. Perelman. As of March 31, 2005, MacAndrews& Forbes Holdings beneficially owned approximately 60.0% ofthe Common Stock (representing approximately 77.2% of thecombined voting power of the Common Stock).

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

Certain amounts in the prior period financialstatements have been reclassified to conform to the currentperiod's presentation.

Stock-BasedCompensation

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 Class A Common Stock at the date of the grantover the amount an employee must pay to acquire suchstock.

6

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

The following table illustrates the effecton net (loss) income as if the Company had applied the fair valuemethod to its stock-based compensation under the disclosure provisionsof SFAS No. 123 and amended disclosure provisions of SFAS No. 148,"Accounting for Stock-Based Compensation —Transition and Disclosure, an amendment of FASB Statements No.123":

|                                                                                                              |  |                           |       |         |  |        |       |         |  |  |
|--------------------------------------------------------------------------------------------------------------|--|---------------------------|-------|---------|--|--------|-------|---------|--|--|
|                                                                                                         |  | ThreeMonths EndedMarch31, |
|                                                                                                         |  | 2005                      |       | 2004    |
| Net(loss) income asreported                                                                                  |  | $                         | (47.4 | )  |  | $      | 304.1 |    |
| Add:Stock-based employee compensation expense included in reported netloss                                   |  |                      | 1.7   |    |  |   | 0.6   |    |
| Deduct: Totalstock-based employee compensation expense determined under fair valuebased method for allawards |  |                      | (5.7  | )  |  |   | (1.5  | )  |
| Proforma net (loss)income                                                                                    |  | $                         | (51.4 | )  |  | $      | 303.2 |    |
|                                                                                                              |

Thefair value of each option grant is estimated on the date of the grantusing the Black-Scholes option-pricing model. The Company granted5,004,972 stock options during the three months ended March 31, 2005and used the following weighted average assumptions to calculate thefair value of these options: no dividend yield; expected volatility ofapproximately 61%; weighted average risk-free interest rate of3.95%; and an expected life of 4.75 years.

The effects ofapplying SFAS No. 123 in this pro forma disclosure are not necessarilyindicative of future amounts.

Recent AccountingPronouncements

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment," anamendment to FASB Statements Nos. 123 and 95 ("SFAS No.123(R)"), which replaces SFAS No. 123, and supercedes APBOpinion No. 25, "Accounting for Stock Issued toEmployees." SFAS No. 123(R) requires all share-basedpayments to employees, including grants of employee stock options, tobe recognized in the financial statements based on their fair values.In April 2005, the Securities and Exchange Commission (the"SEC" or the"Commission") adopted a rule allowingcompanies to implement SFAS No. 123(R) at the beginning of their nextfiscal year that begins after June 15, 2005, which for the Company willbe the fiscal year beginning January 1, 2006. The Company currentlyplans to adopt SFAS No. 123(R) effective January 1, 2006. The pro formadisclosures previously permitted under SFAS No. 123 no longer will bean alternative to financial statement recognition. Under SFAS No.123(R), the Company must determine the appropriate fair value model tobe used for valuing share-based payments, the amortization method forcompensation cost and the transition method to be used at the date ofadoption. The transition methods are either a prospective method or aretroactive method. Under the retroactive method, prior periods may berestated either as of the beginning of the year of adoption or for allperiods presented. The prospective method requires that compensationexpense be recorded for all unvested stock options and restricted stockat the beginning of the first quarter of adoption of SFAS No. 123(R),while the retroactive method would record compensation expense for allunvested stock options and restricted stock beginning with the firstperiod restated. The Company is currently evaluating the impact of SFASNo. 123(R) and has not yet determined the method of adoption or theeffect of adopting SFAS 123(R), and it has not determined whether itsadoption will result in amounts in future periods that are similar tothe Company's current pro forma disclosures under SFAS No. 123.The Company expects that the adoption of SFAS No. 123(R) will have amaterial impact on the Company's consolidated results ofoperations.

In December 2004, the FASB issued SFAS No. 153,"Exchanges of Nonmonetary Assets — An Amendment ofAPB Opinion No. 29, Accounting for NonmonetaryTransactions" ("SFAS No. 153").

7

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

SFAS No. 153 eliminates the exception fromfair value measurement for nonmonetary exchanges of similar productiveassets in paragraph 21(b) of APB Opinion No. 29,"Accounting for Nonmonetary Transactions,"and replaces it with an exception for exchanges that do not havecommercial substance. SFAS No. 153 specifies that a nonmonetaryexchange has commercial substance if the future cash flows of theentity are expected to change significantly as a result of theexchange. SFAS No. 153 is effective for the fiscal periods beginningafter June 15, 2005 and is required to be adopted by the Companybeginning on January 1, 2006. The provisions of this statement will beapplied prospectively. The Company is currently evaluating the impactof SFAS No. 153 and does not expect that the adoption of SFAS No. 153will have a material impact on its consolidated results of operationsand financial condition.

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

(2) Post-retirementBenefits

The components of net periodic benefit cost for thepension and the other post-retirement benefit plans for the threemonths ended March 31, 2005 and 2004 are as follows:

|                                        |  |              |         |                                    |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|--------------|---------|------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionPlans |         | Other Post-retirement BenefitPlans |
|                                   |  | 2005         |         | 2004                               |  | 2005   |         | 2004    |
| Servicecost                            |  | $            | 2.6     |                               |  | $      | 2.5     |    |  | $      | (0.2    | )  |  | $      | (1.9    | )  |
| Interestcost                           |  |         | 7.8     |                               |  |   | 7.6     |    |  |   | 0.1     |    |  |   | (1.4    | )  |
| Expectedreturn on planassets           |  |         | (7.1    | )                             |  |   | (6.4    | )  |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost       |  |         | (0.1    | )                             |  |   | (0.1    | )  |  |   | — |    |  |   | — |    |
| Amortizationof actuarialloss           |  |         | 2.0     |                               |  |   | 2.1     |    |  |   | — |    |  |   | — |    |
|                                   |  |         | 5.2     |                               |  |   | 5.7     |    |  |   | (0.1    | )  |  |   | (3.3    | )  |
| Portionallocated to Revlon HoldingsLLC |  |         | — |                               |  |   | — |    |  |   | — |    |  |   | — |    |
|                                   |  | $            | 5.2     |                               |  | $      | 5.7     |    |  | $      | (0.1    | )  |  | $      | (3.3    | )  |
|                                        |

TheCompany recognized $3.3 million of income for the first quarter of 2004related to a reduction in the liability for an Internationalpost-retirement benefit arrangement.

8

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

(3) Inventories

|                          |  |              |       |                  |  |        |       |        |  |  |
|--------------------------|--|--------------|-------|------------------|--|--------|-------|--------|--|--|
|                     |  | March31,2005 |       | December 31,2004 |
| Rawmaterials andsupplies |  | $            | 51.3  |             |  | $      | 48.1  |   |
| Work-in-process          |  |         | 13.7  |             |  |   | 12.2  |   |
| Finishedgoods            |  |         | 104.6 |             |  |   | 94.4  |   |
|                     |  | $            | 169.6 |             |  | $      | 154.7 |   |
|                          |

(4)Investment in Debt Defeasance Trust

Products Corporation placed$197.9 million of the proceeds from the March 16, 2005 issuance of its91⁄2% Senior Notes (as hereinafter defined) into anirrevocable trust for the sole purpose of funding the redemption of its8 1/8% Senior Notes, plus accrued interest, andits 9% Senior Notes, plus accrued interest and premium (each ashereinafter defined). The trustee used the proceeds to purchase U.S.government securities that had maturities that coincided with the April2005 scheduled redemption date of these notes. The investment in thedebt defeasance trust is included in current assets in the UnauditedConsolidated Balance Sheet. See "Long-termDebt" in Note 9 and "SubsequentEvent" in Note 10 to the Unaudited Consolidated FinancialStatements.

(5) Comprehensive Loss

The components ofcomprehensive loss for the three months ended March 31, 2005 and 2004are as follows:

|                                                          |  |                           |       |         |  |        |       |         |  |  |
|----------------------------------------------------------|--|---------------------------|-------|---------|--|--------|-------|---------|--|--|
|                                                     |  | ThreeMonths EndedMarch31, |
|                                                     |  | 2005                      |       | 2004    |
| Net(loss)income                                          |  | $                         | (47.4 | )  |  | $      | 304.1 |    |
| Othercomprehensive (loss) income:                        |  |
| Revaluation offoreign currency forward exchangecontracts |  |                      | 1.1   |    |  |   | 0.7   |    |
| Currencytranslationadjustment                            |  |                      | (1.5  | )  |  |   | (1.6  | )  |
| Othercomprehensive (loss)income                          |  |                      | (0.4  | )  |  |   | (0.9  | )  |
| Comprehensive(loss)income                                |  | $                         | (47.8 | )  |  | $      | 303.2 |    |
|                                                          |

(6)Restructuring Costs and Other, net

During the three monthsended March 31, 2005, the Company recorded separate charges of$1.7  million primarily for employee severance and otherpersonnel benefits. During the three months ended March 31, 2004, theCompany revised its estimate of the cost to be incurred related to aprevious restructuring program.

9

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

Details of the activities described aboveduring the three-month period ended March 31, 2005 are as follows:

|                                                 |  |                           |      |              |  |              |         |         |  |                            |      |         |  |        |         |         |  |        |      |        |  |  |
|-------------------------------------------------|--|---------------------------|------|--------------|--|--------------|---------|---------|--|----------------------------|------|---------|--|--------|---------|---------|--|--------|------|--------|--|--|
|                                            |  |                      |      |         |  | Utilized,Net |         |
|                                            |  | Balanceas ofJanuary1,2005 |      | Expenses,Net |  | Cash         |         | Noncash |  | Balanceas of March 31,2005 |
| Employeeseverance and other personnel benefits: |  |
| 2003program                                     |  | $                         | 3.1  |         |  | $            | — |    |  | $                          | (0.5 | )  |  | $      | (0.1    | )  |  | $      | 2.5  |   |
| 2004program                                     |  |                      | 5.1  |         |  |         | 1.7     |    |  |                       | (1.8 | )  |  |   | (0.3    | )  |  |   | 4.7  |   |
|                                            |  |                      | 8.2  |         |  |         | 1.7     |    |  |                       | (2.3 | )  |  |   | (0.4    | )  |  |   | 7.2  |   |
| Leasesand equipmentwrite-offs                   |  |                      | 2.9  |         |  |         | — |    |  |                       | (0.1 | )  |  |   | — |    |  |   | 2.8  |   |
|                                            |  | $                         | 11.1 |         |  | $            | 1.7     |    |  | $                          | (2.4 | )  |  | $      | (0.4    | )  |  | $      | 10.0 |   |
|                                                 |

(7)Geographic Information

The Company manages its business on thebasis of one reportable operating segment. The Company has operationsestablished in 16 countries outside of the U.S. and its products aresold throughout the world. The Company's results of operationsand the value of its assets and liabilities may be adversely affectedby, among other things, weak economic conditions, politicaluncertainties, military actions, terrorist activities, adverse currencyfluctuations, category weakness, competitive activities, retailerinventory management and changes in consumer purchasing habits,including with respect to shopping channels.

|                        |  |                           |       |        |  |        |       |        |  |  |
|------------------------|--|---------------------------|-------|--------|--|--------|-------|--------|--|--|
|                   |  | ThreeMonths EndedMarch31, |
|                   |  | 2005                      |       | 2004   |
| **Geographicarea:**    |  |
| Netsales:              |  |
| UnitedStates           |  | $                         | 179.3 |   |  | $      | 190.6 |   |
| Canada                 |  |                      | 14.9  |   |  |   | 15.3  |   |
| UnitedStates andCanada |  |                      | 194.2 |   |  |   | 205.9 |   |
| International          |  |                      | 106.7 |   |  |   | 102.5 |   |
|                   |  | $                         | 300.9 |   |  | $      | 308.4 |   |
|                        |

|                        |  |              |       |                 |  |        |       |        |  |  |
|------------------------|--|--------------|-------|-----------------|--|--------|-------|--------|--|--|
|                   |  | March31,2005 |       | December31,2004 |
| Long-livedassets:      |  |
| UnitedStates           |  | $            | 374.6 |            |  | $      | 371.3 |   |
| Canada                 |  |         | 4.8   |            |  |   | 4.2   |   |
| UnitedStates andCanada |  |         | 379.4 |            |  |   | 375.5 |   |
| International          |  |         | 79.4  |            |  |   | 79.2  |   |
|                   |  | $            | 458.8 |            |  | $      | 454.7 |   |
|                        |

10

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

|                                    |  |                            |       |        |  |        |       |        |  |  |
|------------------------------------|--|----------------------------|-------|--------|--|--------|-------|--------|--|--|
|                               |  | Three Months EndedMarch31, |
|                               |  | 2005                       |       | 2004   |
| **Classesof similar products:**    |  |
| Netsales:                          |  |
| Cosmetics, skin care andfragrances |  | $                          | 201.2 |   |  | $      | 209.4 |   |
| Personalcare                       |  |                       | 99.7  |   |  |   | 99.0  |   |
|                               |  | $                          | 300.9 |   |  | $      | 308.4 |   |
|                                    |

(8)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 primarily in cost of goods sold when theunderlying transactions hedged are realized (e.g., when inventory issold or intercompany transactions are settled). The Company enters intothese contracts with counterparties that are major financialinstitutions, and accordingly the Company believes that the risk ofcounterparty nonperformance is remote. The notional amount of theforeign currency forward exchange contracts outstanding at March 31,2005 and December 31, 2004 was $42.4  million and $31.5 million,respectively. The fair value of the foreign currency forward exchangecontracts outstanding at March 31, 2005 and December 31, 2004 was$(1.0) million and $(2.3) million, respectively.

(9) Long-termDebt

|                                                        |  |              |         |                 |  |        |         |         |  |  |
|--------------------------------------------------------|--|--------------|---------|-----------------|--|--------|---------|---------|--|--|
|                                                   |  | March31,2005 |         | December31,2004 |
| 2004 CreditAgreement:                                  |  |
| Term Loan Facility due2010                             |  | $            | 700.0   |            |  | $      | 800.0   |    |
| Multi-CurrencyFacility due2010                         |  |         | — |            |  |   | — |    |
| 8 1/8%Senior Notes due2006                             |  |         | 116.2   |            |  |   | 116.2   |    |
| 9% SeniorNotes due2006                                 |  |         | 75.5    |            |  |   | 75.5    |    |
| 8 5/8%Senior Subordinated Notes due2008                |  |         | 327.0   |            |  |   | 327.0   |    |
| 91⁄2%Senior Notes due2011                         |  |         | 310.0   |            |  |   | — |    |
| 13% SeniorSecured Notes due2007                        |  |         | 18.5    |            |  |   | 18.5    |    |
| 2004 ConsolidatedMacAndrews & Forbes Line ofCredit |  |         | — |            |  |   | — |    |
| Advancesunder the Keepwell and New KeepwellAgreements  |  |         | 2.4     |            |  |   | 1.2     |    |
|                                                   |  |         | 1,549.6 |            |  |   | 1,338.4 |    |
| Lesscurrentportion                                     |  |         | (191.7  | )          |  |   | (10.5   | )  |
|                                                   |  | $            | 1,357.9 |            |  | $      | 1,327.9 |    |
|                                                        |

OnMarch 16, 2005, Products Corporation completed an offering of $310million aggregate principal amount of 91⁄2% Senior Notesdue 2011 (the "91⁄2% SeniorNotes"). Interest on the 91⁄2% Senior Notes ispayable semi-annually on April 1 and October 1 of each year, beginningOctober 1, 2005. For additional descriptions of the 91⁄2%Senior Notes, see "Note 19 Subsequent Events"of the Consolidated Financial Statements and related notes in REVHoldings' Annual Report on Form 10-K for the year ended December31, 2004.

11

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS  (continued)(all tabular amountsin millions)

The proceeds from the 91⁄2%Senior Notes were used to prepay $100 million of indebtednessoutstanding under the Term Loan Facility of ProductsCorporation's 2004 Credit Agreement (as each such term ishereinafter defined), together with accrued interest and the associated$5.0 million prepayment fee and to pay $7.0 million in certain fees andexpenses associated with the issuance of the 91⁄2% SeniorNotes. The remaining $197.9 million in proceeds was placed in a debtdefeasance trust to redeem $116.2 million aggregate principal amountoutstanding of Product Corporation's8 1/8% Senior Notes due 2006 (the"8 1/8% SeniorNotes"), plus accrued interest, and $75.5 millionaggregate principal amount outstanding of Product Corporation's9% Senior Notes due 2006 (the "9% SeniorNotes"), plus accrued interest and the applicable premium.The current portion of long-term debt at March 31, 2005 consisted ofthe outstanding 8 1/8% Senior Notes and9% Senior Notes which Products Corporation redeemed in April2005. See "Subsequent Event" in Note 10 tothe Unaudited Consolidated Financial Statements. Amounts prepaid underthe Term Loan Facility permanently reduce the commitment and are notavailable for future borrowings.

(10) Subsequent Event

On April 15, 2005, Products Corporation completed the redemption ofall $116.2 million aggregate principal amount outstanding of its8 1/8% Senior Notes and all $75.5 millionaggregate principal amount outstanding of its 9% Senior Noteswhen amounts previously deposited in a debt defeasance trust werereleased by the trustee to holders of such notes. The aggregateredemption prices for the 8 1/8% Senior Notesand 9% Senior Notes were $118.1 million and $79.8 million,respectively, which constituted the principal amount and interestpayable on the 8 1/8% Senior Notes and the9% Senior Notes and, with respect to the 9% Senior Notes,the applicable premium. In connection with the redemption, the Companyrecognized a loss on extinguishment of debt of $1.6million.

12

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

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

Overview

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

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

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

The Company intendsto capitalize on the actions taken during the stabilization and growthphase of its plan, with the objective of increasing revenues andachieving profitability over the long term. The Company currentlyanticipates that the continued growth momentum and accelerated growthstage of its plan will include various actions that representrefinements of and additions to the actions taken during thestabilization and growth phase of its plan, with the objective ofbalancing top-line growth with improved operating margins anddeveloping and implementing the Company's margin transformationinitiatives. These ongoing initiatives include, among other things,actions to: (i) further improve the new product development andintroduction process; (ii) continue to increase the effectiveness andreduce the cost of the Company's display walls; (iii) driveefficiencies across the Company's overall supply chain, includingreducing manufacturing costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, which willinclude moving certain production for the European markets to theProducts Corporation's Oxford, North Carolina facility, andentering into new warehousing and distribution arrangements in theU.K.; (iv) optimize the effectiveness of the Company'sadvertising, marketing and promotions; (v) continue the training anddevelopment of the Company's organization so that it may continueto improve its capability to execute the Company's strategieswhile providing enhanced job satisfaction for its employees; and (vi)continue to strengthen the Company's balance sheet and capitalstructure.

The Company recently completed a review of itsadvertising agencies as part of its strategy to optimize theeffectiveness of its advertising, marketing and promotions, and onMarch 15, 2005 the Company announced that it awarded the Kaplan ThalerGroup, Ltd. all creative aspects of advertising for the Revloncosmetics brand and Carat has been appointed agency of record for allthe media for the Company. As part of this strategy, the Companyconducted an advertising agency review for the Almay brand and itexpects to announce decisions related to such matter in the secondquarter of 2005.

The continued growth momentum and acceleratedgrowth stage will also include strengthening the Company'sbalance sheet and capital structure, much of which was accomplished inthe first quarter of 2005 and in 2004. On March 16, 2005, ProductsCorporation completed the sale of $310 million aggregate principalamount of its 91⁄2% Senior Notes and used the proceeds toprepay and permanently reduce $100 million of indebtedness under theTerm Loan Facility of Products Corporation's 2004 CreditAgreement, to redeem its 8 1/8% Senior Notes and9% Senior Notes and to pay the applicable redemption premiums,fees and expenses related to these transactions. The offering and therelated transactions extended the maturities of ProductsCorporation's debt that would have otherwise been due in 2006 andreduced, in part, Products Corporation's exposure to floatingrate debt. See further discussion in "2005 RefinancingTransactions" within this section and in Note 9"Long-Term Debt" to the UnauditedConsolidated Financial Statements.

13

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

Continuing to implement and refine theCompany's plan could include taking advantage of opportunities toreposition, repackage or reformulate one or more of the Company'sbrands or product lines, launching new brands or product lines orfurther refining the Company's approach to retail merchandising.Any of these actions, whose intended purpose would be to create valuethrough profitable growth, could result in the Company makinginvestments or recognizing charges related to executing against suchopportunities.

The Company believes that it has strengthened itsorganizational capability and it intends to continue doing so. TheCompany also believes that it has strengthened its relationships withits key retailers in the U.S.

Net sales for the three monthsended March 31, 2005 decreased $7.5 million, or 2.4%, to $300.9million, as compared to $308.4 million for the three months ended March31, 2004, driven by lower shipments in the U.S. and lower licensingrevenues due primarily to the $4.7 million prepayment of a licenserenewal fee that benefited the first quarter of 2004, partially offsetby favorable foreign currency translation.

In the United Statesand Canada, net sales decreased to $194.2 million in the first quarterof 2005 from $205.9 million in the first quarter of 2004 due primarilyto lower shipments and lower licensing revenues due primarily to theaforementioned prepayment of a license renewal fee in the first quarterof 2004. In International, in the first quarter of 2005, net salesincreased to $106.7 million from $102.5 million in the first quarter of2004 due primarily to favorable foreign currency translation.

Interms of U.S. marketplace performance, the U.S. color cosmeticscategory for the first quarter of 2005 increased approximately1.4% versus the first quarter of 2004. Combined share for theRevlon and Almay brands totaled 21.9% for the first quarter of2005, compared with 22.1% for the first quarter of 2004, withthe Revlon brand registering a share of 15.6% for the firstquarter 2005, compared to 16.4% for the first quarter 2004, andthe Almay brand registering a share of 6.3% for the firstquarter 2005, compared to 5.8% for the first quarter 2004. Inhair color, the Company gained market share in the first quarter of2005, compared with the first quarter 2004, while market share declinedin beauty tools and was essentially even foranti-perspirants/deodorants. All U.S. market share and market positiondata herein for the Company's brands are based upon retail dollarsales, which are derived from ACNielsen data. ACNielsen measures retailsales volume of products sold in the U.S. mass-market distributionchannel. Such data represent ACNielsen's estimates based upondata gathered by ACNielsen from market samples, which ACNielsen adjustsfrom time to time, and are therefore subject to some degree ofvariance. ACNielsen's data do not reflect sales volume fromWal-Mart, Inc., which is the Company's largest customer,representing approximately 21.0% of the Company's 2004consolidated net sales.

Net sales in the Company'sdomestic and international operations in the normal course are subjectto the risk of being adversely affected by, among other things, one ormore of the following: weak economic conditions, politicaluncertainties, military actions, terrorist activities, adverse currencyfluctuations, category weakness, competitive activities, retailerinventory management and changes in consumer purchasing habits,including with respect to shopping channels.

Operating loss inthe first quarter of 2005 was $2.1 million, as compared to operatingincome of $20.1 million in the first quarter of 2004. The $22.2 milliondecrease in operating income for the first quarter of 2005 is due tohigher advertising, promotional and other marketing expenses and lowergross profit resulting from lower net sales as discussed above. Thefirst quarter of 2004 also benefited from a $3.3 million reduction of aliability associated with an international benefit arrangement, ofwhich $1.9 million was recorded in cost of sales and $1.4 million wasrecorded in selling, general and administrative expenses.

The$7.5 million loss on early extinguishment of debt for the first quarterof 2005 represents the $5.0 million prepayment fee related to theprepayment of $100.0 million of indebtedness outstanding under the

14

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

Term Loan Facility of the 2004 CreditAgreement as well as the write-off of the portion of deferred financingcosts related to the amount prepaid. The loss on early extinguishmentof debt for the first quarter of 2004 represents the loss on theexchange of equity for certain indebtedness in the Revlon ExchangeTransactions (as hereinafter defined) and fees, expenses and thewrite-off of deferred financing costs related to the Revlon ExchangeTransactions.

Discussion of Critical Accounting Policies

For a discussion of the Company's critical accountingpolicies, see REV Holdings' Annual Report on Form 10-K for theyear ended December 31, 2004.

Results of Operations

Inthe tables, numbers in parenthesis ( ) denote unfavorablevariances.

Netsales:

|                        |  |                           |       |        |  |         |       |          |  |        |       |         |  |        |      |                        |  |  |
|------------------------|--|---------------------------|-------|--------|--|---------|-------|----------|--|--------|-------|---------|--|--------|------|------------------------|--|--|
|                   |  | ThreeMonths EndedMarch31, |       |
|                   |  | 2005                      |       | 2004   |  | $Change |       | % Change |
| United StatesandCanada |  | $                         | 194.2 |   |  | $       | 205.9 |     |  | $      | (11.7 | )  |  |   | (5.7 | )%                |
| International          |  |                      | 106.7 |   |  |    | 102.5 |     |  |   | 4.2   |    |  |   | 4.1  | %(1)              |
|                   |  | $                         | 300.9 |   |  | $       | 308.4 |     |  | $      | (7.5  | )  |  |   | (2.4 | )												(2)  |
|                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of currency fluctuations, International net sales increased0.4%. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Excludingthe impact of currency fluctuations, consolidated net sales decreased4.0%. |

United States and Canada.

Thedecrease in net sales in the U.S. and Canada in the first quarter of2005, as compared with the first quarter of 2004, was driven primarilyby lower shipments of existing products, partially offset by strongshipments of new products in the first quarter of 2005, as compared tothe first quarter of 2004. Additionally, licensing revenue in firstquarter 2005 was lower due primarily to the $4.7 million prepayment ofa license renewal fee, which benefited the first quarter of 2004.

International.

Net sales in the Company'sinternational operations were $106.7 million for the first quarter of2005, compared with $102.5 million for the first quarter of 2004, anincrease of $4.2 million or 4.1%. Excluding the impact offoreign currency fluctuations, international sales increased by0.4% in the first quarter of 2005, as compared to the firstquarter 2004.

In the Far East and Africa, net sales increased by$7.5 million, or 14.6%, to $58.8 million for the first quarterof 2005, as compared with $51.3 million for the first quarter of 2004.Excluding the impact of foreign currency fluctuations, net sales in theFar East increased $4.8 million, or 9.4%, in the first quarterof 2005, as compared to the first quarter of 2004. This increase in netsales, excluding the impact of foreign currency fluctuations, wasdriven by higher sales in South Africa, Australia and certaindistributor markets (which the Company estimates contributed to anapproximate 7.2% increase in net sales for the region for thefirst quarter of 2005, as compared with the first quarter of 2004).

15

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

In Europe, which is comprised of Europeand the Middle East, net sales decreased by $3.3 million, or10.9%, to $27.0 million for the first quarter of 2005, ascompared with $30.3 million for the first quarter of 2004. Excludingthe impact of foreign currency fluctuations, net sales in Europedeclined by $4.3 million, or 14.2%, in the first quarter of2005, as compared to the first quarter of 2004. The decline in netsales, excluding the impact of foreign currency fluctuations, was dueto lower sales and higher returns, allowances and discounts in the U.K.(which the Company estimates contributed to an approximate 10.7%reduction in net sales for the region for the first quarter of 2005, ascompared with the first quarter of 2004) and to lower net sales inItaly (which the Company estimates contributed to an approximate2.7% reduction in net sales for the region for the first quarterof 2005, as compared with the first quarter of 2004).

In LatinAmerica, which is comprised of Mexico, Central America and SouthAmerica, net sales were even at $20.9 million for both the firstquarter of 2005 and 2004. Excluding the impact of foreign currencyfluctuations, net sales in Latin America decreased by $0.1 million, or0.5%, in the first quarter of 2005, as compared to the firstquarter of 2004. The slight decrease in net sales, excluding the impactof foreign currency fluctuations, was driven primarily by lower netsales in Mexico, Argentina and Chile (which the Company estimatescontributed to an approximate 6.7% reduction in net sales forthe region for the first quarter of 2005, as compared with the firstquarter of 2004), which was almost completely offset by increased salesin certain distributor markets (which the Company estimates contributedto an approximate 6.6% increase in net sales for the region inthe first quarter of 2005, as compared with the first quarter of2004).

Gross profit:

|             |  |                           |       |        |  |        |       |        |  |   |      |         |  |  |
|-------------|--|---------------------------|-------|--------|--|--------|-------|--------|--|---|------|---------|--|--|
|        |  | ThreeMonths EndedMarch31, |       |
|        |  | 2005                      |       | 2004   |  | Change |
| Grossprofit |  | $                         | 186.7 |   |  | $      | 191.3 |   |  | $ | (4.6 | )  |
|             |

Grossprofit decreased $4.6 million to $186.7 million for the first quarter2005, as compared with $191.3 million for the first quarter of 2004,primarily due to lower net sales which resulted, in part, from lowerlicensing revenue due to the $4.7 million prepayment in the firstquarter of 2004. Excluding foreign currency fluctuations, gross profitdecreased $7.3 million for the first quarter of 2005, as compared tothe first quarter of 2004. Gross profit as a percent of sales,excluding the impact of foreign exchange, was 62.1% in the firstquarter of 2005, as compared to 62.0% in the first quarter of2004.

SG&Aexpenses:

|                 |  |                           |       |        |  |        |       |        |  |   |       |         |  |  |
|-----------------|--|---------------------------|-------|--------|--|--------|-------|--------|--|---|-------|---------|--|--|
|            |  | ThreeMonths EndedMarch31, |       |
|            |  | 2005                      |       | 2004   |  | Change |
| SG&Aexpense |  | $                         | 187.1 |   |  | $      | 171.9 |   |  | $ | (15.2 | )  |
|                 |

Selling,general and administrative expenses("SG&A") increased $15.2 million, or8.8%, to $187.1 million for first quarter of 2005, as comparedto first quarter of 2004, due primarily to higher advertising andpromotional display costs of $10.8 million and $2.2 million ofunfavorable foreign currency fluctuations in the first quarter of 2005,as compared with the first quarter of 2004. SG&A expense in thefirst quarter of 2004 also benefited by $1.4 million due to a reductionof liability associated with an international benefit arrangement.

16

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

Restructuring (benefit) costs andother,net:

|                                              |  |                           |     |        |  |        |      |         |  |   |      |         |  |  |
|----------------------------------------------|--|---------------------------|-----|--------|--|--------|------|---------|--|---|------|---------|--|--|
|                                         |  | ThreeMonths EndedMarch31, |     |
|                                         |  | 2005                      |     | 2004   |  | Change |
| Restructuring (benefit) costs and other, net |  | $                         | 1.7 |   |  | $      | (0.7 | )  |  | $ | (2.4 | )  |
|                                              |

Duringthe first quarter 2005, the Company recorded additional charges of $1.7million primarily for employee severance and other personnel benefits.During the first quarter 2004, the Company revised its estimate of thecost to be incurred related to a previous restructuring program.

Other expenses(income):

|                 |  |                           |      |        |  |        |      |        |  |   |      |        |  |  |
|-----------------|--|---------------------------|------|--------|--|--------|------|--------|--|---|------|--------|--|--|
|            |  | ThreeMonths EndedMarch31, |      |
|            |  | 2005                      |      | 2004   |  | Change |
| Interestexpense |  | $                         | 30.3 |   |  | $      | 45.9 |   |  | $ | 15.6 |   |
|                 |

Thedecrease in interest expense of $15.6 million for the first quarter2005, as compared to the first quarter 2004, is primarily due to lowerconsolidated debt during the first quarter of 2005 resulting from theRevlon Exchange Transactions and the REV Holdings Exchange Offer,partially offset by higher borrowings under the Company's 2004Credit Agreement.

|                                     |  |                           |     |        |  |        |      |        |  |   |      |        |  |  |
|-------------------------------------|--|---------------------------|-----|--------|--|--------|------|--------|--|---|------|--------|--|--|
|                                |  | ThreeMonths EndedMarch31, |     |
|                                |  | 2005                      |     | 2004   |  | Change |
| Loss on early extinguishment ofdebt |  | $                         | 7.5 |   |  | $      | 32.6 |   |  | $ | 25.1 |   |
|                                     |

Theloss on early extinguishment of debt for the first quarter of 2005represents the $5.0 million prepayment fee related to the prepayment of$100.0 million of indebtedness outstanding under the Term Loan Facilityof the 2004 Credit Agreement, as well as the write-off of the portionof deferred financing costs related to such prepaid amount. The loss onearly extinguishment of debt for the first quarter of 2004 representsthe loss on the exchange of equity for certain indebtedness in theRevlon Exchange Transactions and fees, expenses and the write-off ofdeferred financing costs related to the Revlon ExchangeTransactions.

|                                     |  |                           |         |        |  |        |        |         |  |   |       |        |  |  |
|-------------------------------------|--|---------------------------|---------|--------|--|--------|--------|---------|--|---|-------|--------|--|--|
|                                |  | ThreeMonths EndedMarch31, |         |
|                                |  | 2005                      |         | 2004   |  | Change |
| Gain on issuance of subsidiarystock |  | $                         | — |   |  | $      | (363.6 | )  |  | $ | 363.6 |   |
|                                     |

Inthe first quarter of 2004, REV Holdings recognized a gain on theissuance by Revlon, Inc. of Class A Common Stock to third parties inconnection with the Revlon Exchange Transactions.

Provisionfor incometaxes:

|                           |  |                           |     |        |  |        |     |        |  |   |      |         |  |  |
|---------------------------|--|---------------------------|-----|--------|--|--------|-----|--------|--|---|------|---------|--|--|
|                      |  | ThreeMonths EndedMarch31, |     |
|                      |  | 2005                      |     | 2004   |  | Change |
| Provision for incometaxes |  | $                         | 3.6 |   |  | $      | 0.8 |   |  | $ | (2.8 | )  |
|                           |

17

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

The increase in the provision forincome taxes in the first quarter 2005, as compared with the firstquarter of 2004, was primarily attributable to withholding taxesrelated to a dividend distribution from a foreign subsidiary in thefirst quarter of 2005. Additionally, the 2004 period was benefited bythe resolution of various tax audits.

Financial Condition,Liquidity and Capital Resources

Net cash used for operatingactivities in the first quarter of 2005 improved to $8.8 million, ascompared to $40.1 million for the first quarter of 2004. Net incomedeclined $351.5 million, of which $331.0 million was noncash andrelated to the Revlon Exchange Transactions. Additionally, cashprovided by changes in working capital was $22.5 million in the firstquarter 2005, compared with cash used by changes in working capital of$15.1 million in the first quarter of 2004, with the improvement in thefirst quarter of 2005 due primarily to higher collections on accountsreceivable.

Net cash used for investing activities was $200.6million and $2.7 million for the first quarters of 2005 and 2004,respectively. Net cash used for investing activities in the firstquarter of 2005 included a $197.9 million payment into a debtdefeasance trust in respect of the principal, interest and applicablepremium necessary to redeem the 8 1/8% SeniorNotes and 9% Senior Notes and $2.7 million in capitalexpenditures. Net cash used for investing activities of $2.7 million inthe first quarter of 2004 was for capital expenditures.

Net cashprovided by financing activities was $194.9 million and $36.5 millionfor the first quarters of 2005 and 2004, respectively. Net cashprovided by financing activities for the first quarter of 2005 includedproceeds from the issuance of the 91⁄2% SeniorNotes, offset by prepayment of $100 million of indebtedness under theTerm Loan Facility of Products Corporation's 2004 CreditAgreement, along with the $5.0 million prepayment fee, and the paymentof financing costs. Net cash provided by financing activities for thefirst quarter of 2004 included cash drawn under the Company'scredit agreements, a capital contribution from an affiliate to retirethe REV Holdings Notes and advances under the New Keepwell Agreement,partially offset by the repayment of borrowings under the creditagreements and payment of financing costs related to the RevlonExchange Transactions (as hereinafter defined).

At March 31,2005, Products Corporation had a liquidity position, excludingrestricted cash, of approximately $338.8 million, consisting of cashand cash equivalents, as well as available borrowings from theMulti-Currency Facility and the 2004 Consolidated MacAndrews &Forbes Line of Credit (each as hereinafter defined).

2004Credit Agreement

Products Corporation's creditagreement (the "2004 Credit Agreement")originally provided up to $960.0 million and, before giving effect tothe $100.0 million prepayment in March 2005, consisted of an $800.0million term loan facility (the "Term LoanFacility") and a $160.0 million asset-based multi-currencyfacility (the "Multi-Currency Facility"), theavailability under which varies based upon the borrowing basedetermined relative to the value of eligible accounts receivable,eligible inventory and eligible real property and equipment in the U.S.and the U.K. from time to time. Products Corporation may request theMulti-Currency Facility to be increased from time to time in anaggregate principal amount not to exceed $50.0 million subject tocertain exceptions and subject to the lenders' agreement. TheMulti-Currency Facility is available to: (i) Products Corporation inrevolving credit loans denominated in U.S. dollars, (ii) ProductsCorporation in swing line loans denominated in U.S. dollars up to $25.0million, (iii) Products Corporation in standby and commercial lettersof credit denominated in U.S. dollars and other currencies up to $50.0million and (iv) Products Corporation and certain of its internationalsubsidiaries designated from time to time in revolving credit loans andbankers' acceptances denominated 

18

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

in U.S. dollars and other currencies, in eachcase subject to borrowing base availability. If the value of theeligible assets is not sufficient to support the $160.0 millionborrowing base, Products Corporation will not have full access to theMulti-Currency Facility. Products Corporation's ability to makeborrowings under the Multi-Currency Facility is also conditioned uponthe satisfaction of certain conditions precedent and ProductsCorporation's compliance with other covenants in the 2004 CreditAgreement, including a fixed charge coverage ratio that applies whenthe excess borrowing base is less than $30.0 million. In March 2005,Products Corporation prepaid and permanently reduced $100.0 million ofindebtedness outstanding under the Term Loan Facility, together withaccrued interest and the $5.0 million prepayment fee associated withsuch prepayment, using proceeds from the issuance of the91⁄2% Senior Notes. At May 4, 2005, the TermLoan Facility was fully drawn and availability under the Multi-CurrencyFacility, based upon the calculated borrowing base less outstandingletters of credit, was $131.8 million.

The Multi-CurrencyFacility will terminate on July 9, 2009 and the loans under the TermLoan Facility will mature on July 9, 2010; provided that the 2004Credit Agreement will terminate on  October 30, 2007 if ProductsCorporation's 8 5/8% Senior SubordinatedNotes due 2008 (the "8 5/8% SeniorSubordinated Notes") are not redeemed, repurchased ordefeased on or before such date such that not more than $25.0 millionin aggregate principal amount of the 8 5/8%Senior Subordinated Notes remain outstanding. In addition, it would bean event of default under the 2004 Credit Agreement if Revlon, Inc.fails to undertake an approximately $110.0 million equity offering andtransfer the net proceeds of such offering to Products Corporation toreduce Products Corporation's outstanding indebtedness by March 31, 2006.

The 2004 Credit Agreement requiresProducts Corporation to comply with various financial covenants andrestrictions, including covenants and restrictions relating toindebtedness, liens, investments, mergers and acquisitions, dividendsand transactions with affiliates of Products Corporation, each of whichis subject to limited exceptions. Additionally, the 2004 CreditAgreement contains financial covenants limiting the senior securedleverage ratio of Products Corporation (the ratio of ProductsCorporation's Senior Secured Debt to EBITDA, as each such term isdefined in the 2004 Credit Agreement) to 5.50 to 1.00 for the fourconsecutive quarters ending during the period from December 31, 2004 toSeptember 30, 2005; 5.00 to 1.00 for the four consecutive quartersending during the period from December 31, 2005 to December 31, 2006;and 4.50 to 1.00 for the four consecutive quarters ending March 31,2007 and each subsequent quarter until the maturity date of the 2004Credit Agreement, and, under circumstances when the excess borrowingbase under the Multi-Currency Facility is less than $30.0 million for aperiod of 30 consecutive days or more, requiring Products Corporationto maintain a consolidated fixed charge coverage ratio (the ratio ofEBITDA minus Capital Expenditures to Cash Interest Expense for suchperiod, as each such term is defined in the 2004 Credit Agreement) of1.00 to 1.00. Products Corporation was in compliance with allapplicable covenants under the 2004 Credit Agreement as of March 31,2005.

2004 Consolidated MacAndrews & Forbes Line ofCredit

Products Corporation has a line of credit withMacAndrews & Forbes (the "2004 Consolidated MacAndrews& Forbes Line of Credit"), which had availability of$152 million at March 31, 2005. The commitment reduces to $87 millionas of July 1, 2005 and terminates on December 1, 2005. Loans areavailable under the 2004 Consolidated MacAndrews & Forbes Line ofCredit if (i) the Multi-Currency Facility under the 2004 CreditAgreement has been substantially drawn (after taking into accountanticipated needs for Local Loans and letters of credit), (ii) suchborrowing is necessary to cause the excess borrowing base under theMulti-Currency Facility to remain greater than $30 million, (iii)additional revolving loans are not available under the Multi-CurrencyFacility or (iv) such borrowing is reasonably necessary to prevent orto cure a default or event of default under the 2004 Credit Agreement.Loans under the 2004 Consolidated MacAndrews & Forbes Line ofCredit bear interest (which is not 

19

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

payable in cash but is capitalized quarterlyin arrears) at a rate per annum equal to the lesser of (a) 12.0%and (b) 0.25% less than the rate payable from time to time onEurodollar loans under the Term Loan Facility under the 2004 CreditAgreement, provided that at any time that the Eurodollar Base Rateunder the 2004 Credit Agreement is equal to or greater than3.0%, the applicable rate on loans under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit will be equal to the lesser of(x) 12.0% and (y) 5.25% over the Eurodollar Base Ratethen in effect.

2005 Refinancing Transactions

On March 16, 2005, Products Corporation completed the sale of $310million aggregate principal amount of its 91⁄2% SeniorNotes. The offering and the related transactions extended thematurities of Products Corporation's debt that would haveotherwise been due in 2006 and reduced, in part, ProductsCorporation's exposure to floating rate debt.

The proceedsfrom the 91⁄2% Senior Notes were used to prepay $100million of indebtedness outstanding under the Term Loan Facility ofProducts Corporation's 2004 Credit Agreement, together withaccrued interest and the associated $5.0 million prepayment fee and topay $7.0 million in certain fees and expenses associated with theissuance of the 91⁄2% Senior Notes. The remaining $197.9million in proceeds was placed in a debt defeasance trust and in April2005 was used to redeem $116.2 million aggregate principal amountoutstanding of Product Corporation's8 1/8% Senior Notes, plus accrued interest, and$75.5 million aggregate principal amount outstanding of ProductCorporation's 9% Senior Notes, plus accrued interest andapplicable premium. The current portion of long-term debt at March 31,2005 consisted of the outstanding 8 1/8% SeniorNotes and 9% Senior Notes which Products Corporation redeemed inApril 2005.

On April 15, 2005, Products Corporation completedthe redemption of all $116.2 million aggregate principal amountoutstanding of its 8 1/8% Senior Notes and all$75.5 million aggregate principal amount outstanding of its 9%Senior Notes when the redemption amounts previously deposited with thetrustee in a debt defeasance trust were released by the trustee toholders of such notes. The aggregate redemption prices for the8 1/8% Senior Notes and 9% Senior Noteswere $118.1 million and $79.8 million, respectively, which constitutedthe principal amount and interest payable on the8 1/8% Senior Notes and the 9% SeniorNotes up to, but not including, the redemption date, and, with respectto the 9% Senior Notes, the applicable premium.

2004Refinancing Transactions

In March 2004, the Companyexchanged approximately $804 million of Products Corporation'sdebt, $54.6 million of Revlon, Inc. Series A preferred stock and $9.9million of accrued interest for 299,969,493 shares of Class A CommonStock (the "Revlon Exchange Transactions").As a result of the Revlon Exchange Transactions, Revlon, Inc. reducedProducts Corporation's debt by approximately $804 million onMarch 25, 2004. In addition to the Revlon Exchange Transactions,pursuant to the 2004 Investment Agreement between Revlon, Inc. andMacAndrews & Forbes Holdings, Revlon, Inc. is committed to conductfurther equity offerings in the amount of approximately $110 million bythe end of March 2006, the net proceeds of which Revlon, Inc. willtransfer to Products Corporation to reduce its debt (such equityofferings, together with the Revlon Exchange Transactions, are referredto as the "Debt Reduction Transactions"). Theterms of any other equity offerings to be undertaken in connection withthe Debt Reduction Transactions, including the subscription prices,will be determined by Revlon, Inc.'s Board of Directors at theappropriate times.

Sources and Uses

TheCompany's principal sources of funds are expected to be operatingrevenues, cash on hand, funds available for borrowing under the 2004Credit Agreement, the 2004 Consolidated MacAndrews & Forbes

20

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

Line of Credit, other permitted lines ofcredit and advances under the New Keepwell Agreement . The 2004 CreditAgreement, the 2004 Consolidated MacAndrews & Forbes Line ofCredit, Products Corporation's 8 5/8%Senior Subordinated Notes and Products Corporation's91⁄2% Senior Notes contain certain provisions that by theirterms limit Products Corporation's and its subsidiaries'ability to, among other things, incur additional debt. The New REVHoldings Notes contain certain provisions that by their terms limit REVHoldings' ability to, among other things, incur additionaldebt.

The Company's principal uses of funds are expectedto be the payment of operating expenses, including expenses inconnection with the continued implementation of, and refinement to, theCompany's plan, purchases of permanent wall displays, capitalexpenditure requirements, payments in connection with theCompany's restructuring programs referred to herein, debt servicepayments and costs and regularly scheduled pension contributions. Cashcontributions to the Company's pension and post-retirementbenefit plans were approximately $34 million in 2004 and the Companyexpects them to be approximately $24 million in 2005. The Companyestimates that for 2005 purchases of wall displays will beapproximately $50 million to $60 million and capital expenditures willbe approximately $20 million to $30 million.

The Company hasundertaken a number of programs to efficiently manage its cash andworking capital including, among other things, programs to carefullymanage inventory levels, centralized purchasing to secure discounts andefficiencies in procurement, and providing additional discounts to U.S.customers for more timely payment of receivables and careful managementof accounts payable.

Continuing to implement and refine theCompany's plan could include taking advantage of opportunities toreposition, repackage or reformulate one or more of the Company'sbrands or product lines, launching new brands or product lines orfurther refining the Company's approach to retail merchandising.Any of these actions, whose intended purpose would be to create valuethrough profitable growth, could result in the Company makinginvestments or recognizing charges related to executing against suchopportunities.

The Company expects that operating revenues, cashon hand, funds available for borrowing under the 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit, otherpermitted lines of credit and advances under the New Keepwell Agreementwill be sufficient to enable the Company to cover its operatingexpenses for 2005, including cash requirements in connection with theCompany's operations, the continued implementation of, andrefinement to, the Company's plan, cash requirements inconnection with the Company's restructuring programs referred toabove, the debt service requirements of the Company and itssubsidiaries for 2005, including without limitation, interest on theNew REV Holdings Notes, and regularly scheduled pension contributions.However, there can be no assurance that such funds will be sufficientto meet the Company's cash requirements on a consolidated basis.If the Company's anticipated level of revenue growth is notachieved because, for example, of decreased consumer spending inresponse to weak economic conditions or weakness in the mass marketcosmetics category, adverse changes in currency, increased competitionfrom the Company's competitors, changes in consumer purchasinghabits, including with respect to shopping channels, retailer inventorymanagement or the Company's advertising and marketing plans arenot as successful as anticipated, or if the Company's expensesassociated with the continued implementation of, and refinement to, theCompany's plan exceed the anticipated level of expenses, theCompany's current sources of funds may be insufficient to meetthe Company's cash requirements.

In the event of adecrease in demand for the Company's products or reduced sales orlack of increases in demand and sales as a result of the continuedimplementation of, and refinement to, the Company's plan, anysuch development, if significant, could reduce the Company'soperating revenues and could adversely affect ProductsCorporation's ability to achieve certain financial covenantsunder the 2004 Credit Agreement and in such event the Company could berequired to take measures, including reducing discretionaryspending.

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

If the Company is unable to satisfy itscash requirements from the sources identified above or comply with itsdebt covenants, the Company could be required to adopt one or morealternatives, such as delaying the implementation of or revisingaspects of its plan, reducing or delaying purchases of wall displays oradvertising or promotional expenses, reducing or delaying capitalspending, delaying, reducing or revising restructuring programs,restructuring indebtedness, selling assets or operations, seekingadditional capital contributions or loans from MacAndrews & Forbes,the Company's other affiliates and/or third parties, sellingadditional equity or debt securities of Revlon, Inc. (or debtsecurities of Products Corporation) or reducing other discretionaryspending. There can be no assurance that the Company would be able totake any of the actions referred to above because of a variety ofcommercial or market factors or constraints in the Company's debtinstruments, including, for example, market conditions beingunfavorable for an equity or debt offering, additional capitalcontributions or loans not being available from affiliates or thirdparties, or that the transactions may not be permitted under the termsof the Company's various debt instruments then in effect, becauseof restrictions on the incurrence of debt, incurrence of liens, assetdispositions and related party transactions. In addition, such actions,if taken, may not enable the Company to satisfy its cash requirementsor comply with its debt covenants if the actions do not generate asufficient amount of additional capital.

The Company may havedebt maturing in 2005 if and to the extent it draws under the 2004Consolidated MacAndrews & Forbes Line of Credit. The Companyrefinanced Products Corporation's 8 1/8%Senior Notes and 9% Senior Notes in April 2005 using proceedsfrom the issuance of the 91⁄2% Senior Notes in March 2005and likewise plans to refinance Products Corporation's8 5/8% Senior Subordinated Notes, with anaggregate principal amount outstanding of $327.0 million, prior totheir maturity in 2008. Under the 2004 Credit Agreement, the Companymust refinance the 8 5/8% Senior SubordinatedNotes by October 30, 2007, such that not more than $25.0 million ofsuch notes remain outstanding. As of  March 31, 2005, ProductsCorporation had outstanding $700.0 million under the Term Loan Facilityof the 2004 Credit Agreement, while the Multi-Currency Facility and the2004 Consolidated MacAndrews & Forbes Line of Credit wereundrawn.

Revlon, Inc., as a holding company, will be dependenton the earnings and cash flow of, and dividends and distributions from,Products Corporation to pay its expenses and to pay any cash dividendor distribution on Revlon, Inc.'s Class A Common Stock that maybe authorized by the Board of Directors of Revlon, Inc. The terms ofthe 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit, the 8 5/8% SeniorSubordinated Notes indenture and the 91⁄2% Senior NotesIndenture generally restrict Products Corporation from paying dividendsor making distributions, except that Products Corporation is permittedto pay dividends and make distributions to Revlon, Inc. to enableRevlon, Inc., among other things, to pay expenses incidental to being apublic holding company, including, among other things, professionalfees such as legal and accounting fees, regulatory fees such asCommission filing fees and other miscellaneous expenses related tobeing a public holding company and, subject to certain limitations, topay dividends or make distributions in certain circumstances to financethe purchase by Revlon, Inc. of its Class A Common Stock in connectionwith the delivery of such Class A Common Stock to grantees under theAmended and Restated Revlon, Inc. Stock Plan.

REV Holdings, as aholding company, will be dependent on advances from affiliates to payits expenses and will also be dependent upon advances under the NewKeepwell Agreement to pay interest when due on the New REV HoldingsNotes. REV Holdings anticipates that it will be required to adopt oneor more alternatives to pay the principal amount at maturity of the NewREV Holdings Notes, such as refinancing its indebtedness, repaying itsindebtedness with the proceeds from the sale of assets or operations ofRevlon, Inc., selling its equity securities or equity securities ofRevlon, Inc. or seeking additional capital contributions or loans fromMacAndrews & Forbes, the Company's other affiliates and/orthird parties. There can be no assurance that any of the foregoingactions could be effected on satisfactory terms, that any of theforegoing actions would enable REV Holdings to pay the principal

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

amount at maturity of the New REV HoldingsNotes or that any of such actions would be permitted by the terms ofthe New Indenture or any other debt instrument 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. None of the Company's affiliates, including MacAndrews& Forbes, is required to make any capital contribution, loan orother payment to REV Holdings with respect to principal or interest onthe New REV Holdings Notes (other than as provided in the New KeepwellAgreement).

As of March 31, 2005, the New REV Holdings Notes,which bear interest semi-annually and mature on February 1, 2007, aresecured by a pledge of 2,325,291 shares of Class A Common Stock,including all dividends, cash instruments and property and proceedsfrom time to time received in respect of the foregoing.

Inconnection with the REV Holdings Exchange Offer, GSB Investments Corp.,an affiliate of the Company, entered into an agreement with REVHoldings (the "New Keepwell Agreement")pursuant to which GSB Investments Corp. has agreed to provide REVHoldings with funds equal to any interest payment due on the New REVHoldings Notes, to the extent that REV Holdings does not havesufficient funds on hand to make such payment on the applicable duedate. REV Holdings currently anticipates that it will use advancesunder the New Keepwell Agreement to pay interest when due under the NewREV Holdings Notes. The New Keepwell Agreement, however, is not aguarantee of the payment of interest on the New REV Holdings Notes. Theobligations of GSB Investments Corp. under the New Keepwell Agreementare only enforceable by REV Holdings, and may not be enforced by theholders of the New REV Holdings Notes or the trustee under the NewIndenture. Any failure of GSB Investments Corp. to make a payment toREV Holdings under the New Keepwell Agreement will not be an event ofdefault under the New Indenture. Further, the New Indenture has norequirement that REV Holdings maintain the New Keepwell Agreement. Inaddition, although REV Holdings has the right to enforce the NewKeepwell Agreement, there can be no assurance that GSB InvestmentsCorp. will have sufficient funds to make any payments to REV Holdingsunder the New Keepwell Agreement or that it will comply with itsobligations under the New Keepwell Agreement.

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

The New Keepwell Agreementwill terminate at such time as there are no New REV Holdings Notesoutstanding, at which time GSB Investments Corp. may require repaymentof advances under the New Keepwell Agreement. As of March 31, 2005,advances under the New Keepwell Agreement were $2.4 million.

Asa result of dealing with suppliers and vendors in a number of foreigncountries, Products Corporation enters into foreign currency forwardexchange contracts and option contracts from time to time to hedgecertain cash flows denominated in foreign currencies. There wereforeign currency forward exchange contracts with a notional amount of$42.4 million outstanding at March 31, 2005. The fair value of foreigncurrency forward exchange contracts outstanding at March 31, 2005 was$(1.0) million.

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

Disclosures about ContractualObligations and Commercial Commitments

As of March 31, 2005,there had been no material changes outside the ordinary course of theCompany's business to the Company's total contractual cashobligations which are set forth in the table included in REVHoldings' Annual Report on Form 10-K for the year ended December31, 2004, with the exception of the issuance on March 16, 2005 of the$310.0 million in aggregate principal amount of ProductsCorporation's 91⁄2% Senior Notes, with the proceedsused to prepay $100 million in outstanding principal and $5.1 millionin prepayment fees and accrued interest under the Term Loan Facility ofProducts Corporation's 2004 Credit Agreement and to pay $7.0million in certain fees and expenses associated with the issuance ofthe 91⁄2% Senior Notes. The remaining $197.9 million inproceeds was placed in a debt defeasance trust to redeem $116.2 millionoutstanding principal of Product Corporation's8 1/8% Senior Notes, plus accrued interest, and$75.5 million outstanding principal of Product Corporation's9% Senior Notes, plus accrued interest and the applicablepremium. As such, long-term debt due in less than 1 year at March 31,2005 consisted of the outstanding 8 1/8% SeniorNotes and 9% Senior Notes which Products Corporation redeemed inApril 2005. The following table reflects the impact on long-term debtobligations, which reflect the transactions referred to above as ofMarch 31,2005:

|                                             |  |                                           |         |                 |  |           |        |           |  |              |       |        |  |   |         |        |  |   |         |        |  |  |
|---------------------------------------------|--|-------------------------------------------|---------|-----------------|--|-----------|--------|-----------|--|--------------|-------|--------|--|---|---------|--------|--|---|---------|--------|--|--|
|                                        |  | PaymentsDue by Period(dollars inmillions) |
| ContractualObligations As of March 31, 2005 |  | Total                                     |         | Less than1 year |  | 1-3 years |        | 4-5 years |  | After 5years |
| **Long-termDebt**                           |  | $                                         | 1,547.2 |            |  | $         | 191.7* |      |  | $            | 345.5 |   |  | $ | — |   |  | $ | 1,010.0 |   |
|                                             |

|   |                                                                                                                                                                                                                                                                                                                             |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Consistsof the outstanding 8 1/8% Senior Notes and9% Senior Notes which Products Corporation redeemed in April2005 using a portion of the proceeds from the issuance of the91⁄2% Senior Notes, which is included in"Investment in debt defeasance trust" in theUnaudited Consolidated Balance Sheet at March 31, 2005. |

Off-Balance Sheet Transactions

The Company does notmaintain any off-balance sheet transactions, arrangements, obligationsor other relationships with unconsolidated entities or others that arereasonably likely to have a material current or future effect on theCompany's financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources.

Effect of Recent AccountingPronouncements

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

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

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 REV Holdings' Annual Report on Form 10-K for the yearended December 31, 2004 ("Item 7A") describessignificant aspects of the Company's financial instrumentprograms that have material market risk as of December 31, 2004. As aresult of Products Corporation's issuance of the91⁄2% Senior Notes and prepayment of $100 million ofprincipal amount outstanding under the Term Loan Facility of the 2004Credit Agreement, the maturities of Products Corporation's debtthat would have otherwise been due in 2006 have been extended andProducts Corporation's exposure to floating rate debt has beenreduced, in part. As such, the Company's long-term variable ratedebt now comprises a smaller percentage of the Company's overallindebtedness than it did at December 31, 2004. The following tablepresents the information required by Item 7A as of March 31, 2005 (See"Long-term Debt" in Note 9 to the UnauditedConsolidated FinancialStatements):

|                                                 |  |                                                      |        |         |  |                          |                                 |        |  |        |        |            |  |        |                                 |        |  |        |                                 |        |  |        |         |         |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------|--|------------------------------------------------------|--------|---------|--|--------------------------|---------------------------------|--------|--|--------|--------|------------|--|--------|---------------------------------|--------|--|--------|---------------------------------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                            |  | ExpectedMaturity date for the year ended December31, |        | Total   |  | Fair Value March 31,2005 |
|                                            |  | 2005                                                 |        | 2006    |  | 2007                     |                                 | 2008   |  | 2009   |        | Thereafter |  |
| **Debt**                                        |  |                                                 |   |    |  |                     |                            |   |  |   |   |       |  |   |                            |   |  |   |                            |   |  |   |    |    |  |   |    |   |  |   |    |   |
| Short-termvariable rate (variouscurrencies)     |  | $                                                    | 33.9   |    |  |                     |                            |   |  |   |   |       |  |   |                            |   |  |   |                            |   |  |   |    |    |  | $      | 33.9    |   |  | $      | 33.9    |   |
| Averageinterest rate(a)                         |  |                                                 | 4.6    | %  |  |                     |                            |   |  |   |   |       |  |   |                            |   |  |   |                            |   |  |   |    |    |  |   |    |   |  |   |    |   |
| Long-termfixed rate – third party($US)    |  |                                                 | 191.7  | *  |  |                     |                            |   |  | $      | 345.5  |       |  |   |                            |   |  |   |                            |   |  | $      | 310.0   |    |  | $      | 847.2   |   |  |   | 825.3   |   |
| Averageinterestrate                             |  |                                                 | 8.5    | %  |  |                     |                            |   |  |   | 8.8    | %     |  |   |                            |   |  |   |                            |   |  |   | 9.5     | %  |  |   |    |   |  |   |    |   |
| Long-termvariable rate – third party($US) |  |                                                 |   |    |  |                     |                            |   |  |   |   |       |  |   |                            |   |  |   |                            |   |  | $      | 700.0   |    |  | $      | 700.0   |   |  |   | 700.0   |   |
| Averageinterest rate(a)                         |  |                                                 |   |    |  |                     |                            |   |  |   |   |       |  |   |                            |   |  |   |                            |   |  |   | 10.6    | %  |  |   |    |   |  |   |    |   |
| Totaldebt                                       |  | $                                                    | 225.6  |    |  |                     |     — |   |  | $      | 345.5  |       |  |   |     — |   |  |   |     — |   |  | $      | 1,010.0 |    |  | $      | 1,581.1 |   |  | $      | 1,559.2 |   |
|                                                 |

|                                               |  |                              |        |                                   |  |                               |      |                          |  |        |      |        |  |        |         |         |  |  |
|-----------------------------------------------|--|------------------------------|--------|-----------------------------------|--|-------------------------------|------|--------------------------|--|--------|------|--------|--|--------|---------|---------|--|--|
| ForwardContracts                              |  | Average Contractual Rate$/FC |        | Original US Dollar NotionalAmount |  | Contract Value March 31, 2005 |      | Fair ValueMarch 31, 2005 |
| Sell Hong Kong Dollars/BuyUSD                 |  |                         | 0.1282 |                              |  | $                             | 0.6  |                     |  | $      | 0.6  |   |  | $      | — |    |
| Sell Japanese Yen/BuyUSD                      |  |                         | 0.0093 |                              |  |                          | 0.7  |                     |  |   | 0.7  |   |  |   | — |    |
| BuyEuros/SellUSD                              |  |                         | 1.3008 |                              |  |                          | 2.9  |                     |  |   | 2.9  |   |  |   | — |    |
| SellBritish Pounds/BuyUSD                     |  |                         | 1.8299 |                              |  |                          | 5.5  |                     |  |   | 5.4  |   |  |   | (0.1    | )  |
| SellAustralian Dollars/BuyUSD                 |  |                         | 0.7270 |                              |  |                          | 9.2  |                     |  |   | 8.7  |   |  |   | (0.5    | )  |
| SellCanadian Dollars/BuyUSD                   |  |                         | 0.8061 |                              |  |                          | 13.8 |                     |  |   | 13.4 |   |  |   | (0.4    | )  |
| SellSouth African Rand/BuyUSD                 |  |                         | 0.1592 |                              |  |                          | 4.6  |                     |  |   | 4.6  |   |  |   | — |    |
| SellNew Zealand Dollars/BuyUSD                |  |                         | 0.7126 |                              |  |                          | 0.4  |                     |  |   | 0.4  |   |  |   | — |    |
| BuyAustralian Dollars/Sell New ZealandDollars |  |                         | 1.0957 |                              |  |                          | 4.7  |                     |  |   | 4.7  |   |  |   | — |    |
| Totalforwardcontracts                         |  |                         |   |                              |  | $                             | 42.4 |                     |  | $      | 41.4 |   |  | $      | (1.0    | )  |
|                                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (a) | Weightedaverage variable rates are based upon implied forward rates from theyield curves at March 31, 2005. |

|   |                                                                                                                                                                                                                                                                                                                             |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Consists of the outstanding8 1/8% Senior Notes and 9% Senior Noteswhich Products Corporation redeemed in April 2005 using a portion ofthe proceeds from the issuance of the 91⁄2% Senior Notes,which is included in "Investment in debt defeasancetrust" in the Unaudited Consolidated Balance Sheet atMarch 31, 2005. |

25

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

Item 4.    Controls and Procedures

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

Revlon, Inc. previously disclosed in its Annual Report on Form10-K/A for the fiscal year ended December 31, 2004, which it filed withthe SEC on April 12, 2005, that Revlon, Inc.'s managementassessed the effectiveness of its internal control over financialreporting as of December 31, 2004 and identified a deficiency in theCompany's policies and procedures related to the periodic reviewand validation of the data inputs and outputs used in its estimates ofthe reserves for sales returns in the U.S. Specifically, in 2004, anerror of approximately $1.2 million in the estimate of the sales returncalculation for one of the Company's large U.S. customers was notdetected. The customer in question acquired a significant number ofstores in 2004 and inventory of certain of those newly-acquired storelocations was not included in the data made available to the Companyfor estimating the reserves for sales returns. As a result, during its2004 year-end closing, the Company understated its estimates of thesales returns related to these newly-acquired stores by approximately$1.2 million. The Company's aggregate sales returns reserve inthe U.S. for the full fiscal year ended December 31, 2004 wasapproximately $83 million. Although this control deficiency resulted inthe error identified above, it did not result in a materialmisstatement of the Company's consolidated financial statementsas of and for the year ended December  31, 2004, for the interimperiods within that year or in the Company's consolidatedfinancial statements as of and for the three-month period ended March31, 2005.

As Revlon, Inc. also disclosed in its Annual Report onForm 10-K/A for the fiscal year ended December 31, 2004, that duringthe first quarter of 2005 Revlon, Inc. implemented additional controlsand procedures, as discussed below in paragraph (b) of this Item 4,that we believe will remediate the material weakness in internalcontrol over financial reporting referred to above. These additionalcontrols and procedures are designed to operate semi-annually at June30 and December 31 utilizing specific information that is available atthose times as part of the Company's normal business processes ateach such period end. Although the Company believes that theseadditional controls and procedures are and will be effective inremediating the material weakness described above, they will notoperate for the first time until the fiscal period ending June 30,2005. Therefore, we cannot conclude that our disclosure controls andprocedures are effective as of the end of the period covered by thisreport. The Company believes that when these additional controls andprocedures operate for the first time at the June 30, 2005 period end,its disclosure controls and procedures will be effective at that timeas we believe that these additional controls and procedures are andwill be effective in remediating the material weakness describedabove.

**(b)**    **Changes in Internal Control OverFinancial Reporting.**    To remediate the material weaknessreferred to above, in the first quarter of 2005, management of Revlon,Inc. implemented a remediation program, including the establishment ofadditional controls and procedures, to strengthen the Company'sinternal control process with respect to the sales return calculation.This program and controls currently include, among other things, theadoption of policies pursuant to which the following procedures will beperformed:

26

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

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

|          |                                                                                                                                                                                                                                                                              |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | TheCompany will analyze separately inventory and/or point of saleinformation that are maintained on different systems of significantcustomers involved in a merger, acquisition or consolidationtransaction and will separately estimate returns for each of thosecustomers. |

|          |                                                                                                                             |
|----------|-----------------------------------------------------------------------------------------------------------------------------|
| 3.  | The Company will enhancedocumentation and formal validation of key data and assumptions used tocalculate the sales returns. |

|          |                                                                                                                                                                                                                                         |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.  | The Companywill formalize the analytical validation by accounting personnel of thesales return calculation for significant customers. This analysis willbe reviewed and approved by both senior finance and sales departmentexecutives. |

Management believes that these actions and controlswill strengthen the Company's disclosure controls and procedures,as well as the Company's internal control over financialreporting, and will remediate the material weakness that Revlon, Inc.identified in its internal control over financial reporting in itsAnnual Report on Form 10-K/A for the fiscal year ended December 31,2004.

Forward-Looking Statements

This Quarterly Reporton Form 10-Q for the quarter ended March 31, 2005, as well as otherpublic documents and statements of the Company, contain forward-lookingstatements that involve risks and uncertainties, which are based onestimates, objectives, visions, projections, forecasts, plans,strategies, beliefs, intent, opportunities, drivers, destinations andexpectations of the Company's management. The Company'sactual results may differ materially from those discussed in suchforward-looking statements. Such statements include, withoutlimitation, the Company's expectations and estimates (whetherqualitative or quantitative) as to:

|           |                                                                                                                                                                                                                                                             |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | theCompany's future financial performance, including theCompany's belief that it has strengthened its organizationalcapability (and its expectation to continue to do so) and that it hasstrengthened its relationships with its key retailers in the U.S.; |

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | the Company's beliefthat the continued implementation and refinement to its plan couldinclude taking advantage of opportunities to reposition, repackageand/or reformulate one or more of its brands or product lines and/orlaunching new brands or product lines and/or further refining itsapproach to retail merchandising, any of which, whose intended purposewould be to create value through profitable growth, could result in theCompany making investments and/or recognizing charges related toexecuting against opportunities; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | theCompany's plans regarding the continued growth momentum andaccelerated growth phase of its plan, including the Company'splans to capitalize on the actions taken during the stabilization andgrowth phase of its plan, with the objective of increasing revenues andachieving profitability over the long term, by refining and adding toits plan, such as developing and implementing the Company'smargin transformation initiatives, and the Company's expectationthat such actions would help it achieve the objective of balancingtop-line growth with improved operating margins; |

27

----

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

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

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | the Company's plans to driveefficiencies across its overall supply chain, including reducingmanufacting costs by streamlining components and sourcing strategicallyand rationalizing its supply chain in Europe, the Company's planto transition its European manufacturing from COSi primarily toProducts Corporation's Oxford, North Carolina facility and tosecure warehousing and distribution services from third parties in theU.K, and its expectation that such transition will not result in anydisruption to its supply chain; |

|              |                                                                                                                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (viii)  | theCompany's plans to optimize the effectiveness of its marketing,including advertising and media, and promotions, including theCompany's plans to announce a new advertising agency for theAlmay brand and the timing of such announcement; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | the Company's plans to strengthen itsbalance sheet and capital structure, including its plans to refinanceProducts Corporation's 8 5/8% SeniorSubordinated Notes by October 30, 2007 prior to their maturity, andRevlon, Inc.'s plans to conduct further equity offerings in theamount of approximately $110 million by the end of March 2006, the netproceeds of which would be transferred to Products Corporation toreduce its debt; |

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

|            |                                                                                                                                                                                                                                                                                                                                                                               |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | operating revenues, cash on hand andavailability of borrowings under Products Corporation's 2004Credit Agreement, the 2004 Consolidated MacAndrews & Forbes Line ofCredit, other permitted lines of credit and the New Keepwell Agreementbeing sufficient to satisfy the Company's operating expenses in2005, including cash requirements referred to in item (xiv)below; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the availability of funds fromProducts Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit, other permittedlines of credit and advances under the New Keepwell Agreement,restructuring indebtedness, selling assets or operations, capitalcontributions and/or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties and/or the saleof additional equity or debt securities of Revlon, Inc. and/or REVHoldings (or debt securities of ProductsCorporation); |

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | the Company's uses of funds,including amounts required for the payment of operating expenses,including expenses in connection with the continued implementation of,and refinement to, the Company's plan, payments in connectionwith the Company's purchases of permanent wall displays, capitalexpenditures, restructuring programs, debt service payments andregularly scheduled pension contributions, and its estimates ofoperating expenses, working capital expenses, wall display costs,capital expenditures, cash contributions to the Company's pensionplans and post-retirement benefit plans, debt service payments(including payments required under Products Corporation's debtinstruments and interest payments under the New REV Holdings Notes) andcharges in connection with the Company's growthplan; |

28

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

|            |                                                                   |
|------------|-------------------------------------------------------------------|
| (xv)  | matters concerningthe Company's market-risk sensitiveinstruments; |

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

|             |                                                                                                                                                                                                                                                                                                                                                               |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | the Company's plan toefficiently manage its cash and working capital, including, among otherthings, by carefully managing inventory levels, centralizing purchasingto secure discounts and efficiencies in procurement, and providingadditional discounts to U.S. customers for more timely payment ofreceivables and carefully managing accounts payable;and |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvii)  | the Company's belief that theremediation program that it has undertaken to date to remediate thematerial weakness that Revlon, Inc. identified in its internal controlover financial reporting at the fiscal year ended December 31, 2004 isand will be effective in remediating such material weakness and thattherefore the Company's disclosure controls and procedures willbe effective at the June 30, 2005 period end, including theCompany's belief that its remediation program will strengthen itsdisclosure controls and procedures and internal control process withrespect to its sales return calculations. |

Statements that arenot historical facts, including statements about the Company'sbeliefs and expectations, are forward-looking statements.Forward-looking statements can be identified by, among other things,the use of forward-looking language, such as"believes,""expects,""estimates,""projects,""forecast," "may,""will," "should,""seeks," "plans,""scheduled to,""anticipates" or"intends" or the negative of those terms, orother variations of those terms or comparable language, or bydiscussions of strategy or intentions. Forward-looking statements speakonly as of the date they are made, and except for the Company'songoing obligations under the U.S. federal securities laws, the Companyundertakes no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events orotherwise. Investors are advised, however, to consult any additionaldisclosures the Company made in its Annual Report on Form 10-K for thefiscal year ended December 31, 2004 and makes in its Quarterly Reportson Form 10-Q and Current Reports on Form 8-K, in each case filed withthe Commission in 2005 (which, among other places, can be found on theCommission's website at http://www.sec.gov). The informationavailable from time to time on such website shall not be deemedincorporated by reference into this Quarterly Report on Form 10-Q. Anumber of important factors could cause actual results to differmaterially from those contained in any forward-looking statement. Inaddition to factors that may be described in the Company'sfilings with the Commission, including this filing, the followingfactors, among others, could cause the Company's actual resultsto differ materially from those expressed in any forward-lookingstatements made by the Company:

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | unanticipated circumstances or resultsaffecting the Company's financial performance, includingdecreased consumer spending in response to weak economic conditions orweakness in the category, changes in consumer preferences, such asreduced consumer demand for the Company's color cosmetics andother current products, changes in consumer purchasing habits,including with respect to shopping channels, actions by theCompany's customers, such as retailer inventory management, andactions by the Company's competitors, including businesscombinations, technological breakthroughs, new products offerings,promotional spending and marketing and promotional successes, includingincreases in market share; |

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

29

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | unanticipatedcosts or difficulties or delays in completing projects associated withthe continued implementation of, and refinement to, the Company'splan or lower than expected revenues or inability to achieveprofitability over the long term as a result of such plan, includinglower than expected sales, or higher than expected costs, arising fromany repositioning, repackaging and/or reformulating of one or more ofthe Company's brands or product lines and/or launching of newbrands or product lines and/or further refining its approach to retailmerchandising; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | difficulties, delays orunanticipated costs in implementing the Company's plans regardingthe continued growth momentum and accelerated growth phase of its plan,including difficulties, delays or unanticipated costs in taking actionsto capitalize on the actions taken during the stabilization and growthphase of its plan, which could affect the Company's ability toincrease revenues and achieve profitability over the long term, as wellas difficulties, delays or unanticipated costs related to theCompany's actions to refine and add to its plan, such asdeveloping and implementing the Company's margin transformationinitiatives, which could affect the Company's ability to achieveits objective of balancing top-line growth with improved operatingmargins; |

|           |                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (v)  | difficulties, delays orunanticipated costs in connection with the Company's plans tofurther improve its new product development and introduction process,which could affect the Company's ability to effectively launchnew products and/or reposition, repackage and/or reformulate one ormore of the Company's brands or product lines and generaterevenues from such sources; |

|            |                                                                                                                                               |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | difficulties,delays or unanticipated costs in implementing the Company's plansto continue to increase the effectiveness of its display walls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | difficulties, delays or unanticipated costsin implementing the Company's plans to drive efficiencies acrossits overall supply chain, including reducing manufacturing costs bystreamlining components and sourcing strategically and rationalizingits supply chain in Europe, including unexpected difficulties, delays,unanticipated costs or disruptions in connection with its plans totransition European manufacturing from COSi primarily to ProductsCorporation's Oxford, North Carolina facility and to securewarehousing and distribution services from third parties in theU.K.; |

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

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | difficulties,delays or unanticipated costs in, or the Company's inability toconsummate, transactions to strengthen its balance sheet and capitalstructure, including difficulties, delays or the inability of theCompany to refinance certain of Products Corporation's debt,including its plans to refinance Products Corporation's8 5/8% Senior Subordinated Notes by October 30,2007 prior to their maturity, and Revlon, Inc.'s plans to conductfurther rights and equity offerings to reduce ProductsCorporation's debt in the amount of approximately $110 million bythe end of March 2006, as well as the inability to issue equity or debtsecurities, including Revlon, Inc. Class A Common Stock, for cash or inexchange for Products Corporation's indebtedness anddifficulties, delays or the inability of the Company to consummate theremaining Debt Reduction Transactions; |

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

|            |                                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | lower than expected operating revenues, theinability to secure capital contributions or loans from MacAndrews& Forbes, the Company's other affiliates and/or thirdparties; |

30

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

|             |                                                                                                                                                                                                                                                           |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the unavailabilityof funds under Products Corporation's 2004 Credit Agreement, the2004 Consolidated MacAndrews & Forbes Line of Credit, otherpermitted lines of credit or the New Keepwell Agreement or from sellingadditional shares of Revlon,Inc.; |

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

|             |                                                                                                                                                                                                                                                                                             |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | higher than expectedoperating expenses, sales returns, working capital expenses, walldisplay costs, capital expenditures, restructuring costs, regularlyscheduled cash pension plan contributions, post-retirement benefit plancontributions, growth plan charges or debt service payments; |

|            |                                                                                                                    |
|------------|--------------------------------------------------------------------------------------------------------------------|
| (xv)  | interest rate or foreign exchange ratechanges affecting the Company and its market sensitive financialinstruments; |

|             |                                                                                     |
|-------------|-------------------------------------------------------------------------------------|
| (xvi)  | unanticipated effects ofthe Company's adoption of certain new accounting standards; |

|              |                                                                                                             |
|--------------|-------------------------------------------------------------------------------------------------------------|
| (xvii)  | difficulties, delays or the inability ofthe Company to efficiently manage its cash and working capital; and |

|               |                                                                                                                                                                                                                                                                                                                                                                           |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | difficulties or delays or otherunanticipated circumstances that could affect the remediation programadopted by Revlon, Inc. to remediate the material weakness that itidentified in its internal control over financial reporting for thefiscal year ended December 31, 2004 which could also affect theeffectiveness of the Company's disclosure controls andprocedures. |

Factors other than those listed above could alsocause the Company's results to differ materially from expectedresults. This discussion is provided as permitted by the PrivateSecurities Litigation Reform Act of1995.

31

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REV HOLDINGS LLC ANDSUBSIDIARIES

PART II - OTHER INFORMATION

Item6.    Exhibits.

|                         |  |                                                                                                                                                                                          |  |  |  |  |
|-------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| *31.1                   |  | Certificationof Ronald O. Perelman, Chief Executive Officer, dated May 12, 2005,pursuant to Rule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                 |
| *31.2                   |  | Certification of Todd J. Slotkin,Chief Financial Officer, dated May 12, 2005, pursuant to Rule13a-14(a)/15d-14(a) of the ExchangeAct.                                                    |
| 32.1(furnishedherewith) |  | Certification of Ronald O. Perelman, Chief ExecutiveOfficer, dated May 12, 2005, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
| 32.2(furnishedherewith) |  | Certification of Todd J. Slotkin, Chief FinancialOfficer, dated May 12, 2005, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.    |
|                         |

|   |                 |
|---|-----------------|
| * | Filed herewith. |

32

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S I G N A T U R E S

Pursuant tothe requirements of the Securities Exchange Act of 1934, as amended,the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

Dated: May 16, 2005

REV HOLDINGSLLCRegistrant

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

33

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