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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

(Mark One)

[X]
                   
                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: March 31,
                        2003OR[ ]
                   
                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
                        
                        to


Commission file
            number 333-23451

REV HOLDINGS LLC

(Exact name of
            registrant as specified in its charter)

Delaware
                   
                   13-3933701(State or other jurisdiction
                        ofincorporation or organization)
                   
                   (I.R.S. Employer Identification
                        No.)35 East 62nd Street, New
                        York, New York
                   
                   10021(Address of principal executive
                        offices)
                   
                   (Zip Code)


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

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

Indicate by check mark whether the registrant is an accelerated filer (as
            defined in Rule 12b-2 of the Securities Exchange Act of
            1934).    Yes        NoX

As of March 31, 2003, the registrant's membership interest is held by an
            affiliate of Mafco Holdings Inc.



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REV HOLDINGS LLC AND SUBSIDIARIESCONSOLIDATED CONDENSED BALANCE
            SHEETS(dollars in millions)

ASSETS
                   
                   March 31,2003
                   
                   December 31,2002Current assets:
                   
                   (Unaudited)Cash and cash equivalents
                   
                   $
                   34.8
                   
                   
                   $
                   85.8Trade receivables, less allowances of
                        $23.8 and $24.0, respectively
                   
                   
                   200.5
                   
                   
                   
                   212.3Inventories
                   
                   
                   151.6
                   
                   
                   
                   128.1Prepaid expenses and other
                   
                   
                   51.3
                   
                   
                   
                   39.9Total current assets
                   
                   
                   438.2
                   
                   
                   
                   466.1Property, plant and equipment,
                        net
                   
                   
                   130.4
                   
                   
                   
                   133.4Other assets
                   
                   
                   163.4
                   
                   
                   
                   154.4Goodwill, net
                   
                   
                   185.9
                   
                   
                   
                   185.9Total assets
                   
                   $
                   917.9
                   
                   
                   $
                   939.8LIABILITIES AND MEMBER'S
                        DEFICIENCYCurrent liabilities:Short-term borrowings - third parties
                   
                   $
                   26.9
                   
                   
                   $
                   25.0Current portion of long-term debt -
                        third parties
                   
                   
                   80.5
                   
                   
                   
                   —Current portion of long-term debt -
                        affiliates
                   
                   
                   19.0
                   
                   
                   
                   —Accounts payable
                   
                   
                   113.3
                   
                   
                   
                   92.9Accrued expenses and other
                   
                   
                   383.6
                   
                   
                   
                   396.3Total current liabilities
                   
                   
                   623.3
                   
                   
                   
                   514.2Long-term debt - third parties
                   
                   
                   1,725.4
                   
                   
                   
                   1,806.5Long-term debt - affiliates
                   
                   
                   39.2
                   
                   
                   
                   38.3Other long-term liabilities
                   
                   
                   323.7
                   
                   
                   
                   325.1Member's deficiency:Member's interest
                   
                   
                   —
                   
                   
                   
                   —Additional paid-in-capital
                   
                   
                   307.5
                   
                   
                   
                   307.5Accumulated deficit since June 24,
                        1992
                   
                   
                   (1,970.3
                   )
                   
                   
                   (1,919.1
                   )Accumulated other comprehensive
                        loss
                   
                   
                   (130.9
                   )
                   
                   
                   (132.7
                   )Total member's deficiency
                   
                   
                   (1,793.7
                   )
                   
                   
                   (1,744.3
                   )Total liabilities and member's
                        deficiency
                   
                   $
                   917.9
                   
                   
                   $
                   939.8


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

1

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

Three Months EndedMarch 31,2003
                   
                   2002Net sales
                   
                   $
                   292.0
                   
                   
                   $
                   275.4Cost of sales
                   
                   
                   111.5
                   
                   
                   
                   109.0Gross profit
                   
                   
                   180.5
                   
                   
                   
                   166.4Selling, general and administrative
                        expenses
                   
                   
                   184.2
                   
                   
                   
                   166.7Restructuring costs
                   
                   
                   0.5
                   
                   
                   
                   4.0Operating loss
                   
                   
                   (4.2
                   )
                   
                   
                   (4.3
                   )Other expenses (income):Interest expense
                   
                   
                   43.9
                   
                   
                   
                   41.7Interest income
                   
                   
                   (0.5
                   )
                   
                   
                   (0.5
                   )Amortization of debt issuance
                        costs
                   
                   
                   2.0
                   
                   
                   
                   1.9Foreign currency losses (gains),
                        net
                   
                   
                   0.3
                   
                   
                   
                   (0.6
                   )Miscellaneous, net
                   
                   
                   0.4
                   
                   
                   
                   1.7Other expenses, net
                   
                   
                   46.1
                   
                   
                   
                   44.2Loss before income taxes
                   
                   
                   (50.3
                   )
                   
                   
                   (48.5
                   )Provision (benefit) for income
                        taxes
                   
                   
                   0.9
                   
                   
                   
                   (4.2
                   )Net loss
                   
                   $
                   (51.2
                   )
                   
                   $
                   (44.3
                   )


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

2

REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED CONDENSED
            STATEMENTS OF MEMBER'S DEFICIENCYAND COMPREHENSIVE LOSS(dollars in
            millions)

AdditionalPaid-in-Capital
                   
                   AccumulatedDeficit
                   
                   AccumulatedOtherComprehensiveLoss (a)
                   
                   TotalMember'sDeficiencyBalance, January 1, 2002
                   
                   $
                   306.7
                   
                   
                   $
                   (1,627.1
                   )
                   
                   $
                   (61.1
                   )
                   
                   $
                   (1,381.5
                   )Comprehensive loss:Net loss
                   
                   
                   
                   
                   
                   
                   (44.3
                   )
                   
                   
                   
                   
                   
                   
                   (44.3
                   )Currency translation adjustment
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (5.4
                   )
                   
                   
                   (5.4
                   )Revaluation of foreign currency
                        forward exchange contracts
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (0.2
                   )
                   
                   
                   (0.2
                   )Total comprehensive loss
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (49.9
                   )Balance, March 31, 2002
                   
                   $
                   306.7
                   
                   
                   $
                   (1,671.4
                   )
                   
                   $
                   (66.7
                   )
                   
                   $
                   (1,431.4
                   )Balance, January 1, 2003
                   
                   $
                   307.5
                   
                   
                   $
                   (1,919.1
                   )
                   
                   $
                   (132.7
                   )
                   
                   $
                   (1,744.3
                   )Comprehensive loss:Net loss
                   
                   
                   
                   
                   
                   
                   (51.2
                   )
                   
                   
                   
                   
                   
                   
                   (51.2
                   )Currency translation adjustment
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   2.2
                   
                   
                   
                   2.2Revaluation of foreign currency
                        forward exchange contracts
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (0.4
                   )
                   
                   
                   (0.4
                   )Total comprehensive loss
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (49.4
                   )Balance, March 31, 2003
                   
                   $
                   307.5
                   
                   
                   $
                   (1,970.3
                   )
                   
                   $
                   (130.9
                   )
                   
                   $
                   (1,793.7
                   )


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|(a) | Accumulated
                   other comprehensive loss includes unrealized losses on revaluations of foreign
                   currency forward exchange contracts of $0.4 and $0.2 as of March 31, 2003 and
                   2002, respectively, cumulative net translation losses of $16.9 and $20.4 as of
                   March 31, 2003 and 2002, respectively, and adjustments for the minimum pension
                   liability of $113.6 and $46.1 as of March 31, 2003 and 2002, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

3

REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED CONDENSED
            STATEMENTS OF CASH FLOWS(dollars in millions)

Three Months EndedMarch 31,2003
                   
                   2002CASH FLOWS FROM OPERATING
                        ACTIVITIES:Net loss
                   
                   $
                   (51.2
                   )
                   
                   $
                   (44.3
                   )Adjustments to reconcile net loss to
                        net cash (used for) provided by operating activities:Depreciation and amortization
                   
                   
                   30.4
                   
                   
                   
                   25.9Loss on sale of assets, net
                   
                   
                   —
                   
                   
                   
                   1.0Change in assets and liabilities, net
                        of acquisitions and dispositions:Decrease in trade receivables
                   
                   
                   13.4
                   
                   
                   
                   12.2Increase in inventories
                   
                   
                   (21.9
                   )
                   
                   
                   (11.1
                   )Increase in prepaid expenses and other
                        current assets
                   
                   
                   (10.1
                   )
                   
                   
                   (3.2
                   )Increase (decrease) in accounts
                        payable
                   
                   
                   19.7
                   
                   
                   
                   (0.3
                   )Decrease in accrued expenses and other
                        current liabilities
                   
                   
                   (20.3
                   )
                   
                   
                   (1.0
                   )Purchase of permanent displays
                   
                   
                   (21.0
                   )
                   
                   
                   (14.9
                   )Other, net
                   
                   
                   (4.3
                   )
                   
                   
                   (10.9
                   )Net cash used for operating
                        activities
                   
                   
                   (65.3
                   )
                   
                   
                   (46.6
                   )CASH FLOWS FROM INVESTING
                        ACTIVITIES:Capital expenditures
                   
                   
                   (4.7
                   )
                   
                   
                   (1.9
                   )Sale of marketable securities
                   
                   
                   —
                   
                   
                   
                   1.8Net cash used for investing
                        activities
                   
                   
                   (4.7
                   )
                   
                   
                   (0.1
                   )CASH FLOWS FROM FINANCING
                        ACTIVITIES:Net increase in short-term borrowings
                        - third parties
                   
                   
                   0.7
                   
                   
                   
                   5.1Proceeds from the issuance of
                        long-term debt - third parties
                   
                   
                   16.3
                   
                   
                   
                   7.1Repayment of long-term debt - third
                        parties
                   
                   
                   (17.5
                   )
                   
                   
                   (1.2
                   )Proceeds from the issuance of
                        long-term debt - affiliates
                   
                   
                   15.0
                   
                   
                   
                   —Advances under the Keepwell
                        Agreement
                   
                   
                   4.8
                   
                   
                   
                   4.9Payment of financing costs
                   
                   
                   (4.8
                   )
                   
                   
                   —Net cash provided by financing
                        activities
                   
                   
                   14.5
                   
                   
                   
                   15.9Effect of exchange rate changes on
                        cash and cash equivalents
                   
                   
                   4.5
                   
                   
                   
                   (5.0
                   )Net decrease in cash and cash
                        equivalents
                   
                   
                   (51.0
                   )
                   
                   
                   (35.8
                   )Cash and cash equivalents at beginning
                        of period
                   
                   
                   85.8
                   
                   
                   
                   103.3Cash and cash equivalents at end of
                        period
                   
                   $
                   34.8
                   
                   
                   $
                   67.5Supplemental schedule of cash flow
                        information:Cash paid during the period for:Interest
                   
                   $
                   47.6
                   
                   
                   $
                   43.3Income taxes, net of refunds
                   
                   
                   0.6
                   
                   
                   
                   0.5


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

4

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS (dollars in millions, except per share
            data)

(1)    Basis of Presentation

REV Holdings LLC (together with its subsidiaries, "REV Holdings" or the
            "Company") is a Delaware limited liability company formed in December 2002 in
            connection with the conversion of its predecessor, REV Holdings Inc., a
            Delaware corporation formed in 1997, into a limited liability company. REV
            Holdings conducts its business exclusively through its indirect subsidiary,
            Revlon Consumer Products Corporation and its subsidiaries (together, "Products
            Corporation"). Products Corporation was formed in April 1992 and, on June 24,
            1992, succeeded to the assets and liabilities of the cosmetic and skin care,
            fragrances and personal care products business of its then parent company,
            whose name was changed from Revlon, Inc. to Revlon Holdings Inc. (which in
            December 2002 converted into a limited liability company known as Revlon
            Holdings LLC ("Holdings"). REV Holdings has had no business operations of its
            own and its only material asset is its ownership of approximately 83% of the
            outstanding shares of capital stock of Revlon, Inc. (which represents
            approximately 97% of the voting power of those outstanding shares), which, in
            turn, owns all of the capital stock of Products Corporation. The REV Holdings
            membership interest is owned by its sole member, Holdings, whose membership
            interest in turn is owned indirectly by MacAndrews & Forbes Holdings Inc.
            ("MacAndrews Holdings"), a corporation wholly-owned indirectly through Mafco
            Holdings Inc. ("Mafco Holdings" and, together with MacAndrews Holdings,
            "MacAndrews & Forbes") by Ronald O. Perelman.

The accompanying Consolidated Condensed Financial Statements are
            unaudited. In management's opinion, all adjustments (consisting of only normal
            recurring accruals) necessary for a fair presentation have been made.

The Unaudited Consolidated Condensed Financial Statements include the
            accounts of the Company after elimination of all material intercompany balances
            and transactions. The Company has made a number of estimates and assumptions
            relating to the assets and liabilities, the disclosure of contingent assets and
            liabilities and the reporting of revenues and expenses to prepare these
            financial statements in conformity with accounting principles generally
            accepted in the United States. Actual results could differ from those
            estimates. The Unaudited Consolidated Condensed Financial Statements should be
            read in conjunction with the consolidated financial statements and related
            notes contained in the Company's Annual Report on Form 10-K for the year ended
            December 31, 2002.

The results of operations and financial position, including working
            capital, for interim periods are not necessarily indicative of those to be
            expected for a full year.

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

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
            Associated with Exit or Disposal Activities". This statement nullifies EITF
            Issue No. 94-3, "Liability Recognition for Certain Employee Termination
            Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
            in a Restructuring)." Statement No. 146 requires that a liability for the fair
            value of costs associated with an exit or disposal activity be recognized when
            the liability is incurred. The provisions of Statement No. 146 are effective
            for exit or disposal activities initiated after December 31, 2002 and thus
            became effective for the Company on January 1, 2003. The Company adopted the
            provisions of Statement No. 146 effective January 1, 2003 and such adoption had
            no effect on its consolidated financial statements.

5

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
            Accounting and Disclosure Requirements for Guarantees, Including Indirect
            Guarantees of Indebtedness of Others." Interpretation No. 45 requires the
            guarantor to recognize a liability for the contingent and non-contingent
            component of a guarantee; which means (a) the guarantor has undertaken an
            obligation to stand ready to perform in the event that specified triggering
            events or conditions occur and (b) the guarantor has undertaken a contingent
            obligation to make future payments if such triggering events or conditions
            occur. The initial measurement of this liability is the fair value of the
            guarantee at inception. The Company is required to recognize the liability even
            if it is not probable that payments will be required under the guarantee or if
            the guarantee was issued with a premium payment or as part of a transaction
            with multiple elements. Interpretation No. 45 also requires additional
            disclosures related to guarantees that have certain specified characteristics.
            The Company adopted the disclosure provisions of Interpretation No. 45 in its
            financial statements as of and for the year ended December 31, 2002.
            Additionally, the recognition and measurement provisions of Interpretation No.
            45 are effective for all guarantees entered into or modified after December 31,
            2002. The Company adopted the recognition and measurement provisions of
            Interpretation No. 45 effective January 1, 2003 and such adoption had no effect
            on its consolidated financial statements.

SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but
            does not require, companies to record compensation cost for stock-based
            employee compensation plans at fair value. The Company has chosen to account
            for stock-based compensation plans using the intrinsic value method prescribed
            in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
            Issued to Employees," and related interpretations. Accordingly, compensation
            cost for stock options issued to employees is measured as the excess, if any,
            of the quoted market price of the Company's stock at the date of the grant over
            the amount an employee must pay to acquire the stock. The following table
            illustrates the effect on net loss as if the Company had applied the fair value
            method to its stock-based compensation as required under the disclosure
            provisions of Statement No. 123:

Three Months Ended March 31,2003
                   
                   2002Net loss as reported
                   
                   $
                   (51.2
                   )
                   
                   $
                   (44.3
                   )Add: Stock-based employee compensation
                        included in reported net loss
                   
                   
                   0.6
                   
                   
                   
                   0.2Deduct: Total stock-based employee
                        compensation expense determined under fair value based method for all
                        awards
                   
                   
                   (2.6
                   )
                   
                   
                   (0.3
                   )Pro forma net loss
                   
                   $
                   (53.2
                   )
                   
                   $
                   (44.4
                   )


The effects of applying SFAS No. 123 in this pro forma disclosure are not
            necessarily indicative of future amounts.

(2)    Inventories

March 31,2003
                   
                   December 31,2002Raw materials and supplies
                   
                   $
                   52.9
                   
                   
                   $
                   36.7Work-in-process
                   
                   
                   14.1
                   
                   
                   
                   11.1Finished goods
                   
                   
                   84.6
                   
                   
                   
                   80.3$
                   151.6
                   
                   
                   $
                   128.1


6

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

(3)    Other Assets

Included in Other assets are trademarks, net, and patents, net. The
            amounts outstanding for these intangible assets at March 31, 2003 and December
            31, 2002 were as follows: for trademarks, net, $7.3 and $7.4, respectively, and
            for patents, net, $4.6 and $4.7, respectively. Amortization expense for the
            three months ended March 31, 2003 and 2002 was $0.4 and $0.4, respectively. The
            Company's intangible assets other than goodwill continue to be subject to
            amortization, which is anticipated to be approximately $1.6 annually through
            December 31, 2007.

(4)    Restructuring and Other Costs, Net

During the third quarter of 2000, the Company initiated a new
            restructuring program in line with the original restructuring plan developed in
            late 1998, designed to improve profitability by reducing personnel and
            consolidating manufacturing facilities. The 2000 restructuring program focused
            on the Company's plans to close its manufacturing operations in Phoenix,
            Arizona and Mississauga, Canada and to consolidate its cosmetics production
            into its plant in Oxford, North Carolina. The 2000 restructuring program also
            includes the remaining obligation for excess leased real estate in the
            Company's headquarters, consolidation costs associated with the Company closing
            its facility in New Zealand, and the elimination of several domestic and
            international executive and operational positions, each of which were effected
            to reduce and streamline corporate overhead costs. During the first quarter of
            2002, the Company continued to implement the 2000 restructuring program, as
            well as other restructuring actions, and recorded charges of $4.0, principally
            for additional employee severance and other personnel benefits, primarily
            resulting from reductions in the Company's worldwide sales force and relocation
            and other costs related to the consolidation of the Company's worldwide
            operations.

In connection with the 2000 restructuring program, termination benefits
            for 2,457 employees were included in the Company's restructuring charges,
            substantially all of whom have been terminated as of March 31, 2003. The
            remaining employees from the 2000 restructuring program, as well as other
            restructuring actions, are expected to be terminated within one year from the
            date of their notification.

Details of the activity associated with the 2000 restructuring program
            during the three-month period ended March 31, 2003 are as follows:

BalanceAs
                        of1/1/03
                   
                   Expenses, Net
                   
                   Utilized, Net
                   
                   BalanceAs
                        of3/31/03Cash
                   
                   NoncashEmployee severance and other personnel
                        benefits
                   
                   $
                   7.0
                   
                   
                   $
                   —
                   
                   
                   $
                   (2.1
                   )
                   
                   $
                   —
                   
                   
                   $
                   4.9Leases and equipment write-offs
                   
                   
                   3.9
                   
                   
                   
                   —
                   
                   
                   
                   (0.9
                   )
                   
                   
                   —
                   
                   
                   
                   3.0Other obligations
                   
                   
                   0.9
                   
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   0.9$
                   11.8
                   
                   
                   $
                   —
                   
                   
                   $
                   (3.0
                   )
                   
                   $
                   —
                   
                   
                   $
                   8.8


During the first quarter of 2003, the Company recorded charges of $0.5,
            principally for employee severance and other personnel benefits for 104
            employees, of which 41 employees have been terminated as of March 31, 2003, in
            certain Latin American operations. The remaining balance at March 31, 2003 for
            employee severance and other personnel benefits of $0.5, which were recorded in
            the first quarter of 2003, are expected to be paid by the end of the second
            quarter of 2003.

(5)    Geographic Information

The Company manages its business on the basis of one reportable operating
            segment. The Company's results of operations and the value of its foreign
            assets and liabilities may be adversely affected by weak economic conditions,
            political uncertainties, military actions, adverse currency fluctuations, and
            competitive activities.

7

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

Geographic areas:
                   
                   Three Months Ended March
                        31,Net sales:
                   
                   2003
                   
                   2002United States
                   
                   $
                   194.8
                   
                   
                   $
                   187.0Canada
                   
                   
                   10.1
                   
                   
                   
                   9.4United States and Canada
                   
                   
                   204.9
                   
                   
                   
                   196.4International
                   
                   
                   87.1
                   
                   
                   
                   79.0$
                   292.0
                   
                   
                   $
                   275.4


March 31,2003
                   
                   December 31,2002Long-lived assets:United States
                   
                   $
                   398.9
                   
                   
                   $
                   395.6Canada
                   
                   
                   4.2
                   
                   
                   
                   3.5United States and Canada
                   
                   
                   403.1
                   
                   
                   
                   399.1International
                   
                   
                   76.6
                   
                   
                   
                   74.6$
                   479.7
                   
                   
                   $
                   473.7


Classes of similar products:
                   
                   Three Months Ended March
                        31,Net sales:
                   
                   2003
                   
                   2002Cosmetics, skin care and
                        fragrances
                   
                   $
                   197.7
                   
                   
                   $
                   175.2Personal care
                   
                   
                   94.3
                   
                   
                   
                   100.2$
                   292.0
                   
                   
                   $
                   275.4


(6)    Derivative Financial Instruments

The Company uses derivative financial instruments, primarily foreign
            currency forward exchange contracts, to reduce the effects of fluctuations in
            foreign currency exchange rates. These contracts, which have been designated as
            cash flow hedges, were entered into primarily to hedge anticipated inventory
            purchases and certain intercompany payments denominated in foreign currencies,
            which have maturities of less than one year. Any unrecognized income (loss)
            related to these contracts are recorded in the Statement of Operations when the
            underlying transactions hedged are realized (e.g., when inventory is sold or
            intercompany transactions are settled). The Company enters into these contracts
            with a counterparty that is a major financial institution, and accordingly the
            Company believes that the risk of counterparty nonperformance is remote. The
            notional amount of the foreign currency forward exchange contracts outstanding
            at March 31, 2003 was $43.1. The fair value of the foreign currency forward
            exchange contracts outstanding at March 31, 2003 was $(0.4).

(7)    Rights Offering and Long-term Debt

In December 2002, Revlon, Inc.'s principal stockholder, MacAndrews &
            Forbes proposed providing Revlon, Inc. with up to $150 in cash in order to help
            fund a portion of the costs and expenses associated with implementing the
            stabilization and growth phase of the Company's plan and for general corporate
            purposes. Revlon, Inc.'s Board of Directors appointed a special committee of
            independent directors to evaluate the proposal made by MacAndrews & Forbes.
            The special committee reviewed and considered the proposal and negotiated
            enhancements to the terms of the proposal. In February 2003, the enhanced
            proposal was recommended to Revlon, Inc.'s Board of Directors by the special
            committee of Revlon, Inc.'s Board of Directors and approved by Revlon, Inc.'s
            full board.

8

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

In connection with MacAndrews & Forbes' enhanced proposal, in
            February 2003 Revlon, Inc. entered into an investment agreement with MacAndrews
            & Forbes (the "Investment Agreement") pursuant to which Revlon, Inc. will
            undertake a $50 equity rights offering (the "Rights Offering") that will allow
            its stockholders to purchase additional shares of Revlon, Inc.'s Class A common
            stock, with a par value of $0.01 per share ("Class A Common Stock"). Pursuant
            to the Rights Offering, Revlon, Inc. will distribute to each stockholder of
            record of its Class A Common Stock and its Class B common stock, with a par
            value of $0.01 per share ("Class B Common Stock," together with the Class A
            Common Stock, the "Common Stock"), as of the close of business on May, 12,
            2003, the record date set by the Board of Directors of Revlon, Inc., at no
            charge, one transferable subscription right for each 2.9403 shares of Common
            Stock owned. Each subscription right will enable the holder to purchase one
            share of Class A Common Stock at a subscription price equal to $2.84,
            representing 80% of the $3.55 closing price per share of Revlon, Inc.'s Class A
            Common Stock on the New York Stock Exchange ("NYSE") on May 12, 2003, the
            record date of the Rights Offering. The Company expects that Revlon, Inc. will
            make a capital contribution to Products Corporation with the net proceeds of
            the Rights Offering, which Products Corporation would use to help fund a
            portion of the costs and expenses associated with implementing the
            stabilization and growth phase of its plan and for general corporate purposes.

Pursuant to the over-subscription privilege, each rights holder that
            exercises its basic subscription privilege in full may also subscribe for
            additional shares of Class A Common Stock at the same subscription price per
            share, to the extent that other stockholders do not exercise their subscription
            rights in full. If an insufficient number of shares is available to fully
            satisfy the over-subscription privilege requests, the available shares will be
            sold pro rata among subscription rights holders who exercised their
            over-subscription privilege based on the number of shares each subscription
            rights holder subscribed for under the basic subscription privilege.

As a Revlon, Inc. stockholder, MacAndrews & Forbes, through REV
            Holdings, will receive its pro rata subscription rights and would also be
            entitled to exercise an over-subscription privilege. However, MacAndrews &
            Forbes has agreed not to exercise either its basic or over-subscription
            privileges. Instead, MacAndrews & Forbes has agreed to purchase the shares
            of Revlon, Inc.'s Class A Common Stock that it would otherwise have been
            entitled to acquire pursuant to its basic subscription privilege (equal to
            approximately 83% of the shares available for purchase under the Rights
            Offering, or approximately $41.5) in a private placement direct from Revlon,
            Inc. In addition, if any shares remain following the exercise of the basic
            subscription privileges and the over-subscription privileges by other right
            holders, MacAndrews & Forbes will back-stop the Rights Offering by
            purchasing the remaining shares of Class A Common Stock offered but not
            purchased by other stockholders (approximately 17% of the shares offered in the
            Rights Offering, or an additional approximate $8.5), also in a private
            placement. As a result of these transactions, Revlon, Inc. will issue
            approximately 17,605,731 additional shares of its Class A Common Stock,
            including at least 14,590,347 to MacAndrews & Forbes in a private
            placement.

In addition, in accordance with the enhanced proposal, MacAndrews &
            Forbes has also provided a $100 million term loan to Products Corporation (the
            "MacAndrews & Forbes $100 million term loan"). The Investment Agreement
            provides that if, prior to the consummation of the Rights Offering, Products
            Corporation has fully drawn the MacAndrews & Forbes $100 million term loan
            and the implementation of the stabilization and growth phase of the Company's
            plan causes the Company to require some or all of the $50 of funds that Revlon,
            Inc. would raise from the Rights Offering, MacAndrews & Forbes would
            advance Revlon, Inc. these funds prior to closing the Rights Offering by
            purchasing up to $50 of newly-issued shares of Revlon, Inc.'s Series C
            preferred stock which would be redeemed with the proceeds Revlon, Inc. receives
            from the Rights Offering (this investment in Revlon, Inc.'s Series C preferred
            stock (which is non-voting, non-dividend paying and non-convertible) is
            referred to as the "$50 million Series C preferred stock investment"). During
            the second quarter of 2003, prior to the consummation of the Rights Offering,
            MacAndrews & Forbes agreed to waive the condition that the MacAndrews &
            Forbes $100 million term loan be fully drawn before it would be required to
            purchase up to $41.5 of Revlon, Inc.'s

9

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

Series C preferred stock. During the second quarter of 2003, prior to the
            consummation of the Rights Offering, MacAndrews & Forbes purchased $24.9 of
            Revlon, Inc.'s Series C preferred stock, which will be redeemed with the
            proceeds Revlon, Inc. receives from the Rights Offering. Revlon, Inc. then made
            a capital contribution of the proceeds from such issuance of Series C preferred
            stock to Products Corporation. The MacAndrews & Forbes $100 million term
            loan has a final maturity date of December 1, 2005 and interest on such loan of
            12.0% is not payable in cash, but will accrue and be added to the principal
            amount each quarter and be paid in full at final maturity. Revlon, Inc. expects
            that it will issue the subscription rights and consummate the Rights Offering
            in June 2003. The registration statement was declared effective by the
            Securities and Exchange Commission (the "Commission") on May 12, 2003. At March
            31, 2003, Products Corporation had borrowings of $15.0 (which excludes accrued
            interest of $0.1), under the MacAndrews & Forbes $100 million term loan to
            help fund the stabilization and growth phase of the Company's plan and for
            general corporate purposes.

Additionally, MacAndrews & Forbes has also agreed to provide Products
            Corporation with an additional $40 line of credit during 2003, which amount
            will increase to $65 on January 1, 2004 (the "MacAndrews & Forbes $40-65
            million line of credit") (the MacAndrews & Forbes $100 million term loan
            and the MacAndrews & Forbes $40-65 million line of credit are referred to
            as the "Mafco Loans" and the Rights Offering and the Mafco Loans are referred
            to as the "M&F Investments") and which will be available to Products
            Corporation through December 31, 2004, provided that the MacAndrews &
            Forbes $100 million term loan is fully drawn and MacAndrews & Forbes has
            purchased an aggregate of $50 of Revlon, Inc.'s Series C preferred stock (or if
            Revlon, Inc. has consummated the Rights Offering and redeemed any outstanding
            shares of Series C preferred stock). The MacAndrews & Forbes $40-65 million
            line of credit will bear interest payable in cash at a rate of the lesser of
            (i) 12.0% and (ii) 0.25% less than the rate payable from time to time on
            Eurodollar loans under Products Corporation's Credit Agreement (which rate,
            after giving effect to the amendment in February 2003 to Products Corporation's
            Credit Agreement, is 8.25%). Revlon, Inc. does not currently expect that
            Products Corporation will draw on the MacAndrews & Forbes $40-65 million
            line of credit during 2003.

In connection with the transactions with MacAndrews & Forbes
            described above, and as a result of Revlon, Inc.'s operating results for the
            fourth quarter of 2002 and the effect of the acceleration of the Company's
            implementation of the stabilization and growth phase of its plan, Products
            Corporation entered into an amendment in February 2003 of its Credit Agreement
            with its bank lenders and secured waivers of compliance with certain covenants
            under the Credit Agreement. In particular, EBITDA (as defined in the Credit
            Agreement) was $35.2 for the four consecutive fiscal quarters ended December
            31, 2002, which was less than the minimum of $210 required under the EBITDA
            covenant of the Credit Agreement for that period and Products Corporation's
            leverage ratio was 5.09:1.00, which was in excess of the maximum ratio of
            1.4:1.00 permitted under the leverage ratio covenant of the Credit Agreement
            for that period. Accordingly, Products Corporation sought and secured waivers
            of compliance with these covenants for the fourth quarter of 2002 and, in light
            of the Company's expectation that the continued implementation of the
            stabilization and growth phase of the Company's plan would affect the ability
            of Products Corporation to comply with these covenants during 2003, Products
            Corporation also secured an amendment to eliminate the EBITDA and leverage
            ratio covenants for the first three quarters of 2003 and a waiver of compliance
            with such covenants for the fourth quarter of 2003 expiring on January 31,
            2004.

The amendment to the Credit Agreement also included the substitution of a
            covenant requiring Products Corporation to maintain a minimum of $20 of
            liquidity from all available sources at all times through January 31, 2004 and
            certain other amendments to allow for the M&F Investments and the
            implementation of the stabilization and growth phase of the Company's plan,
            including specific exceptions from the limitations under the indebtedness
            covenant to permit the MacAndrews & Forbes $100 million term loan and the
            MacAndrews & Forbes $40-65 million line of credit and to exclude the
            proceeds from the M&F Investments from the mandatory prepayment provisions
            of the Credit Agreement, and to increase the maximum limit on capital
            expenditures (as defined in the Credit Agreement) from $100 to

10

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

$115 for 2003. The amendment also increased the applicable margin on
            loans under the Credit Agreement by 0.5%, the incremental cost of which to the
            Company, assuming the Credit Agreement is fully drawn, would be $1.1 from
            February 5, 2003 through the end of 2003.

On February 12, 2001, REV Holdings issued $80.5 principal amount of its
            12% Senior Discount Notes due 2004 (the "New REV Holdings Notes"), which were
            issued in exchange for a like principal amount of the Senior Secured Discount
            Notes due 2001 (the "Old REV Holdings Notes"). The New REV Holdings Notes bear
            interest at 12% per year, are payable semi-annually, and mature on February 1,
            2004. Accordingly, the New REV Holdings Notes are classified as a current
            liability in the unaudited consolidated condensed balance sheet at March 31,
            2003.

The Company expects that operating revenues, cash on hand, net proceeds
            from the Rights Offering ($24.9 of which was advanced to Revlon, Inc. and
            contributed to Products Corporation during the second quarter of 2003 prior to
            the consummation of the Rights Offering and, subject to the satisfaction of
            certain conditions, the balance of $25.1 may be purchased by MacAndrews &
            Forbes in connection with the $50 million Series C preferred stock investment
            prior to the consummation of the Rights Offering, which Series C preferred
            stock will be redeemed with the proceeds from the Rights Offering), funds
            available for borrowing under the Credit Agreement and the Mafco Loans and
            advances under the Keepwell Agreement (as hereinafter defined) will be
            sufficient to enable the Company to cover its operating expenses for 2003,
            including cash requirements in connection with the Company's operations, the
            stabilization and growth phase of the Company's plan, cash requirements in
            connection with the Company's restructuring programs referred to above and the
            Company's debt service requirements of its subsidiaries and interest on the New
            REV Holdings Notes. The Mafco Loans and the net proceeds from the Rights
            Offering (after giving effect to the redemption of any issued and outstanding
            Series C preferred stock) are intended to help fund the stabilization and
            growth phase of the Company's plan and to decrease the risk that would
            otherwise exist if the Company were to fail to meet its debt and ongoing
            obligations as they became due in 2003. However, there can be no assurance that
            such funds will be sufficient to meet the Company's cash requirements on a
            consolidated basis. If the Company's anticipated level of revenue growth is not
            achieved because, for example, of decreased consumer spending in response to
            weak economic conditions or weakness in the cosmetics category, increased
            competition from the Company's competitors or the Company's marketing plans are
            not as successful as anticipated, or if the Company's expenses associated with
            implementation of the stabilization and growth phase of the Company's plan
            exceed the anticipated level of expenses, the Company's current sources of
            funds may be insufficient to meet the Company's cash requirements.
            Additionally, in the event of a decrease in demand for Products Corporation's
            products or reduced sales or lack of increases in demand and sales as a result
            of the stabilization and growth phase of the Company's plan, such development,
            if significant, could reduce Products Corporation's operating revenues and
            could adversely affect Products Corporation's ability to achieve certain
            financial covenants under the Credit Agreement and in such event the Company
            could be required to take measures, including reducing discretionary spending.
            If the Company is unable to satisfy such cash requirements from these sources,
            the Company could be required to adopt one or more alternatives, such as
            delaying the implementation of or revising aspects of the stabilization and
            growth phase of its plan, reducing or delaying purchases of wall displays or
            advertising or promotional expenses, reducing or delaying capital spending,
            delaying, reducing or revising restructuring programs, restructuring subsidiary
            indebtedness, selling assets or operations, seeking additional capital
            contributions or loans from MacAndrews & Forbes, the Company's other
            affiliates and/or third parties, selling additional equity securities of
            Revlon, Inc. or selling its equity securities or reducing other discretionary
            spending. The Company has substantial debt maturing in 2004 and 2005, which
            will require refinancing, consisting of $80.5 of the New REV Holdings Notes due
            in 2004 and the following due in 2005: $246.3 (assuming the maximum amount is
            borrowed) under the Credit Agreement and $363.0 of Products Corporation's 12%

11

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

Senior Secured Notes due 2005 (the "12% Notes"), as well as amounts, if
            any, borrowed under the MacAndrews & Forbes $100 million term loan and the
            MacAndrews & Forbes $40-65 million line of credit.

The Company expects that Products Corporation will need to seek a further
            amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio
            covenants under the Credit Agreement prior to the expiration of the existing
            waiver on January 31, 2004 because the Company does not expect that its
            operating results, including after giving effect to various actions under the
            stabilization and growth phase of the Company's plan, will allow Products
            Corporation to satisfy those covenants for the four consecutive fiscal quarters
            ending December 31, 2003. The minimum EBITDA required to be maintained by
            Products Corporation under the Credit Agreement is $230 for each of the four
            consecutive fiscal quarters ending on December 31, 2003 (which covenant was
            waived through January 31, 2004), March 31, 2004, June 30, 2004 and September
            30, 2004 and $250 for any four consecutive fiscal quarters ending December 31,
            2004 and thereafter and the leverage ratio covenant under the Credit Agreement
            will permit a maximum ratio of 1.10:1.00 for any four consecutive fiscal
            quarters ending on or after December 31, 2003 (which limit was waived through
            January 31, 2004 for the four fiscal quarters ending December 31, 2003). In
            addition, after giving effect to the amendment, the Credit Agreement also
            contains a $20 minimum liquidity covenant. While the Company expects that
            Products Corporation's bank lenders will consent to such amendment or waiver
            request, there can be no assurance that they will or that they will do so on
            terms that are favorable to the Company. If Products Corporation is unable to
            secure such amendment or waiver, it could be required to refinance the Credit
            Agreement or repay it with proceeds from the sale of assets or operations, or
            additional capital contributions or loans from MacAndrews & Forbes or the
            Company's other affiliates or third parties, or the sale of additional equity
            securities of Revlon, Inc. In the event that Products Corporation were unable
            to secure such a waiver or amendment and Products Corporation were not able to
            refinance or repay the Credit Agreement, Products Corporation's inability to
            meet the financial covenants for the four consecutive fiscal quarters ending
            December 31, 2003 would constitute an event of default under Products
            Corporation's Credit Agreement, which would permit the bank lenders to
            accelerate the Credit Agreement, which in turn would constitute an event of
            default under the indentures governing Products Corporation's debt if the
            amount accelerated exceeds $25.0 and such default remains uncured within 10
            days of notice from the trustee under the applicable indenture.

There can be no assurance that the Company would be able to take any of
            the actions referred to in the preceding two paragraphs because of a variety of
            commercial or market factors or constraints in the Company's debt instruments,
            including, for example, Products Corporation's inability to reach agreement
            with its bank lenders on refinancing terms that are acceptable to the Company
            before the waiver of its financial covenants expires on January 31, 2004,
            market conditions being unfavorable for an equity or debt offering, or that the
            transactions may not be permitted under the terms of the Company's various debt
            instruments then in effect, because of restrictions on the incurrence of debt,
            incurrence of liens, asset dispositions and related party transactions. In
            addition, such actions, if taken, may not enable the Company to satisfy its
            cash requirements if the actions do not generate a sufficient amount of
            additional capital.

REV Holdings, as a holding company, will be dependent on distributions
            with respect to its approximately 83% ownership interest in Revlon, Inc. from
            the earnings generated by Products Corporation and advances under the Keepwell
            Agreement to pay its expenses and to pay interest and the principal amount at
            maturity of the New REV Holdings Notes. The terms of the Credit Agreement, the
            Mafco Loans, the 12% Notes, the 8 5/8% Notes, the 8 1/8% Notes and the 9% Notes
            (each of which is hereinafter defined) generally restrict Products Corporation
            from paying dividends or making distributions, except that Products Corporation
            is permitted to pay dividends and make distributions to Revlon, Inc., among
            other things, to enable Revlon, Inc. to pay expenses incidental to being a
            public holding company, including, among other things, professional fees such
            as legal and accounting fees, regulatory

12

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

fees such as Commission filing fees and other miscellaneous expenses
            related to being a public holding company and, subject to certain limitations,
            to pay dividends or make distributions in certain circumstances to finance the
            purchase by Revlon, Inc. of its Class A Common Stock in connection with the
            delivery of such Class A Common Stock to grantees under the Revlon, Inc.
            Amended and Restated 1996 Stock Plan (as may be amended and restated from time
            to time, the "Amended Stock Plan").

REV Holdings currently anticipates that it will be dependent upon
            advances under the Keepwell Agreement to pay interest when due under the New
            REV Holdings Notes. However, the Company currently anticipates that it will be
            required to adopt one or more alternatives to pay the principal amount at
            maturity of the New REV Holdings Notes, such as refinancing its indebtedness,
            repaying its indebtedness with the proceeds from the sale of assets or
            operations of Revlon, Inc., selling its equity securities or equity securities
            of Revlon, Inc. or seeking additional capital contributions or loans from
            MacAndrews & Forbes or the Company's other affiliates or third parties.
            There can be no assurance that any of the foregoing actions could be effected
            on satisfactory terms, that any of the foregoing actions would enable the
            Company to pay the principal amount at maturity of the New REV Holdings Notes
            or that any of such actions would be permitted by the terms of the New
            Indenture or any other debt instruments of the Company and the Company's
            subsidiaries then in effect, because, among other reasons, market conditions
            may be unfavorable for an equity or debt offering or the transactions may not
            be permitted under the terms of the Company's various debt instruments then in
            effect, because of restrictions on the incurrence of debt, incurrence of liens,
            asset dispositions and related party transactions. In addition, such actions,
            if taken, may not enable the Company to satisfy its cash requirements if the
            actions do not generate a sufficient amount of additional capital.

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

At March 31, 2003, GSB Investments Corp. owned 17.6 million shares of
            common stock of Citigroup Inc. ("Citigroup Common Stock" and "Citigroup",
            respectively). At March 31, 2003, the closing price of Citigroup Common Stock
            on the NYSE was $34.45 per share. At March 31, 2003 and April 30, 2003, 12.7
            million and 13.7 million shares of Citigroup Common Stock, respectively, owned
            by GSB Investments Corp. were pledged to secure forward contracts and 0.9
            million shares were held in escrow pursuant to the terms of a stockholders
            agreement between GSB Investments Corp. and Citigroup.

Citigroup has paid quarterly dividends, which have increased from $0.12
            per share in the first quarter of 2000 to $0.20 per share in the first quarter
            of 2003. The forward contracts contain restrictions on the amount of dividends
            that GSB Investments Corp. would be entitled to receive on certain of its
            pledged Citigroup Common Stock. If Citigroup were to continue to pay quarterly
            dividends at the current rate of $0.20 per share, GSB Investments Corp. were to
            continue to own 17.6 million shares of Citigroup Common Stock and no further
            agreements were entered into restricting GSB Investments Corp.'s right to
            receive dividends, GSB Investments Corp. would have sufficient income from
            dividends paid on its

13

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSED FINANCIAL STATEMENTS —(Continued) (dollars in
            millions, except per share data)

Citigroup Common Stock to make the payments to REV Holdings that it might
            be required to make under the Keepwell Agreement. However, there can be no
            assurance that Citigroup, which the Company does not control, will continue to
            pay dividends at this rate, if at all, that GSB Investments Corp. will continue
            to own shares of Citigroup Common Stock in an amount sufficient to cover
            advances under the Keepwell Agreement or that GSB Investments Corp. will not
            enter into any further agreements restricting its right to receive dividends on
            its Citigroup Common Stock.

If GSB Investments Corp. fails to comply with its obligations under the
            forward contracts that are secured by the pledge of its 13.7 million shares of
            Citigroup Common Stock, the beneficiary of such pledge could enforce its rights
            with respect to such collateral and could deprive GSB Investments Corp. of its
            rights to receive dividends on such pledged shares. GSB Investments Corp. has
            advised REV Holdings that, if GSB Investments Corp. does not receive sufficient
            dividend income from its Citigroup Common Stock to satisfy its obligations
            under the Keepwell Agreement, GSB Investments Corp. expects to obtain capital
            contributions or loans from affiliates to satisfy such obligations. There can
            be no assurance that GSB Investments Corp. could obtain any such funds because
            its affiliates are under no obligation to provide them to GSB Investments Corp.

In February 2003, GSB Investments Corp. made a non-interest bearing
            advance of $4.8 to REV Holdings under the Keepwell Agreement, which was used to
            make the February 1, 2003 interest payment on the New REV Holdings Notes. The
            Keepwell Agreement will terminate at such time as there are no New REV Holdings
            Notes outstanding, at which time GSB Investments Corp. may require repayment of
            advances under the Keepwell Agreement.

14

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS(dollars in millions,
            except per share data)

Overview

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

The Company has accelerated the implementation of the stabilization and
            growth phase of its three-part plan, which, following detailed evaluations and
            research, is based on the following key actions and investments: (i) increasing
            advertising and media spending and effectiveness; (ii) increasing the marketing
            effectiveness of the Company's wall displays, by among other things,
            reconfiguring wall displays at its existing retail customers, streamlining its
            product assortment and reconfiguring product placement on its wall displays and
            rolling out the new wall displays, which it began in 2002; (iii) selectively
            adjusting prices on certain SKUs; (iv) further strengthening the Company's new
            product development process; and (v) implementing a comprehensive program to
            develop and train the Company's employees.

Discussion of Critical Accounting Policies

For a discussion of the Company's critical accounting policies, see the
            Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Results of Operations

Net sales

Net sales were $292.0 and $275.4 for the first quarters of 2003 and 2002,
            respectively, an increase of $16.6, or 6.0%, and an increase of 4.4% after
            excluding the impact of currency fluctuations.

United States and Canada.    Net sales in the
            U.S. and Canada were $204.9 for the first quarter of 2003, compared with $196.4
            for the first quarter of 2002, an increase of $8.5, or 4.3%. This increase was
            due to higher sales volume of $16.7, primarily as a result of growth in color
            cosmetics, despite a decline in the overall U.S. mass-market color cosmetics
            category, and to a lesser extent, hair color, partially offset by lower sales
            from implements and anti-perspirants/deodorants, an increase in sales returns
            and allowances of $2.5 primarily related to the stabilization and growth phase
            of the Company's plan, higher brand support of $4.8 and a decrease in licensing
            revenues of $0.9.

International.    Net sales in the Company's
            international operations were $87.1 for the first quarter of 2003, compared
            with $79.0 for the first quarter of 2002, an increase of $8.1, or 10.3%, and an
            increase of 5.3% excluding the impact of currency fluctuations.

Sales in the Company's international operations are divided by the
            Company into three geographic regions. In Europe, which is comprised of Europe
            and the Middle East, net sales increased by $4.6, or 18.4%, to $29.6 for the
            first quarter of 2003, as compared with the first quarter of 2002. The increase
            in the European region is primarily due to the impact of favorable currency
            fluctuations (which factor the Company estimates contributed to an approximate
            15.5% increase in net sales for the region) and increased sales volume in the
            U.K. (which factor the Company estimates contributed to an approximate 9.1%
            increase in net sales for the region). Such factors were partially offset by
            lower sales volume in certain distributor markets in the European and Middle
            East region (which factor the Company estimates contributed to an approximate
            5.1% reduction in net sales for the region).

In Latin America, which is comprised of Mexico, Central America and South
            America, net sales decreased by $6.6, or 28.9%, to $16.2 for the first quarter
            of 2003, as compared with the first quarter of 2002. The decrease in the Latin
            American region is primarily due to the impact of adverse currency fluctuations
            (which factor the Company estimates contributed to an approximate 19.3%
            reduction in net sales for the region), decreased sales volume in Brazil and
            Mexico (which factor the Company estimates

15

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

contributed to an approximate 18.3% reduction in net sales for the
            region), which was partially offset by increased sales volume in Venezuela,
            Argentina and certain distributor markets in Latin America (which factor the
            Company estimates contributed to an approximate 9.7% increase in net sales for
            the region).

In the Far East and Africa, net sales increased by $10.1, or 32.4%, to
            $41.3 for the first quarter of 2003, as compared with the first quarter of
            2002. The increase in the Far East region is due to the impact of favorable
            currency fluctuations (which factor the Company estimates contributed to an
            approximate 17.7% increase in net sales for the region), and increased sales
            volume in South Africa, Japan, China, Hong Kong, Taiwan and certain distributor
            markets in the Far East (which factor the Company estimates contributed to an
            approximate 17.4% increase in net sales for the region).

Net sales in the Company's international operations may be adversely
            affected by weak economic conditions, political uncertainties, military
            actions, adverse currency fluctuations, and competitive activities. Severe
            Acute Respiratory Syndrome, or SARS, could have an adverse effect on the
            Company's results of operations in certain countries in its Far East region.

Gross profit

Gross profit was $180.5 for the first quarter of 2003, compared with
            $166.4 for the first quarter of 2002. As a percentage of net sales, gross
            profit margins were 61.8% for the first quarter of 2003, compared with 60.4%
            for the first quarter of 2002. The increase in gross profit margin in the first
            quarter of 2003 compared to the comparable 2002 period is primarily due to
            lower factory cost of sales, partially offset by higher sales returns and
            allowances of $4.0 primarily related to the stabilization and growth phase of
            the Company's plan, higher brand support of $3.6 and a decrease in other
            revenue of $0.6 in the first quarter of 2003.

SG&A expenses

SG&A expenses were $184.2 for the first quarter of 2003, compared
            with $166.7 for the first quarter of 2002. The increase in SG&A expenses
            for the first quarter of 2003, as compared to the first quarter of 2002, is due
            primarily to higher personnel-related expenses (including pension expense) and
            higher professional fees (including consulting expenses related to the
            stabilization and growth phase of the Company's plan) of $10.2, which were
            partially offset by the absence of executive separation costs in the first
            quarter of 2003, which were $6.5 in the first quarter of 2002, higher brand
            support of $5.4, higher depreciation expense of $1.7 (which includes
            accelerated amortization charges of $1.2 related to certain information systems
            as a result of the Company's decision to, among other things, upgrade its
            information systems), higher wall display amortization of $1.7 and higher
            distribution costs of $0.5.

Restructuring costs

During the third quarter of 2000, the Company initiated a new
            restructuring program in line with the original restructuring plan developed in
            late 1998, designed to improve profitability by reducing personnel and
            consolidating manufacturing facilities. The 2000 restructuring program focused
            on the Company's plans to close its manufacturing operations in Phoenix,
            Arizona and Mississauga, Canada and to consolidate its cosmetics production
            into its plant in Oxford, North Carolina. The 2000 restructuring program also
            includes the remaining obligation for excess leased real estate in the
            Company's headquarters, consolidation costs associated with the Company closing
            its facility in New Zealand, and the elimination of several domestic and
            international executive and operational positions, each of which were effected
            to reduce and streamline corporate overhead costs. During the first quarter of
            2002, the Company continued to implement the 2000 restructuring program, as
            well as other restructuring actions, and recorded charges of $4.0, principally
            for additional employee severance and other personnel benefits, primarily
            resulting from reductions in the Company's worldwide sales force and relocation
            and other costs related to the consolidation of the Company's worldwide
            operations.

16

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

During the first quarter of 2003, the Company recorded charges of $0.5,
            principally for employee severance and other personnel benefits in certain
            Latin American operations.

The Company anticipates annualized savings of approximately $1 relating
            to the restructuring charges recorded during the first quarter of 2003.

Other expenses (income)

Interest expense was $43.9 for the first quarter of 2003, compared with
            $41.7 for the first quarter of 2002. The increase in interest expense for the
            first quarter of 2003, as compared to the first quarter of 2002, is primarily
            due to higher interest rates under the Credit Agreement, as a result of the
            amendment to the Credit Agreement in February 2003, and higher overall
            outstanding borrowings during the first quarter of 2003.

Provision (benefit) for income taxes

The provision (benefit) for income taxes was $0.9 for the first quarter
            of 2003, compared with $(4.2) for the first quarter of 2002. The increase in
            the provision for income taxes for the first quarter of 2003, as compared to
            the first quarter of 2002, was attributable to higher taxable income in certain
            markets outside the U.S. In addition, the benefit for income taxes in the first
            quarter of 2002 included the recognition of tax benefits relating to the
            carryback of alternative minimum tax losses.

Financial Condition, Liquidity and Capital Resources

Net cash used for operating activities was $65.3 and $46.6 for the first
            quarters of 2003 and 2002, respectively. The increase in net cash used for
            operating activities for the first quarter of 2003, compared to the first
            quarter of 2002, resulted primarily from a higher net loss, higher purchases of
            permanent wall displays due to the roll out of the Company's newly-reconfigured
            wall displays, higher inventory and brand support for the continued
            implementation of the stabilization and growth phase of the Company's plan and
            higher insurance costs.

Net cash used for investing activities was $4.7 and $0.1 for the first
            quarters of 2003 and 2002, respectively. Net cash used for investing activities
            for the first quarter of 2003 consisted of capital expenditures. Net cash used
            for investing activities for the first quarter of 2002 consisted of capital
            expenditures, partially offset by the sale of marketable securities.

Net cash provided by financing activities was $14.5 and $15.9 for the
            first quarters of 2003 and 2002, respectively. Net cash provided by financing
            activities for the first quarter of 2003 included cash drawn under the Credit
            Agreement and the MacAndrews & Forbes $100 million term loan and an advance
            under the Keepwell Agreement, partially offset by the repayment of borrowings
            under the Credit Agreement and payment of financing costs. Net cash provided by
            financing activities for the first quarter of 2002 included cash drawn under
            the Credit Agreement and an advance under the Keepwell Agreement, partially
            offset by the repayment of borrowings under the Credit Agreement.

On November 30, 2001, Products Corporation entered into a credit
            agreement (the "2001 Credit Agreement") with a syndicate of lenders, whose
            individual members change from time to time, which agreement amended and
            restated the credit agreement entered into by Products Corporation in May 1997
            (as amended, the "1997 Credit Agreement"; the 2001 Credit Agreement and the
            1997 Credit Agreement are sometimes referred to as the "Credit Agreement"), and
            which matures on May 30, 2005. As of March 31, 2003, the 2001 Credit Agreement
            provided up to $248.7, which is comprised of a $116.6 term loan facility (the
            "Term Loan Facility") and a $132.1 multi-currency revolving credit facility
            (the "Multi-Currency Facility"). At March 31, 2003, the Term Loan Facility was
            fully drawn and $5.1 was available under the Multi-Currency Facility, including
            letters of credit. As of March 31, 2003, the Company had approximately $203 of
            available liquidity from all available sources.

On February 12, 2001, REV Holdings issued $80.5 principal amount of its
            New REV Holdings Notes, which were issued in exchange for a like principal
            amount of the Old REV Holdings Notes. The New

17

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

REV Holdings Notes bear interest at 12% per year, payable semi-annually,
            and mature on February 1, 2004. Accordingly, the New REV Holdings Notes are
            classified as a current liability in the unaudited consolidated condensed
            balance sheet at March 31, 2003.

In connection with the transactions with MacAndrews & Forbes
            described in Note 7 to the Unaudited Consolidated Condensed Financial
            Statements, and as a result of Revlon, Inc.'s operating results for the fourth
            quarter of 2002 and the effect of the acceleration of the Company's
            implementation of the stabilization and growth phase of its plan, Products
            Corporation entered into an amendment in February 2003 of its Credit Agreement
            with its bank lenders and secured waivers of compliance with certain covenants
            under the Credit Agreement. In particular, EBITDA (as defined in the Credit
            Agreement) was $35.2 for the four consecutive fiscal quarters ended December
            31, 2002, which was less than the minimum of $210 required under the EBITDA
            covenant of the Credit Agreement for that period and Products Corporation's
            leverage ratio was 5.09:1.00, which was in excess of the maximum ratio of
            1.4:1.00 permitted under the leverage ratio covenant of the Credit Agreement
            for that period. Accordingly, Products Corporation sought and secured waivers
            of compliance with these covenants for the fourth quarter of 2002 and, in light
            of the Company's expectation that the continued implementation of the
            stabilization and growth phase of the Company's plan would affect the ability
            of Products Corporation to comply with these covenants during 2003, Products
            Corporation also secured an amendment to eliminate the EBITDA and leverage
            ratio covenants for the first three quarters of 2003 and a waiver of compliance
            with such covenants for the fourth quarter of 2003 expiring on January 31,
            2004.

The amendment to the Credit Agreement also included the substitution of a
            covenant requiring Products Corporation to maintain a minimum of $20 of
            liquidity from all available sources at all times through January 31, 2004 and
            certain other amendments to allow for the M&F Investments and the
            implementation of the stabilization and growth phase of the Company's plan,
            including specific exceptions from the limitations under the indebtedness
            covenant to permit the MacAndrews & Forbes $100 million term loan and the
            MacAndrews & Forbes $40-65 million line of credit and to exclude the
            proceeds from the M&F Investments from the mandatory prepayment provisions
            of the Credit Agreement, and to increase the maximum limit on capital
            expenditures (as defined in the Credit Agreement) from $100 to $115 for 2003.
            The amendment also increased the applicable margin on loans under the Credit
            Agreement by 0.5%, the incremental cost of which to the Company, assuming the
            Credit Agreement is fully drawn, would be $1.1 from February 5, 2003 through
            the end of 2003.

As discussed in Note 7 to the Unaudited Consolidated Condensed Financial
            Statements, pursuant to the Investment Agreement MacAndrews & Forbes
            agreed, among other things, (i) to purchase such shares of Revlon, Inc.'s Class
            A Common Stock represented by its pro rata share, through REV Holdings, of the
            rights distributed in the Rights Offering (approximately 83% of the shares
            available for purchase under the Rights Offering, or approximately $41.5) and
            to back-stop the Rights Offering by purchasing the remaining shares of Class A
            Common Stock offered to, but not purchased by, other stockholders
            (approximately 17% of the shares offered in the Rights Offering, or an
            additional approximate $8.5), (ii) to provide Products Corporation with the
            MacAndrews & Forbes $100 million term loan (the terms and conditions of
            which the parties agreed to on February 5, 2003), (iii) if, prior to the
            consummation of the Rights Offering, Products Corporation has fully drawn the
            MacAndrews & Forbes $100 million term loan and the implementation of the
            stabilization and growth phase of the Company's plan causes the Company to
            require some or all of the $50 of funds that Revlon, Inc. would raise from the
            Rights Offering, MacAndrews & Forbes would advance Revlon, Inc. these funds
            prior to closing the Rights Offering by making the $50 million Series C
            preferred stock investment, which would be redeemed with the proceeds Revlon,
            Inc. receives from the Rights Offering, and (iv) to provide Products
            Corporation with the MacAndrews & Forbes $40-65 million line of credit (the
            terms and conditions of which the parties agreed to on February 5, 2003),
            provided that the MacAndrews & Forbes $100 million term loan is fully drawn
            and MacAndrews & Forbes had made the $50 million Series C preferred stock
            investment (or if Revlon, Inc. has consummated the Rights Offering and redeemed
            any outstanding shares of Series C preferred

18

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

stock). During the second quarter of 2003, prior to the consummation of
            the Rights Offering, MacAndrews & Forbes agreed to waive the condition that
            the MacAndrews & Forbes $100 million term loan be fully drawn before it
            would be required to purchase up to $41.5 of Revlon, Inc.'s Series C preferred
            stock. During the second quarter of 2003, prior to the consummation of the
            Rights Offering, MacAndrews & Forbes purchased $24.9 of Revlon, Inc.'s
            Series C preferred stock, which will be redeemed with the proceeds Revlon, Inc.
            receives from the Rights Offering. Revlon, Inc. then made a capital
            contribution of the proceeds from such issuance of Series C preferred stock to
            Products Corporation.

The Company's principal sources of funds are expected to be operating
            revenues, cash on hand, the net proceeds from the Rights Offering ($24.9 of
            which was advanced to Revlon, Inc., and which Revlon, Inc. used to make a
            capital contribution to Products Corporation during the second quarter of 2003
            prior to the consummation of the Rights Offering and, subject to the
            satisfaction of certain conditions, the balance of $25.1 may be purchased by
            MacAndrews & Forbes in connection with the $50 million Series C preferred
            stock investment prior to the consummation of the Rights Offering, which Series
            C preferred stock will be redeemed with the proceeds from the Rights Offering),
            funds available for borrowing under the Credit Agreement and the Mafco Loans
            and advances under the Keepwell Agreement. Revlon, Inc. expects that the Rights
            Offering will be consummated in June 2003. The registration statement was
            declared effective by the Commission on May 12, 2003. At March 31, 2003
            Products Corporation had borrowings of $15.0 (which excludes accrued interest
            of $0.1), under the MacAndrews & Forbes $100 million term loan to help fund
            the stabilization and growth phase of the Company's plan and for general
            corporate purposes. The Credit Agreement, the Mafco Loans, Products
            Corporation's 12% Notes, Products Corporation's 8 5/8% Notes due 2008 (the "8
            5/8% Notes"), Products Corporation's 8 1/8% Notes due 2006 (the "8 1/8% Notes")
            and Products Corporation's 9% Notes due 2006 (the "9% Notes") contain certain
            provisions that by their terms limit Products Corporation's and/or its
            subsidiaries' ability to, among other things, incur additional debt. The New
            REV Holdings Notes contain certain provisions that by their terms limit REV
            Holdings' ability to, among other things, incur additional debt.

The Company's principal uses of funds are expected to be the payment of
            operating expenses, including expenses in connection with the stabilization and
            growth phase of the Company's plan, purchases of permanent wall displays,
            capital expenditure requirements, including costs in connection with the ERP
            System (as hereinafter defined), payments in connection with the Company's
            restructuring programs referred to below, debt service payments of the Company
            and its subsidiaries, including payments required under Products Corporation's
            debt instruments and interest payments under the New REV Holdings Notes.

The Company currently estimates that charges related to the
            implementation of the stabilization and growth phase of the Company's plan will
            not exceed $60 during 2003 and 2004 (which excludes brand support and training
            and development costs). In addition, the Company currently estimates that the
            cash payments related to this phase of the plan for charges recorded in 2002
            and in the first quarter of 2003 will be approximately $90 during 2003 and 2004
            (which excludes brand support and training and development costs).

The Company developed a new design for its wall displays (which the
            Company refined as part of the stabilization and growth phase of its plan) and
            began installing them at certain customers' retail stores during 2002. The
            Company is also reconfiguring existing wall displays at its retail customers on
            an accelerated basis. Accordingly, the Company has accelerated the amortization
            of its existing wall displays. The installation of these newly-reconfigured
            wall displays resulted in accelerated amortization in the first quarter of 2003
            of approximately $2. The Company estimates that purchases of wall displays for
            2003 will be approximately $75 to $85.

19

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

The Company estimates that capital expenditures for 2003 will be
            approximately $25 to $30. The Company estimates that cash payments related to
            the restructuring programs referred to in Note 4 to the Unaudited Consolidated
            Condensed Financial Statements and executive separation costs will be $10 to
            $15 in 2003.

The Company has evaluated its management information systems and
            determined, among other things, to upgrade to an Enterprise Resource Planning
            ("ERP") System. As a result of this decision, certain existing information
            systems are being amortized on an accelerated basis. Based upon the estimated
            time required to implement an ERP System and related IT actions, the Company
            expects that it will record additional amortization charges for its current
            information system in 2002 through 2005. The additional amortization recorded
            for the first quarter of 2003 was $1.2. The Company expects that the additional
            amortization for 2003 will be approximately $5.

The Company expects that operating revenues, cash on hand, net proceeds
            from the Rights Offering ($24.9 of which was advanced to Revlon, Inc. and
            contributed to Products Corporation during the second quarter of 2003 prior to
            the consummation of the Rights Offering and, subject to the satisfaction of
            certain conditions, the balance of $25.1 may be purchased by MacAndrews &
            Forbes in connection with the $50 million Series C preferred stock investment
            prior to the consummation of the Rights Offering, which Series C preferred
            stock will be redeemed with the proceeds from the Rights Offering), funds
            available for borrowing under the Credit Agreement and the Mafco Loans and
            advances under the Keepwell Agreement will be sufficient to enable the Company
            to cover its operating expenses for 2003, including cash requirements in
            connection with the Company's operations, the stabilization and growth phase of
            the Company's plan, cash requirements in connection with the Company's
            restructuring programs referred to above and the Company's debt service
            requirements of its subsidiaries and interest on the New REV Holdings Notes.
            The Mafco Loans and the net proceeds from the Rights Offering (after giving
            effect to the redemption of any issued and outstanding Series C preferred
            stock) are intended to help fund the stabilization and growth phase of the
            Company's plan and to decrease the risk that would otherwise exist if the
            Company were to fail to meet its debt and ongoing obligations as they became
            due in 2003. However, there can be no assurance that such funds will be
            sufficient to meet the Company's cash requirements on a consolidated basis. If
            the Company's anticipated level of revenue growth is not achieved because, for
            example, of decreased consumer spending in response to weak economic conditions
            or weakness in the cosmetics category, increased competition from the Company's
            competitors or the Company's marketing plans are not as successful as
            anticipated, or if the Company's expenses associated with implementation of the
            stabilization and growth phase of the Company's plan exceed the anticipated
            level of expenses, the Company's current sources of funds may be insufficient
            to meet the Company's cash requirements. Additionally, in the event of a
            decrease in demand for Products Corporation's products or reduced sales or lack
            of increases in demand and sales as a result of the stabilization and growth
            phase of the Company's plan, such development, if significant, could reduce
            Products Corporation's operating revenues and could adversely affect Products
            Corporation's ability to achieve certain financial covenants under the Credit
            Agreement and in such event the Company could be required to take measures,
            including reducing discretionary spending. If the Company is unable to satisfy
            such cash requirements from these sources, the Company could be required to
            adopt one or more alternatives, such as delaying the implementation of or
            revising aspects of the stabilization and growth phase of its plan, reducing or
            delaying purchases of wall displays or advertising or promotional expenses,
            reducing or delaying capital spending, delaying, reducing or revising
            restructuring programs, restructuring subsidiary indebtedness, selling assets
            or operations, seeking additional capital contributions or loans from
            MacAndrews & Forbes, the Company's other affiliates and/or third parties,
            selling additional equity securities of Revlon, Inc. or selling its equity
            securities or reducing other discretionary spending. The Company has
            substantial debt maturing in 2004 and 2005, which will require refinancing,
            consisting of $80.5 of the New REV Holdings Notes due in 2004 and the following
            due in 2005: $246.3 (assuming the maximum amount is borrowed)

20

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

under the Credit Agreement and $363.0 of 12% Notes, as well as amounts,
            if any, borrowed under the MacAndrews & Forbes $100 million term loan and
            the MacAndrews & Forbes $40-65 million line of credit.

The Company expects that Products Corporation will need to seek a further
            amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio
            covenants under the Credit Agreement prior to the expiration of the existing
            waiver on January 31, 2004 because the Company does not expect that its
            operating results, including after giving effect to various actions under the
            stabilization and growth phase of the Company's plan, will allow Products
            Corporation to satisfy those covenants for the four consecutive fiscal quarters
            ending December 31, 2003. The minimum EBITDA required to be maintained by
            Products Corporation under the Credit Agreement is $230 for each of the four
            consecutive fiscal quarters ending on December 31, 2003 (which covenant was
            waived through January 31, 2004), March 31, 2004, June 30, 2004 and September
            30, 2004 and $250 for any four consecutive fiscal quarters ending December 31,
            2004 and thereafter and the leverage ratio covenant under the Credit Agreement
            will permit a maximum ratio of 1.10:1.00 for any four consecutive fiscal
            quarters ending on or after December 31, 2003 (which limit was waived through
            January 31, 2004 for the four fiscal quarters ending December 31, 2003). In
            addition, after giving effect to the amendment, the Credit Agreement also
            contains a $20 minimum liquidity covenant. While the Company expects that
            Products Corporation's bank lenders will consent to such amendment or waiver
            request, there can be no assurance that they will or that they will do so on
            terms that are favorable to the Company. If Products Corporation is unable to
            secure such amendment or waiver, it could be required to refinance the Credit
            Agreement or repay it with proceeds from the sale of assets or operations, or
            additional capital contributions or loans from MacAndrews & Forbes or the
            Company's other affiliates or third parties, or the sale of additional equity
            securities of Revlon, Inc. In the event that Products Corporation were unable
            to secure such a waiver or amendment and Products Corporation were not able to
            refinance or repay the Credit Agreement, Products Corporation's inability to
            meet the financial covenants for the four consecutive fiscal quarters ending
            December 31, 2003 would constitute an event of default under Products
            Corporation's Credit Agreement, which would permit the bank lenders to
            accelerate the Credit Agreement, which in turn would constitute an event of
            default under the indentures governing Products Corporation's debt if the
            amount accelerated exceeds $25.0 and such default remains uncured within 10
            days of notice from the trustee under the applicable indenture.

There can be no assurance that the Company would be able to take any of
            the actions referred to in the preceding two paragraphs because of a variety of
            commercial or market factors or constraints in the Company's debt instruments,
            including, for example, Products Corporation's inability to reach agreement
            with its bank lenders on refinancing terms that are acceptable to the Company
            before the waiver of its financial covenants expires on January 31, 2004,
            market conditions being unfavorable for an equity or debt offering, or that the
            transactions may not be permitted under the terms of the Company's various debt
            instruments then in effect, because of restrictions on the incurrence of debt,
            incurrence of liens, asset dispositions and related party transactions. In
            addition, such actions, if taken, may not enable the Company to satisfy its
            cash requirements if the actions do not generate a sufficient amount of
            additional capital.

REV Holdings, as a holding company, will be dependent on distributions
            with respect to its approximately 83% ownership interest in Revlon, Inc. from
            the earnings generated by Products Corporation and advances under the Keepwell
            Agreement to pay its expenses and to pay interest and the principal amount at
            maturity of the New REV Holdings Notes. The terms of the Credit Agreement, the
            Mafco Loans, the 12% Notes, the 8 5/8% Notes, the 8 1/8% Notes and the 9% Notes
            generally restrict Products Corporation from paying dividends or making
            distributions, except that Products Corporation is permitted to pay dividends
            and make distributions to Revlon, Inc., among other things, to enable Revlon,
            Inc. to pay expenses incidental to being a public holding company, including,
            among other things, professional fees such as legal and accounting fees,
            regulatory fees such as Commission filing fees and

21

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

other miscellaneous expenses related to being a public holding company
            and, subject to certain limitations, to pay dividends or make distributions in
            certain circumstances to finance the purchase by Revlon, Inc. of its Class A
            Common Stock in connection with the delivery of such Class A Common Stock to
            grantees under the Amended Stock Plan.

REV Holdings currently anticipates that it will be dependent upon
            advances under the Keepwell Agreement to pay interest when due under the New
            REV Holdings Notes. However, the Company currently anticipates that it will be
            required to adopt one or more alternatives to pay the principal amount at
            maturity of the New REV Holdings Notes, such as refinancing its indebtedness,
            repaying its indebtedness with the proceeds from the sale of assets or
            operations of Revlon, Inc., selling its equity securities or equity securities
            of Revlon, Inc. or seeking additional capital contributions or loans from
            MacAndrews & Forbes or the Company's other affiliates or third parties.
            There can be no assurance that any of the foregoing actions could be effected
            on satisfactory terms, that any of the foregoing actions would enable the
            Company to pay the principal amount at maturity of the New REV Holdings Notes
            or that any of such actions would be permitted by the terms of the New
            Indenture or any other debt instruments of the Company and the Company's
            subsidiaries then in effect, because, among other reasons, market conditions
            may be unfavorable for an equity or debt offering or the transactions may not
            be permitted under the terms of the Company's various debt instruments then in
            effect, because of restrictions on the incurrence of debt, incurrence of liens,
            asset dispositions and related party transactions. In addition, such actions,
            if taken, may not enable the Company to satisfy its cash requirements if the
            actions do not generate a sufficient amount of additional capital.

REV Holdings has entered into the Keepwell Agreement with GSB Investments
            Corp., one of its affiliates, pursuant to which GSB Investments Corp. agreed to
            provide REV Holdings with funds in an amount equal to any interest payments due
            on the New REV Holdings Notes, to the extent that REV Holdings does not have
            sufficient funds on hand to make such payments on the applicable due dates.
            However, the Keepwell Agreement is not a guarantee of the payment of interest
            on the New REV Holdings Notes. The obligations of GSB Investments Corp. under
            the Keepwell Agreement are only enforceable by REV Holdings, and may not be
            enforced by the holders of the New REV Holdings Notes or the trustee under the
            New Indenture. The failure of GSB Investments Corp. to make a payment to REV
            Holdings under the Keepwell Agreement will not be an event of default under the
            New Indenture. Further, the New Indenture has no requirement that REV Holdings
            maintain the Keepwell Agreement. In addition, although REV Holdings has the
            right to enforce the Keepwell Agreement, there can be no assurance that GSB
            Investments Corp. will have sufficient funds to make any payment to REV
            Holdings under the Keepwell Agreement or that it will comply with its
            obligations under the Keepwell Agreement.

At March 31, 2003, GSB Investments Corp. owned 17.6 million shares of
            Citigroup Common Stock. At March 31, 2003, the closing price of Citigroup
            Common Stock on the NYSE was $34.45 per share. At March 31, 2003 and April 30,
            2003, 12.7 million and 13.7 million shares of Citigroup Common Stock,
            respectively, owned by GSB Investments Corp. were pledged to secure forward
            contracts and 0.9 million shares were held in escrow pursuant to the terms of a
            stockholders agreement between GSB Investments Corp. and Citigroup.

Citigroup has paid quarterly dividends, which have increased from $0.12
            per share in the first quarter of 2000 to $0.20 per share in the first quarter
            of 2003. The forward contracts contain restrictions on the amount of dividends
            that GSB Investments Corp. would be entitled to receive on certain of its
            pledged Citigroup Common Stock. If Citigroup were to continue to pay quarterly
            dividends at the current rate of $0.20 per share, GSB Investments Corp. were to
            continue to own 17.6 million shares of Citigroup Common Stock and no further
            agreements were entered into restricting GSB Investments Corp.'s right to
            receive dividends, GSB Investments Corp. would have sufficient income from
            dividends paid on its Citigroup Common Stock to make the payments to REV
            Holdings that it might be required to make under the Keepwell Agreement.
            However, there can be no assurance that Citigroup, which the Company

22

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

does not control, will continue to pay dividends at this rate, if at all,
            that GSB Investments Corp. will continue to own shares of Citigroup Common
            Stock in an amount sufficient to cover advances under the Keepwell Agreement or
            that GSB Investments Corp. will not enter into any further agreements
            restricting its right to receive dividends on its Citigroup Common Stock.

If GSB Investments Corp. fails to comply with its obligations under the
            forward contracts that are secured by the pledge of its 13.7 million shares of
            Citigroup Common Stock, the beneficiary of such pledge could enforce its rights
            with respect to such collateral and could deprive GSB Investments Corp. of its
            rights to receive dividends on such pledged shares. GSB Investments Corp. has
            advised REV Holdings that, if GSB Investments Corp. does not receive sufficient
            dividend income from its Citigroup Common Stock to satisfy its obligations
            under the Keepwell Agreement, GSB Investments Corp. expects to obtain capital
            contributions or loans from affiliates to satisfy such obligations. There can
            be no assurance that GSB Investments Corp. could obtain any such funds because
            its affiliates are under no obligation to provide them to GSB Investments Corp.

In February 2003, GSB Investments Corp. made a non-interest bearing
            advance of $4.8 to REV Holdings under the Keepwell Agreement, which was used to
            make the February 1, 2003 interest payment on the New REV Holdings Notes. The
            Keepwell Agreement will terminate at such time as there are no New REV Holdings
            Notes outstanding, at which time GSB Investments Corp. may require repayment of
            advances under the Keepwell Agreement.

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

As a result of dealing with suppliers and vendors in a number of foreign
            countries, Products Corporation enters into foreign currency forward exchange
            contracts and option contracts from time to time to hedge certain cash flows
            denominated in foreign currencies. There were foreign currency forward exchange
            contracts with a notional amount of $43.1 outstanding at March 31, 2003. The
            fair value of foreign currency forward exchange contracts outstanding at March
            31, 2003 was $(0.4).

Disclosures about Contractual Obligations and Commercial Commitments

There have been no material changes outside the ordinary course of the
            Company's business to the Company's total contractual cash obligations which
            are set forth in the table included in the Company's Annual Report on Form 10-K
            for the year ended December 31, 2002, except that on April 15, 2003 Products
            Corporation entered into an 11-year operating lease for its corporate offices
            in New York City (as Products Corporation's current lease expires in 2003),
            which has minimum lease payments in the aggregate of approximately $100 over
            the 11-year term.

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions,
            arrangements, obligations or other relationships with unconsolidated entities
            or others that are reasonable likely to have a material current or future
            effect on the Company's financial condition, changes in financial condition,
            revenues or expenses, results of operations, liquidity, capital expenditures or
            capital resources.

23

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
            — (Continued)(dollars in millions, except per share
            data)

Effect of New Accounting Standard

In April 2003, the FASB announced it will require all companies to
            expense the fair value of employee equity-based awards. The FASB announced that
            it plans to issue an exposure draft later this year that could become effective
            in 2004. Until a new statement is issued, the provisions of APB No. 25 and SFAS
            No. 123 will remain in effect. The Company will evaluate the impact of any new
            statement regarding employee equity-based awards when a new statement is
            issued.

24

REV HOLDINGS LLC AND SUBSIDIARIES

Item 3.    Quantitative and Qualitative
            Disclosures About Market Risk

The Company has exposure to market risk both as a result of changing
            interest rates and movements in foreign currency exchange rates. The Company's
            policy is to manage market risk through a combination of fixed and floating
            rate debt, the use of derivative financial instruments and foreign exchange
            forward and option contracts. The Company does not hold or issue financial
            instruments for trading purposes. The qualitative and quantitative information
            presented in Item 7A of the Company's Annual Report on Form 10-K for the year
            ended December 31, 2002 describes significant aspects of the Company's
            financial instrument programs that have material market risk as of December 31,
            2002. The following table presents the information required by Item 7A as of
            March 31, 2003:

|                                                                 |  |                                                                        |      |      |  |                                              |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         |  |  | 
|---------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ---- | ---- |  | -------------------------------------------- | - | ---- |  | ---- | ----- | ---------- |  | ----- | ----- | - |  | - | - |  |  | - | ----- | - |  | - | ------- |  |  | - | ------- |  |  | 
|                                                                 |  | Expected maturity date for the year
                   ended March 31, |      |      |  | Fair Value March
                   31, 2003
|                                                                 |  | 2003                                                                   |      | 2004 |  | 2005                                         |   | 2006 |  | 2007 |       | Thereafter |  | Total |      
|                                                                 |  | (dollars in millions)                                                 
|Debt (a)                                                         |  |                                                                        |      |      |  |                                              |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         |  | 
|Short-term variable rate (various
                   currencies) |  | $                                                                      | 26.9 |      |  |                                              |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  | $ | 26.9    |  |  | $ | 26.9    | 
|Average interest rate (b)                                        |  |                                                                        | 4.9  | %    |  |                                              |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Long-term fixed rate ($US)                                       |  |                                                                        |      |      |  |                                              |   |      |  | $    | 354.1 |            |  | $     | 499.7 |   |  |   |   |  |  | $ | 649.9 |   |  |   | 1,503.7 |  |  |   | 930.3   | 
|Average interest rate                                            |  |                                                                        |      |      |  |                                              |   |      |  |      | 12.0  | %          |  |       | 8.6   | % |  |   |   |  |  |   | 8.6   | % |  |   |         |  |  |   |         | 
|Long-term variable rate ($US)                                    |  |                                                                        |      |      |  |                                              |   |      |  |      | 218.7 | *          |  |       |       |   |  |   |   |  |  |   |       |   |  |   | 218.7   |  |  |   | 218.7   | 
|Average interest rate (b)                                        |  |                                                                        |      |      |  |                                              |   |      |  |      | 7.7   | %          |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Long-term variable rate (various
                   currencies)  |  |                                                                        |      |      |  |                                              |   |      |  |      | 3.0   | *          |  |       |       |   |  |   |   |  |  |   |       |   |  |   | 3.0     |  |  |   | 3.0     | 
|Average interest rate (b)                                        |  |                                                                        |      |      |  |                                              |   |      |  |      | 9.3   | %          |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Total debt                                                       |  | $                                                                      | 26.9 |      |  | $                                            | — |      |  | $    | 575.8 |            |  | $     | 499.7 |   |  | $ | — |  |  | $ | 649.9 |   |  | $ | 1,752.3 |  |  | $ | 1,178.9 | 
|                                                                

|                                                                   |  |                                                  |        |                                                       |  |                                                  |      |                                              |  |   |      |  |  |   |      |   |  | 
|------------------------------------------------------------------ |  | ------------------------------------------------ | ------ | ----------------------------------------------------- |  | ------------------------------------------------ | ---- | -------------------------------------------- |  | - | ---- |  |  | - | ---- | - |  | 
|Forward Contracts                                                  |  | Average Contractual Rate
                   $/FC |        | Original US Dollar
                   Notional Amount |  | Contract Value March 31,
                   2003 |      | Fair Value March 31,
                   2003
|Buy Euros/Sell USD                                                 |  |                                                  | 1.0628 |                                                       |  | $                                                | 7.5  |                                              |  | $ | 7.7  |  |  | $ | 0.2  |  
|Sell British Pounds/Buy USD                                        |  |                                                  | 1.5529 |                                                       |  |                                                  | 4.3  |                                              |  |   | 4.3  |  |  |   | —    |  
|Sell Australian Dollars/Buy USD                                    |  |                                                  | 0.5839 |                                                       |  |                                                  | 8.8  |                                              |  |   | 8.6  |  |  |   | (0.2 | )
|Sell Canadian Dollars/Buy USD                                      |  |                                                  | 0.6688 |                                                       |  |                                                  | 13.1 |                                              |  |   | 13.0 |  |  |   | (0.1 | )
|Sell South African Rand/Buy USD                                    |  |                                                  | 0.1177 |                                                       |  |                                                  | 3.6  |                                              |  |   | 3.5  |  |  |   | (0.1 | )
|Buy Australian Dollars/Sell New
                   Zealand Dollars |  |                                                  | 1.0900 |                                                       |  |                                                  | 3.2  |                                              |  |   | 3.2  |  |  |   | —    |  
|Buy British Pounds/Sell Euros                                      |  |                                                  | 0.6804 |                                                       |  |                                                  | 2.6  |                                              |  |   | 2.4  |  |  |   | (0.2 | )
|Total forward contracts                                            |  |                                                  |        |                                                       |  | $                                                | 43.1 |                                              |  | $ | 42.7 |  |  | $ | (0.4 | )
|                                                                  

|
|
|
|

|(a) | Excludes
                   affiliate debt of $39.2, advances under the Keepwell Agreement of $19.0 and the
                   New REV Holdings Notes, which have a face value of $80.5 and matures on
                   February 1, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Weighted
                   average variable rates are based upon implied forward rates from the yield
                   curves at March 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|* | Represents
                   Products Corporation's Credit Agreement which matures in May 2005.
|- | ------------------------------------------------------------------------------------------------

Item 4.    Controls and Procedures

Evaluation of
            Disclosure Controls and Procedures:

The Company's Chief Executive Officer and Chief Financial Officer (who
            are its principal executive officer and principal financial officer,
            respectively) have within 90 days prior to the filing date of this Quarterly
            Report on Form 10-Q (the "Evaluation Date"), evaluated the effectiveness of the
            Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
            15d-14(c) under the Exchange Act).

25

REV HOLDINGS LLC AND SUBSIDIARIES
            — (Continued)

Based upon such evaluation, the Chief Executive Officer and Chief
            Financial Officer have concluded that such disclosure controls and procedures
            are effective to ensure that information required to be disclosed by the
            Company in the reports filed or submitted by it under the Exchange Act is
            recorded, processed, summarized and reported within the time periods specified
            in the Commission's rules and that such information is accumulated and
            communicated to the Company's management, including the Chief Executive Officer
            and Chief Financial Officer, as appropriate, to allow timely decisions
            regarding disclosure. The Chief Executive Officer and Chief Financial Officer
            have determined that there were no significant changes in the Company's
            internal controls or in other factors that could significantly affect the
            Company's internal controls subsequent to the date of their evaluation, nor any
            significant deficiencies or material weaknesses in such internal controls
            requiring corrective actions.

Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2003,
            as well as other public documents and statements of the Company, contain
            forward-looking statements that involve risks and uncertainties. The Company's
            actual results may differ materially from those discussed in such
            forward-looking statements. Such statements include, without limitation, the
            Company's expectations and estimates (whether qualitative or quantitative) as
            to:

| | (i) | the
                   Company's plans to update its retail presence and improve the marketing
                   effectiveness of its retail wall displays by installing newly-reconfigured wall
                   displays and reconfiguring existing wall displays at its retail customers (and
                   its estimates of the costs of such wall displays, the effects of such plans on
                   the accelerated amortization of existing wall displays and the estimated amount
                   of such amortization);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the
                   Company's plans to increase its advertising and media spending and improve the
                   effectiveness of its advertising;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the
                   Company's plans to introduce new products and further strengthen its new
                   product development process;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | the
                   Company's plans to streamline its product assortment and reconfigure product
                   placement on its wall displays, selectively adjust prices on certain of its
                   products, improve customers' stock levels by enhancing merchandiser coverage
                   and reduce damages by continuing to develop the Company's tamper evident
                   program;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | the
                   Company's plans to implement comprehensive programs to develop and train its
                   employees;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (vi) | the
                   Company's future financial performance;
| | ---- | --------------------------------------------------------------

| | (vii) | the
                   effect on sales of political and/or economic conditions, political
                   uncertainties, military actions, adverse currency fluctuations, competitive
                   activities and SARS;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | the
                   Company's plans to accelerate the implementation of the stabilization and
                   growth phase of its plan and the charges and the cash costs resulting from
                   implementing such plan and the timing of such costs, as well as the Company's
                   expectations as to improved revenues over the long term as a result of such
                   phase of its plan;
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | restructuring
                   activities, restructuring costs, the timing of restructuring payments and
                   annual savings and other benefits from such activities;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | operating
                   revenues, cash on hand, cash available from the Rights Offering (which may be
                   advanced as a result of the $50 million Series C preferred stock investment,
                   which would be redeemed with the proceeds from the Rights Offering),
                   availability of borrowings under the Mafco Loans and Products Corporation's
                   Credit Agreement and advances under the Keepwell Agreement being sufficient to
                   satisfy the Company's cash requirements in 2003, the availability of advances
                   under the Keepwell Agreement and GSB Investments Corp.'s plan to obtain capital
                   contributions or loans from its affiliates to make advances under the
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

REV HOLDINGS LLC AND SUBSIDIARIES
            — (Continued)

| |  | Keepwell Agreement if it has not received sufficient dividend income from its
                   Citigroup Common Stock, the Company's current estimates and expectations as to
                   it not requiring funds from the $40-65 million line of credit during 2003, and
                   the availability of funds from restructuring indebtedness, selling assets or
                   operations of Revlon, Inc., capital contributions or loans from MacAndrews
                   & Forbes, the Company's other affiliates and/or third parties and the sale
                   of additional shares of Revlon, Inc. or the sale of equity securities of REV
                   Holdings to pay the principal amount at maturity of the New REV Holdings
                   Notes;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | the
                   Company's uses of funds, including amounts required for the payment of
                   operating expenses, including expenses in connection with the stabilization and
                   growth phase of the Company's plan, such as the purchase and reconfiguration of
                   wall displays and increases in advertising and media, capital expenditure
                   requirements, including charges and costs in connection with the ERP System,
                   payments in connection with the Company's restructuring programs and debt
                   service payments, and its estimates of operating expenses, working capital
                   expenses, wall display costs, capital expenditures, restructuring costs and
                   debt service payments (including payments required under Products Corporation's
                   debt instruments and interest payments under the New REV Holdings Notes);
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | matters
                   concerning the Company's market-risk sensitive instruments;
| | ----- | --------------------------------------------------------------------------------------

| | (xiii) | the
                   effects of the Company's adoption of certain accounting principles;
| | ------ | ------------------------------------------------------------------------------------------

| | (xiv) | Revlon,
                   Inc.'s ability to consummate the Rights Offering and as to the timing
                   thereof;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------

| | (xv) | Products
                   Corporation securing a further waiver or amendment of various provisions of its
                   Credit Agreement, including the EBITDA and leverage ratio covenants, or
                   refinancing or repaying such debt before January 31, 2004 in the event such
                   waiver or amendment is not secured; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi) | Products
                   Corporation's plan to refinance its debt maturing in 2005.
| | ----- | --------------------------------------------------------------------------------------

Statements that are not historical facts, including statements about the
            Company's beliefs 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, or other
            variations of those terms or comparable language, or by discussions of strategy
            or intentions. Forward-looking statements speak only as of the date they are
            made, and except for the Company's ongoing obligations under the U.S. federal
            securities laws, the Company undertakes no obligation to publicly update any
            forward-looking statements, whether as a result of new information, future
            events or otherwise. Investors are advised, however, to consult any additional
            disclosures the Company makes in its Quarterly Reports on Form 10-Q, Annual
            Report on Form 10-K and Current Reports on Form 8-K to the Commission (which,
            among other places, can be found on the Commission's website at
            http://www.sec.gov). The information available from time to time on such
            website shall not be deemed incorporated by reference into this Quarterly
            Report on Form 10-Q. A number of important factors could cause actual results
            to differ materially from those contained in any forward-looking statement. In
            addition to factors that may be described in the Company's filings with the
            Commission, including this filing, the following factors, among others, could
            cause the Company's actual results to differ materially from those expressed in
            any forward-looking statements made by the Company:

| | (i) | difficulties
                   or delays or unanticipated costs associated with improving the marketing
                   effectiveness of the Company's wall displays;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | difficulties
                   or delays in developing and/or presenting the Company's increased advertising
                   programs and/or improving the effectiveness of its advertising;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | difficulties
                   or delays in developing and introducing new products or failure of the
                   Company's customers to accept new product offerings and/or in further
                   strengthening the Company's new product development process;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

REV HOLDINGS LLC AND SUBSIDIARIES
            — (Continued)

| | (iv) | difficulties
                   or delays in implementing the Company's plans to streamline its product
                   assortment and reconfigure product placement on its wall displays, selectively
                   adjust prices on certain of its products, improve stock levels by enhancing
                   merchandiser coverage and/or reduce damages by continuing to develop the
                   Company's tamper evident program;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | difficulties
                   or delays in implementing comprehensive programs to train the Company's
                   employees;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | unanticipated
                   circumstances or results affecting the Company's financial performance,
                   including changes in consumer preferences, such as reduced consumer demand for
                   the Company's color cosmetics and other current products, and actions by the
                   Company's competitors, including business combinations, technological
                   breakthroughs, new products offerings, promotional spending and marketing and
                   promotional successes, including increases in market share;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | the
                   effects of and changes in political and/or economic conditions, including
                   inflation, monetary conditions and military actions, in trade, monetary, fiscal
                   and tax policies in international markets and developments related to
                   SARS;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (ix) | difficulties,
                   delays or unanticipated costs or less than expected savings and other benefits
                   resulting from the Company's restructuring activities;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | lower
                   than expected operating revenues, the inability to secure additional capital
                   contributions or loans from MacAndrews & Forbes, the Company's other
                   affiliates and/or third parties, lower than expected operating revenues or
                   increased operating expenses, or delays in the consummation of the Rights
                   Offering, that could cause the Company to require funds from the $40-65 million
                   line of credit during 2003, or the unavailability of funds under Products
                   Corporation's Credit Agreement, the Mafco Loans, the $50 million Series C
                   preferred stock investment, or from restructuring indebtedness or selling
                   assets or operations of Revlon, Inc., selling additional shares of Revlon, Inc.
                   or equity securities of REV Holdings or from the Rights Offering or advances
                   under the Keepwell Agreement or GSB Investments Corp.'s inability to obtain
                   capital contributions or loans from its affiliates to make advances under the
                   Keepwell Agreement if it has not received sufficient dividend income from its
                   Citigroup Common Stock;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (xii) | interest
                   rate or foreign exchange rate changes affecting the Company and its market
                   sensitive financial instruments;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (xiv) | difficulties,
                   delays or the inability of Revlon, Inc. to consummate the Rights Offering;
| | ----- | -----------------------------------------------------------------------------------------------------------

| | (xv) | difficulties,
                   delays or inability to secure a further waiver or amendment of the EBITDA and
                   leverage ratio covenants under the Credit Agreement or refinancing or repaying
                   such debt on or before January 31, 2004 in the event such waiver or amendment
                   is not secured; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi) | difficulties,
                   delays or the inability of Products Corporation to refinance its debt maturing
                   in 2005.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------

Factors other than those listed above could cause the Company's results
            to differ materially from expected results. This discussion is provided as
            permitted by the Private Securities Litigation Reform Act of 1995.

28

REV HOLDINGS LLC AND SUBSIDIARIES
            — (Continued)

PART II – OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of
            Security Holders —
            None

Item 6.    Exhibits and Reports on Form 8-K

(a)    Exhibits –

|    |                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.4 | Certificate
                   of the Designations, Powers, Preferences and Rights of Series C Preferred Stock
                   dated May 8, 2003 (incorporated by reference to Exhibit 3.4 to the Quarterly
                   Report on Form 10-Q of Revlon, Inc. for the quarterly period ended March 31,
                   2003).

|     |                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 | Certification
                   of Ronald O. Perelman, Chief Executive Officer, dated May 14, 2003 pursuant to
                   18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The
                   Sarbanes-Oxley Act of 2002.

|     |                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.2 | Certification
                   of Todd J. Slotkin, Chief Financial Officer, dated May 14, 2003 pursuant to 18
                   U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley
                   Act of 2002.

(b)    Reports on Form 8-K – None

S I G N A T U R E
            S

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

REV HOLDINGS LLC
                                    RegistrantBy: /s/ Todd J. Slotkin
                                    Todd J.
                        Slotkin
                                    Executive
                        Vice President,
                                    Chief
                        Financial Officer
                                    and
                        Chief Accounting Officer


Dated: May 14, 2003

29

REV HOLDINGS LLC AND SUBSIDIARIES

CERTIFICATIONS

I, Ronald O. Perelman, certify that:

| | 1. | I
                   have reviewed this quarterly report on Form 10-Q of REV Holdings LLC (the
                   "Registrant");
| | -- | --------------------------------------------------------------------------------------------------------------------------------

| | 2. | Based
                   on my knowledge, this quarterly report does not contain any untrue statement of
                   a material fact or omit to state a material fact necessary to make the
                   statements made, in light of the circumstances under which such statements were
                   made, not misleading with respect to the period covered by this quarterly
                   report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
                   on my knowledge, the financial statements, and other financial information
                   included in this quarterly report, fairly present in all material respects the
                   financial condition, results of operations and cash flows of the Registrant as
                   of, and for, the periods presented in this quarterly report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
                   Registrant's other certifying officer and I are responsible for establishing
                   and maintaining disclosure controls and procedures (as defined in Exchange Act
                   Rules 13a-14 and 15d-14) for the Registrant and have:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |    |                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Designed
                   such disclosure controls and procedures to ensure that material information
                   relating to the Registrant, including its consolidated subsidiaries, is made
                   known to us by others within those entities, particularly during the period in
                   which this quarterly report is being prepared;

| |    |                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Evaluated
                   the effectiveness of the Registrant's disclosure controls and procedures as of
                   a date within 90 days prior to the filing date of this quarterly report (the
                   "Evaluation Date"); and

| |    |                                                                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | Presented
                   in this quarterly report our conclusions about the effectiveness of the
                   disclosure controls and procedures based on our evaluation as of the Evaluation
                   Date;

| | 5. | The
                   Registrant's other certifying officer and I have disclosed, based on our most
                   recent evaluation, to the Registrant's auditors and the audit committee of
                   Registrant's board of directors (or persons performing the equivalent
                   functions):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | All
                   significant deficiencies in the design or operation of internal controls which
                   could adversely affect the Registrant's ability to record, process, summarize
                   and report financial data and have identified for the Registrant's auditors any
                   material weaknesses in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Any
                   fraud, whether or not material, that involves management or other employees who
                   have a significant role in the Registrant's internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | The
                   Registrant's other certifying officer and I have indicated in this quarterly
                   report whether there were significant changes in internal controls or in other
                   factors that could significantly affect internal controls subsequent to the
                   date of our most recent evaluation, including any corrective actions with
                   regard to significant deficiencies and material weaknesses.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Ronald O. PerelmanRonald O. PerelmanChief Executive
                        Officer of REV Holdings LLC


Date: May 14, 2003

30

REV HOLDINGS LLC AND SUBSIDIARIES

CERTIFICATIONS

I, Todd J. Slotkin, certify that:

| | 1. | I
                   have reviewed this quarterly report on Form 10-Q of REV Holdings LLC (the
                   "Registrant");
| | -- | --------------------------------------------------------------------------------------------------------------------------------

| | 2. | Based
                   on my knowledge, this quarterly report does not contain any untrue statement of
                   a material fact or omit to state a material fact necessary to make the
                   statements made, in light of the circumstances under which such statements were
                   made, not misleading with respect to the period covered by this quarterly
                   report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
                   on my knowledge, the financial statements, and other financial information
                   included in this quarterly report, fairly present in all material respects the
                   financial condition, results of operations and cash flows of the Registrant as
                   of, and for, the periods presented in this quarterly report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
                   Registrant's other certifying officer and I are responsible for establishing
                   and maintaining disclosure controls and procedures (as defined in Exchange Act
                   Rules 13a-14 and 15d-14) for the Registrant and have:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Designed
                   such disclosure controls and procedures to ensure that material information
                   relating to the Registrant, including its consolidated subsidiaries, is made
                   known to us by others within those entities, particularly during the period in
                   which this quarterly report is being prepared;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Evaluated
                   the effectiveness of the Registrant's disclosure controls and procedures as of
                   a date within 90 days prior to the filing date of this quarterly report (the
                   "Evaluation Date"); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Presented
                   in this quarterly report our conclusions about the effectiveness of the
                   disclosure controls and procedures based on our evaluation as of the Evaluation
                   Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The
                   Registrant's other certifying officer and I have disclosed, based on our most
                   recent evaluation, to the Registrant's auditors and the audit committee of
                   Registrant's board of directors (or persons performing the equivalent
                   functions):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | All
                   significant deficiencies in the design or operation of internal controls which
                   could adversely affect the Registrant's ability to record, process, summarize
                   and report financial data and have identified for the Registrant's auditors any
                   material weaknesses in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Any
                   fraud, whether or not material, that involves management or other employees who
                   have a significant role in the Registrant's internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | The
                   Registrant's other certifying officer and I have indicated in this quarterly
                   report whether there were significant changes in internal controls or in other
                   factors that could significantly affect internal controls subsequent to the
                   date of our most recent evaluation, including any corrective actions with
                   regard to significant deficiencies and material weaknesses.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Todd J. SlotkinTodd J. SlotkinChief Financial
                        Officerof REV Holdings LLC


Date: May 14, 2003

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