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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MarkOne)

    **ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended December 31, 2004

**OR**

    **TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from                                to                                

Commission file number 1-11178

REVLON, INC.

(Exactname of registrant as specified in itscharter)

|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 13-3662955                         |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                        |  |
| 237 ParkAvenue, New York, New York                          |  | 10017                              |
| (Address ofprincipal executive offices)                     |  | (ZipCode)                          |
|                                                             |

Registrant's telephone number,including area code: (212) 527-4000

Securities registeredpursuant to Section 12(b) or 12(g) of theAct:

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|----------------------|--|------------------------------------------|--|--|--|--|
| Titleof each class   |  | Name of each exchange on whichregistered |
| Class A Common Stock |  | New YorkStock Exchange                   |
|                      |

Indicate by check markwhether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes No

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best ofregistrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. 

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Securities Exchange Act of 1934). Yes No 

As of December 31, 2004, 338,867,944shares of Class A Common Stock and 31,250,000 shares of Class B CommonStock were outstanding. 20,819,333 shares of Class A Common Stock andall of the shares of Class B Common Stock were owned by REV HoldingsLLC, a Delaware limited liability company and an indirectlywholly-owned subsidiary of MacAndrews & Forbes Holdings Inc., and169,291,308 shares of Class A Common Stock were beneficially owned byMacAndrews & Forbes Holdings Inc. and its affiliates. The aggregatemarket value of the registrant's Class A Common Stock held bynon-affiliates (using the New York Stock Exchange closing price as ofJune 30, 2004, the last business day of the registrant's mostrecently completed second fiscal quarter) was approximately$438,834,044.

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ExplanatoryNote:

Revlon, Inc. is filing Amendment No. 1 to its AnnualReport on Form 10-K for the year ended December 31, 2004 filed with theSecurites and Exchange Commission (the "SEC"or the "Commission") on March 10, 2005 toamend such report for the following reasons:

Revlon, Inc.previously disclosed in its Annual Report on Form 10-K for the yearended December 31, 2004, which it filed with the SEC on March 10, 2005,that it intended to include the required reports and attestationsconcerning its internal control over financial reporting required underSection 404 of the Sarbanes-Oxley Act of 2002("Sarbanes-Oxley") and the related SEC rulesand regulations in an amendment to its Annual Report on Form 10-K inaccordance with the SEC's exemptive order in SEC Release No.50754, which provided qualified issuers with a 45-day extension forfiling these reports and attestations. Revlon, Inc. has recentlycompleted its analysis, documentation and testing of its system ofinternal control over financial reporting and has prepared its reporton the effectiveness of its internal control over financial reporting,and Revlon, Inc.'s independent registered public accounting firm,KPMG LLP, has completed its audit and report on management'sassessment of its internal control over financial reporting, each ofwhich are required to be included in Revlon, Inc.'s Annual Reporton Form 10-K for the fiscal year ended December 31, 2004 under Section404 of Sarbanes-Oxley and the SEC's related rules andregulations. Accordingly, Revlon, Inc. is filing this Annual Report onForm 10-K/A to include such reports and attestations.

Revlon,Inc. also disclosed in its Annual Report on Form 10-K for the yearended December 31, 2004 that its wholly-owned subsidiary, RevlonConsumer Products Corporation ("ProductsCorporation"), intended to complete in the first quarterof 2005 a refinancing of its 8 1/8% Senior Notesdue 2006 and its 9% Senior Notes due 2006. As previouslyannounced on March 16, 2005, Products Corporation completed an offeringof $310 million aggregate principal amount of 91⁄2% SeniorNotes due 2011 and used the proceeds to, among other things, defeaseall of the $116.2 million aggregate principal amount outstanding of its8 1/8% Senior Notes and all of the $75.5 millionaggregate principal amount outstanding of its 9% Senior Notes,each of which will be redeemed on April 15, 2005, and also prepaid $100million of the term loan facility under its 2004 credit agreement(together, the "2005 RefinancingTransactions"). Accordingly, this Annual Report on Form10-K/A amends certain information regarding the consummation of the2005 Refinancing Transactions.

Based on the foregoing,the following items wereamended:

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| •  | "Part II– Item 9A – Controls and Procedures" has beenamended in this Form 10-K/A to include Management's Annual Reporton Internal Control over Financial Reporting and related conformingchanges have been made in this Form 10-K/A in "PartII—Forward Looking Statements", "PartIII, Item 14—Principal Accountant Fees and Services"and "Exhibits 31.1 and31.2—Certifications". |

|              |                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Additionally, the report ofRevlon, Inc.'s independent registered public accounting firm,KPMG LLP, attesting on management's report on the effectivenessof internal control over financial reporting, has been added to thisForm 10-K/A in the financial statements at pageF-3. |

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|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Further, as the 2005Refinancing Transactions were in fact consummated in the interim periodbetween the March 10, 2005 filing of the Company's originalAnnual Report on Form 10-K for the fiscal year ended December 31, 2004and the filing of this amendment to such Form 10-K, the followingsections have been amended in this Form 10-K/A to reflect theconsummation of the 2005 Refinancing Transactions: "PartI, Item 1. – Business—Recent Developments","Note 20 to the Consolidated FinancialStatements—Subsequent Events" and "PartIV, Item 15.—Exhibits and Financial StatementSchedules". "Note 9 to the ConsolidatedFinancial Statements—Long-term Debt" also has beenamended to include additional references to "(See"Subsequent Events" in Note 20 to theConsolidated Financial Statements)". |

In additionand pursuant to Rule 12b-15 of the Securities and Exchange Act of 1934,as amended, the Company is filing herewith certain currently datedcertifications. No other information contained in the Annual Report onForm 10-K is being amended hereby.

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Part I

(Dollarsin Millions, Except Per Share Data)

Item 1.    Business

Background

Revlon, Inc. (and together with itssubsidiaries, the "Company") conducts itsbusiness exclusively through its direct subsidiary, Revlon ConsumerProducts Corporation ("ProductsCorporation"), which manufactures, markets and sells anextensive array of cosmetics and skin care, fragrances and personalcare products. **Revlon** is one of the world's leadingmass-market cosmetics brands. **Revlon** believes that its globalbrand name recognition, product quality and marketing experience haveenabled it to create one of the strongest consumer brand franchises inthe world. The Company's products are sold worldwide and marketedunder such well-known brand names as **Revlon, ColorStay, Revlon AgeDefying, Revlon Age Defying with Botafirm, Fabulash, Super Lustrous,**and**Skinlights**, as well as **Almay**, including theCompany's new **Almay Intense i-color** collection, incosmetics; **Vitamin C Absolutes, Eterna 27, Ultima  II** and**Jeanne Gatineau** in skin care; **Charlie** in fragrances; and**High Dimension, Flex, Mitchum, Colorsilk, Jean Naté**and**Bozzano** in personal care products.

The Company wasfounded by Charles Revson, who revolutionized the cosmetics industry byintroducing nail enamels matched to lipsticks in fashion colors over 70years ago. Today, the Company has leading market positions in a numberof its principal product categories in the U.S. mass-marketdistribution channel, including the lip, face makeup and nail enamelcategories. The Company also has leading market positions in severalproduct categories in certain markets outside of the U.S., including inAustralia, Canada, Mexico and South Africa. The Company'sproducts are sold in more than 100 countries across six continents.

All U.S. market share and market position data herein for theCompany's brands are based upon retail dollar sales, which arederived from ACNielsen data. ACNielsen measures retail sales volume ofproducts sold in the U.S. mass-market distribution channel. Such datarepresent ACNielsen's estimates based upon data gathered byACNielsen from market samples, which ACNielsen adjusts from time totime, and are therefore subject to some degree of variance.Additionally, as of August 4, 2001, ACNielsen's data do notreflect sales volume from Wal-Mart, Inc., which is the Company'slargest customer, representing approximately 21.0% of theCompany's 2004 consolidated net sales.

TheCompany's Plan

The Company's plan consists of threemain components: (1) the cost rationalization phase; (2) thestabilization and growth phase; and (3) the continued growth momentumand accelerated growth phase.

Phase 1 — CostRationalization

In 1999 and 2000, the Company faced a number ofstrategic challenges. Accordingly, through 2001 the Company focused itsplan on lowering costs and improving operating efficiency. The Companybelieves that the actions taken during 2000 and 2001 lowered aspects ofthe Company's cost structure and improved the Company'smanufacturing and operating efficiency, creating a platform for thestabilization and growth stage of its plan.

Phase 2 —Stabilization and Growth

In February 2002, the Companyannounced the appointment of Jack L. Stahl, former president and chiefoperating officer of The Coca-Cola Company, as the Company's newPresident and Chief Executive Officer.

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Following the appointment of Mr. Stahl, theCompany undertook an extensive review and evaluation of theCompany's business to establish specific integrated objectivesand actions to advance the next stage in the Company's plan. As aresult of this review, the Company established three principalobjectives:

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| •  | creating and developingthe most consumer-preferred brands; |

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| •  | becoming the most valuable partner tothe Company's retailers; and |

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| •  | becoming a top company where peoplechoose to work. |

The Company also conducted detailed evaluationsand research of the strengths of the Revlon brand and the Almay brand;the Company's advertising and promotional efforts; theCompany's relationships with the Company's retailers andconsumers; its retail in-store presence; and the strength and skills ofthe Company's organization. As a result, the Company developedthe following key actions and investments to support the stabilizationand growth phase of its plan:

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| •  | Increase advertising and mediaeffectiveness. The Company is seeking to improve the effectiveness ofits marketing, including its advertising, by, among other things,targeting its advertising spend to optimize its impact on theCompany's consumers, ensuring consistent messaging and imagery inits advertising, in the graphics included in the Company's walldisplays and in other marketing materials. |

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| •  | Increase the marketing effectiveness ofthe Company's wall displays. The Company made significantimprovements to its retail wall displays by streamlining its productassortment and reconfiguring product placement, intended to optimizecross-selling among the Company's various product categories onthe wall displays and make the displays easier to merchandise andstock. The Company has continued to focus on enhancing theeffectiveness of its merchandiser coverage to improve in-store stocklevels and work with its retail customers to improve replenishment ofthe Company's products on the wall displays and to minimizeout-of-stocks at its retail customers. |

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| •  | Adopt revised pricing strategies. TheCompany has been selectively adjusting prices on certain stock keepingunits, or SKUs, to better align the Company's pricing withproduct benefits and competitive benchmarks. |

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|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Further strengthen the Company'snew product development process. The Company has developed and isimplementing a new cross-functional product development processintended to optimize the Company's ability to bring to market itsnew product offerings and to ensure that the Company has products inkey trend categories. The Company's lineup of new products for2005 is the result of this new product development process. |

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|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Implement a comprehensive program todevelop and train the Company's employees. The Company continuesto implement its comprehensive program to further develop themanagement, leadership and communication skills of its employees, whichthe Company will regularly assess as part of its goal to become a topcompany where people choose to work. |

In December 2002, Revlon,Inc. announced that it would accelerate aspects of the implementationof the stabilization and growth phase of its plan. The Company recordedcharges of approximately $104 in 2002 and approximately $31 during2003. These charges related to various aspects of the stabilization andgrowth phase of the Company's plan, primarily from sales returnsand inventory writedowns from a selective reduction of SKUs, reduceddistribution of the Ultima II brand, higher allowances due to selectiveprice adjustments on certain products, professional expenses associatedwith the development of, research in relation to, and execution of thestabilization and growth phase of the Company's plan, andwritedowns associated with reconfiguring existing wall displays at theCompany's retail customers. These charges do not include brandsupport expenses and training and development costs.

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Phase 3 — Continued Growth Momentumand Accelerated Growth

The Company intends to capitalize on theactions taken during the stabilization and growth phase of its plan,with the objective of increasing revenues and achieving profitabilityover the long term. The Company currently anticipates that thecontinued growth momentum and accelerated growth stage of its plan willinclude various actions that represent refinements of and additions tothe actions taken during the stabilization and growth phase of itsplan, with the objective of balancing top-line growth with improvedoperating margins and developing and implementing the Company'sproductivity initiatives. These current ongoing initiatives include,among other things, actions to:

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| •  | Further improve the new productdevelopment and implementation process. |

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| •  | Continue to increase the effectivenessand reduce the cost of the Company's displaywall. |

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| •  | Drive efficiencies across theCompany's overall supply chain. The Company plans to reducemanufacturing costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, which willinclude moving certain production for the European markets primarily tothe Company's Oxford, North Carolina facility, and entering intonew warehousing and distribution arrangements in the U.K. |

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| •  | Optimize the effectiveness of theCompany's advertising, marketing and promotions. |

|              |                                                                                                                                                                                                                                                       |
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| •  | Continue the training and development ofits organization. The Company will continue the training anddevelopment of our employees so that we may continue to improve ourcapability to execute our strategies while providing enhanced jobsatisfaction. |

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|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Continue to strengthenthe Company's balance sheet and capital structure. The Companystrengthened its balance sheet by completing two significant financingtransactions during 2004: (i) the Company exchanged approximately $804of Products Corporation's debt, $54.6 of Revlon, Inc.'spreferred stock and $9.9 of accrued interest for 299,969,493 shares ofRevlon, Inc. Class A common stock, with a par value of $0.01 per share("Class A Common Stock"); and (ii) ProductsCorporation entered into a new 2004 Credit Agreement (as hereinafterdefined), consisting of an $800 term loan facility and a $160asset-based multi-currency revolving credit facility, and used theproceeds to refinance its 2001 Credit Agreement (as hereinafterdefined) and to complete a tender offer and subsequent redemption ofall $363 aggregate principal amount outstanding of its 12%Senior Secured Notes due 2005. |

The Company is in the process ofreviewing its advertising agencies as part of its strategy to optimizethe effectiveness of its advertising, marketing and promotions and theCompany expects decisions related to such matters will be made in thefirst quarter of 2005. Continuing to implement and refine theCompany's plan could include taking advantage of opportunities toreposition, repackage or reformulate one or more of the Company'sbrands or product lines, launching new brands or product lines orfurther refining our approach to retail merchandising. Any of theseactions, whose intended purpose would be to create value throughprofitable growth, could result in the Company making investments orrecognizing charges related to executing against suchopportunities.

Recent Developments

On March 11, 2005,Products Corporation entered into, and on March 16, 2005 consummatedthe transactions contemplated by, a Purchase Agreement (the"Purchase Agreement") with certain initialpurchasers (the "Initial Purchasers") for thesale of $310 aggregate principal amount of its 91⁄2% SeniorNotes due 2011 (the "91⁄2% SeniorNotes"). On March 16, 2005, Revlon, Inc. issued a pressrelease announcing that Products Corporation had completed itspreviously announced offering of $310 aggregate principal amount of the91⁄2% Senior Notes. The offering and the relatedtransactions extended the maturities of Products Corporation'sdebt that would have otherwise been due in 2006 and reduced, in part,Products Corporation's exposure to floating rate debt.

Concurrently with the sale of the 91⁄2% Senior Notes,Revlon, Inc. on March 16, 2005 also announced that on April 15, 2005Products Corporation will redeem all of the $116.2 aggregate principalamount outstanding of its 8 1/8% Senior Notesdue 2006 (the "8 1/8% SeniorNotes") and all of the $75.5 aggregate 

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principal amount outstanding of its 9%Senior Notes due 2006 (the "9% SeniorNotes") and that it has effected a covenant defeasance ofits 8 1/8% Senior Notes and 9% SeniorNotes by (i) mailing on March 16, 2005 irrevocable notices ofredemption with respect to such notes, and (ii) irrevocably depositingon March 16, 2005 in trust with the trustee under the indentures anamount sufficient to redeem such notes. Revlon, Inc. also indicatedthat Products Corporation used a portion of the proceeds from theoffering (i) to prepay $100 of indebtedness outstanding under the TermLoan Facility of its 2004 Credit Agreement (as each such term ishereinafter defined), together with accrued interest and the $5.0prepayment fee associated with such prepayment, and (ii) to pay aportion of the fees and expenses incurred in connection with thetransactions described above (such transactions being referred to asthe "2005 Refinancing Transactions").

The 91⁄2% Senior Notes were issued by ProductsCorporation pursuant to an indenture, dated as of March 16, 2005 (the"91⁄2% Senior Notes Indenture"),by and between Products Corporation and U.S. Bank National Association,as trustee. Pursuant to the terms of the 91⁄2% Senior NotesIndenture, the 91⁄2% Senior Notes are senior unsecured debtof Products Corporation equal in right of payment with any of ProductsCorporation's present and future senior indebtedness. The91⁄2% Senior Notes bear interest at an annual rate of91⁄2%, which will be payable on April 1 and October 1 ofeach year, commencing on October 1, 2005. The 91⁄2% SeniorNotes Indenture provides that Products Corporation may redeem the91⁄2% Senior Notes at its option in whole or in part at anytime on or after April 1, 2008, at the redemption prices set forth inthe 91⁄2% Senior Notes Indenture. In addition, at any timeprior to April 1, 2008, Products Corporation is entitled to redeem upto 35% of the aggregate principal amount of the91⁄2% Senior Notes at a redemption price of 109.5%of the principal amount thereof, plus accrued and unpaid interest, ifany, thereon to the date fixed for redemption, with, and, to the extentactually received, the net cash proceeds of one or more public equityofferings, provided that at least 65% of the aggregate principalamount of the 91⁄2% Senior Notes originally issued remainsoutstanding immediately after giving effect to such redemption. Inaddition, the 91⁄2% Senior Notes Indenture provides thatProducts Corporation is entitled to redeem the 91⁄2% SeniorNotes at any time or from time to time prior to April 1, 2008, at aredemption price per note equal to the sum of (1) the then outstandingprincipal amount thereof, plus (2) accrued and unpaid interest (if any)to the date of redemption, plus (3) the greater of (i) 1.0% ofthe then outstanding principal amount of such note at such time and(ii) the excess of (A) the present value at such redemption date of (1)the redemption price of such note on April 1, 2008 (exclusive of anyaccrued interest) plus (2) all required remaining scheduled interestpayments due on such note through April 1, 2008, computed using adiscount rate equal to the applicable treasury rate plus 75 basispoints, over (B) the then outstanding principal amount of such note atsuch time. Pursuant to the 91⁄2% Senior Notes Indenture,upon a change of control (as defined in the 91⁄2% SeniorNotes Indenture), each holder of the 91⁄2% Senior Notes hasthe right to require Products Corporation to make an offer torepurchase all or a portion of such holder's 91⁄2%Senior Notes at a price equal to 101% of the principal amount ofsuch holder's 91⁄2% Senior Notes plus accruedinterest.

The 91⁄2% Senior Notes Indenture containscovenants which, subject to certain exceptions, limit the ability ofProducts Corporation and its subsidiaries to, among other things, incuradditional indebtedness, pay dividends on or redeem or repurchasestock, engage in certain asset sales, make certain types of investmentsand other restricted payments, engage in transactions with affiliates,restrict dividends or payments from subsidiaries and create liens ontheir assets. The 91⁄2% Senior Notes Indenture containscustomary events of default.

In connection with the issuance ofthe 91⁄2% Senior Notes, on March 16, 2005, ProductsCorporation entered into a Registration Agreement (the"91⁄2% Senior Notes RegistrationAgreement") with the Initial Purchasers for the benefit ofholders of the 91⁄2% Senior Notes. Pursuant to the91⁄2% Senior Notes Registration Agreement, among otherthings, Products Corporation agreed that it will, at its cost, (i) bythe 90th day after the closing of the offering of the 91⁄2%Senior Notes (or June 14, 2005), file a registration statement with theSecurities and Exchange Commission (the"Commission" or"SEC") with respect to a registered offer toexchange the 91⁄2% Senior Notes for exchange notes (the"91⁄2% Exchange Notes"), whichwill have terms substantially identical in all material respects to the91⁄2% Senior Notes (except that the 91⁄2%Exchange Notes will not contain terms with respect to registrationrights, transfer restrictions and interest rate increases) and (ii) bythe 180th day after the closing of the offering of the91⁄2% Senior 

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Notes (or September 12, 2005), use its bestefforts to cause the exchange offer registration statement to bedeclared effective under the Securities Act of 1933, as amended (the"Securities Act"). Products Corporationagreed to keep the exchange offer open for not less than 30 days (orlonger if required by applicable law) after the date notice of theexchange offer is mailed to the holders of the 91⁄2% SeniorNotes. In addition, Products Corporation agreed that, in the event thatapplicable interpretations of the staff of the SEC do not permitProducts Corporation to effect such an exchange offer, or if for anyother reason the exchange offer is not consummated by the 210th dayafter the closing of the offering of the 91⁄2% Senior Notes(or October 12, 2005), it will, at its cost, (a) as promptly aspracticable, file a shelf registration statement covering resales ofthe 91⁄2% Senior Notes, (b) use its best efforts to causethe shelf registration statement to be declared effective under theSecurities Act and (c) use its best efforts to keep effective the shelfregistration statement until two years after its effective date.Products Corporation also agreed that, if by the 90th day following theclosing of the offering of the 91⁄2% Senior Notes (or June14, 2005), a registration statement has not been filed with the SECwith respect to the exchange offer or the resale of the91⁄2% Senior Notes, the rate per annum at which the91⁄2% Senior Notes bear interest will increase by0.5% from and including such date, until but excluding theearlier of (i) the date such registration statement is filed and (ii)the 210th day after the closing of the offering of the91⁄2% Senior Notes (or October 12, 2005); and if by suchdate neither (i) the exchange offer is consummated nor (ii) the shelfregistration statement is declared effective, the rate per annum atwhich the 91⁄2% Senior Notes bear interest will increase by0.5% from and including such date, until but excluding theearlier of (i) the consummation of the exchange offer and (ii) theeffective date of a shelf registration statement.

Products

The Company manufactures and markets a variety of productsworldwide. The following table sets forth the Company's principalbrands and certain selectedproducts.

|           |  |                 |  |                     |  |                  |  |                             |  |          |  |  |  |  |  |  |  |  |  |  |  |  |
|-----------|--|-----------------|--|---------------------|--|------------------|--|-----------------------------|--|----------|--|--|--|--|--|--|--|--|--|--|--|--|
| COSMETICS |  | HAIR            |  | BEAUTYTOOLS         |  | FRAGRANCE        |  | ANTI-PERSPIRANTS/DEODORANTS |  | SKIN     |
| Revlon    |  | Colorsilk       |  | Revlon Beauty Tools |  | Charlie          |  | Mitchum                     |  | Gatineau |
| Almay     |  | High Dimension  |  |                |  | Jean Naté |  | Almay                       |  | Almay    |
| Ultima II |  | Frost &Glow |  |
|           |

Cosmetics —Revlon:    The Company sells a broad range of cosmetics and skincare products under its flagship **Revlon** brand designed tofulfill specifically-identified consumer needs, principally priced inthe upper range of the mass-market distribution channel, including lipmakeup, nail color and nail care products, eye and face makeup and skincare products such as lotions, cleansers, creams, toners andmoisturizers. Many of the Company's products incorporatepatented, patent-pending or proprietary technology. See"New Product Development and Research andDevelopment".

The Company markets several differentlines of **Revlon** lip makeup (which address different segments ofthe lip makeup category). The Company's **ColorStay** lipcoloruses patented transfer-resistant technology that provides long wear;**ColorStay Overtime**Lipcolor patented lip technology builds onthe strengths of the **ColorStay** franchise by offeringlong-wearing benefits in a new product form, which enhances comfort andshine. **Super Lustrous** lipstick is the Company's flagshipwax-based lipcolor, which has been further improved in 2005 with theaddition of Liqui-Silk technology. In 2004, the Company introduced**Super Lustrous**Lipgloss, providing a non-sticky, high-glossshine that coordinates with **Super Lustrous** shades.

TheCompany's nail color and nail care lines include enamels, cuticlepreparations and enamel removers. The Company's flagship**Revlon** nail enamel uses a patented formula that providesconsumers with improved wear, application, shine and gloss in atoluene-free, formaldehyde-free and phthalate-free formula. The Companyalso sells **Cutex** nail polish remover and nail care products incertain countries outside the U.S. In 2003, the Company launched**ColorStay Always On** nail enamel, which offers 10-day superiorcolor and wear in an exclusive 2-step system.

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The Company sells face makeup, includingfoundation, powder, blush and concealers, under such Revlon brand namesas **Revlon Age Defying**, which is targeted for women in theover-35 age bracket; **ColorStay and ColorStay Stay Natural**, whichuses patented transfer-resistant technology that provides long wear and"won't rub off" benefits; **NewComplexion**, for younger consumers and **Skinlights** skinbrighteners that brighten skin with sheer washes of color. In 2004, theCompany updated and simplified its line of blush products to betterassist the consumer in her selection. For 2005, the **Revlon AgeDefying** franchise has been further improved with the incorporationof **Botafirm**, to help reduce the appearance of lines andwrinkles.

The Company's eye makeup products includemascaras, eyeliners and eye shadows. In mascaras, key franchisesinclude **ColorStay**, both base **ColorStay,** as well as**ColorStay Overtime** lash tint, a patented product that wears forup to three days, and **Lash Fantasy**Primer and Mascara, adouble-ended mascara that nourishes the lashes while lifting andlengthening. The eyeshadow franchises include **Illuminance**, aneye shadow that gives a luminous finish, as well as **Eyeglide ShimmerShadow**, a cream shadow in a twist-up package. In 2005, the Companyintroduced **Fabulash**, with a lash-maximizing formula for100% fuller lashes.

Cosmetics —Almay:    The Company's **Almay** brand consists of aline of hypo-allergenic, dermatologist-tested, fragrance-free cosmeticsand skin care products. **Almay** products include lip makeup, eyeand face makeup, and skin care products. The **Almay** brandflagship **One Coat**franchise consists of lip makeup and eyemakeup products including mascara, which was further improved in 2005.The Company also sells **Almay** **Nearly Naked** Foundation in atouch-pad for a light, weightless feel, as well as the **BrightEyes** franchises, mascara and eyeliner, for bigger, brighter-lookingeyes. In 2004, the Company introduced **Almay Whipped Gloss** for ashine that nourishes lips. In 2005, **Truly Lasting Lipcolor** wasintroduced, providing a long-wearing benefit to consumers. The **AlmayIntense i-color** collection was also introduced in 2005 —designed to appeal to the consumers' desire for simplicity, itprovides color-coordinated shades of shadow, liner and mascara for eacheye color.

Hair:    The Company sells both haircare andhaircolor products throughout the world. In the US, the Company's**Colorsilk** brand was among the fastest growing haircolor brandsin the mass-market distribution channel in 2004. The Company alsomarkets **High Dimension** haircolor, the first and only permanenthaircolor that works in 10 minutes, as well as its **Frost &Glow** highlighting brand. In haircare, the Company sells the**Flex** and **Aquamarine** lines in many countries and the**Bozzano** and **Juvena** brands in Brazil.

BeautyTools:    The Company sells **Revlon** Beauty Tools, whichinclude nail and eye grooming tools, such as clippers, scissors, files,tweezers and eye lash curlers. **Revlon** Beauty Tools are soldindividually and in sets under the **Revlon** brand name and are thenumber one brand of beauty tools in the U.S. mass-market distributionchannel. In 2004, Revlon introduced a new line of pedicure products, aswell as 2 new kits designed especially for traveling. In 2005, Revlonintroduced 14 new Beauty Tool products, including a new line called**Expert Effects** which have been designed ergonomically to enableproper technique for expert-like results.

Fragrances:    The Company sells a selection ofmoderately-priced and premium-priced fragrances, including perfumes,eau de toilettes, colognes and body sprays. The Company'sportfolio includes fragrances such as**Charlie**and **Ciara**as well as**Jean Naté.**

Anti-perspirants/deodorants:    In the area ofanti-perspirants and deodorants, the Company markets **Mitchum** and**Hi** **& Dri** antiperspirant brands in many countries. TheCompany also markets hypo-allergenic personal care products, includingantiperspirants, under the **Almay** brand.

Skin:    The Company's skin care products, includingmoisturizers, are sold under brand names including **Eterna 27**,**Vitamin C Absolutes, Almay** Kinetin**,** **Almay MilkPlus** and **Ultima II**. In addition, the Company sells skin careproducts in international markets under internationally-recognizedbrand names and under various regional brands, including theCompany's premium-priced **Jeanne Gatineau**brand, as well as**Ultima II**.

6

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Marketing

The Company marketsextensive consumer product lines at a range of retail prices primarilythrough the mass-market distribution channel and outside the U.S. alsomarkets select premium lines through demonstrator-assistedchannels.

The Company uses print and television advertising andpoint-of-sale merchandising, including displays and samples. TheCompany's marketing emphasizes a uniform global image and productfor its portfolio of core brands, including **Revlon, ColorStay,Revlon Age Defying, Almay, Charlie** and **Mitchum**. The Companycoordinates advertising campaigns with in-store promotional and othermarketing activities. The Company develops jointly with retailerscarefully tailored advertising, point-of-purchase and other focusedmarketing programs. The Company uses network and spot televisionadvertising, national cable advertising and print advertising in majorgeneral interest, women's fashion and women's servicemagazines, as well as coupons and other trial incentives. In 2004, theCompany expanded its media reach utilizing "non-traditional" vehicles such as outdoor, newspapers andmovie theaters to supplement the media mix.

The Company alsouses cooperative advertising programs with some retailers, supported byCompany-paid or Company-subsidized demonstrators, and coordinatedin-store promotions and displays. These displays include"Revlon Reports," which highlight seasonaland other fashion and color trends, describe the Company'sproducts that address those trends and can include coupons, rebateoffers and other promotional material to encourage consumers to try theCompany's products. Other marketing materials designed tointroduce the Company's newest products to consumers andencourage trial and purchase in-store include trial-size products andcouponing. Additionally, the Company maintains separate websites,www.revlon.com and www.almay.com devoted to the**Revlon** and **Almay** brands, respectively. Each of thesewebsites feature current product and promotional information for the**Revlon** and **Almay** brands, respectively, and are updatedregularly to stay current with the Company's new product launchesand other advertising and promotional campaigns.

New ProductDevelopment and Research and Development

The Company believesthat it is an industry leader in the development of innovative andtechnologically-advanced consumer products. The Company'smarketing and research and development groups identify consumer needsand shifts in consumer preferences in order to develop new products,tailor line extensions and promotions and redesign or reformulateexisting products to satisfy such needs or preferences. TheCompany's research and development group comprises departmentsspecialized in the technologies critical to the Company's variousproduct categories, as well as an advanced technology department thatpromotes inter-departmental, cross-functional research on a wide rangeof technologies to develop new and innovative products. In connectionwith the implementation of the stabilization and growth phase of theCompany's plan, the Company has developed and is implementing anew cross-functional product development process intended to optimizethe Company's ability to bring to market its new productofferings and to ensure that the Company has products in key trendcategories.

The Company operates an extensive cosmetics researchand development facility in Edison, New Jersey. The scientists at theEdison facility are responsible for all of the Company's newproduct research worldwide, performing research for new products,ideas, concepts and packaging. The research and development group atthe Edison facility also performs extensive safety and quality tests onthe Company's products, including toxicology, microbiology andpackage testing. Additionally, quality control testing is performed ateach manufacturing facility.

As of December 31, 2004, theCompany employed approximately 180 people in its research anddevelopment activities, including specialists in pharmacology,toxicology, chemistry, microbiology, engineering, biology, dermatologyand quality control. In 2004, 2003 and 2002, the Company spentapproximately $24.0, $25.4 and $23.3, respectively, on research anddevelopment activities.

Manufacturing and Related Operationsand Raw Materials

During 2004, cosmetics and/or personal careproducts were produced at the Company's facilities in Oxford,North Carolina, Irvington, New Jersey, Venezuela, France, South Africa,China and Mexico and 

7

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at third-party owned facilities around theworld, with the largest third-party manufacturer located in Maesteg,Wales. On September 22, 2004, the Company exercised its contractualrights to terminate its 2002 supply agreement with Creative OutsourcingSolutions International Limited ("COSi") thatis currently scheduled to become effective on June 30, 2005. TheCompany intends to transition such manufacturing primarily to itsOxford North Carolina facility and distribution and warehousing to alocal U.K.-based third party and does not currently expect anydisruption in its supply chain. The Company continually reviews itsmanufacturing needs against its manufacturing capacity to identifyopportunities to reduce costs and operate more efficiently. The Companypurchases raw materials and components throughout the world. TheCompany continuously pursues reductions in cost of goods through theglobal sourcing of raw materials and components from qualified vendors,utilizing its large purchasing capacity to maximize cost savings. Theglobal sourcing of raw materials and components from accredited vendorsalso ensures the quality of the raw materials and components. TheCompany believes that alternate sources of raw materials and componentsexist and does not anticipate any significant shortages of, ordifficulty in obtaining, such materials.

Distribution

The Company's products are sold in more than 100 countriesacross six continents. The Company's worldwide sales force hadapproximately 330 people as of December 31, 2004, including a dedicatedsales force for cosmetics, skin care, fragrance and personal careproducts in the mass-market distribution channel in the U.S. Inaddition, the Company utilizes sales representatives and independentdistributors to serve specialized markets and related distributionchannels.

United States and Canada.    Net sales in theU.S. and Canada accounted for approximately 66% of theCompany's 2004 net sales, a majority of which were made in themass-market distribution channel. The Company also sells a broad rangeof consumer products to U.S. Government military exchanges andcommissaries. The Company licenses its trademarks to selectmanufacturers for products that the Company believes have the potentialto extend the Company's brand names and image. As ofDecember  31, 2004, ten (10) licenses were in effect relating tosixteen (16) product categories to be marketed principally in themass-market distribution channel. Pursuant to such licenses, theCompany retains strict control over product design and development,product quality, advertising and use of its trademarks. These licensingarrangements offer opportunities for the Company to generate revenuesand cash flow through royalties and renewal fees, some of which havebeen prepaid.

As part of its strategy to increase consumption ofthe Company's products at retail, the Company has enhanced andfocused coverage by retail merchandisers who stock and maintain theCompany's point-of-sale wall displays intended to ensure thathigh-selling SKUs are in stock and to ensure the optimal presentationof the Company's products in retail outlets. Additionally, theCompany has upgraded the technology available to its sales force toprovide real-time information regarding inventory levels and otherrelevant information.

International.    Net salesoutside the U.S. and Canada accounted for approximately 34% ofthe Company's 2004 net sales. The ten largest countries in termsof these sales, which include South Africa, Australia, U.K., Japan,Hong Kong, Mexico, Brazil, France, Italy and Venezuela, accounted forapproximately 26% of the Company's net sales in 2004. TheCompany distributes its products through drug stores/chemists,hypermarkets/mass volume retailers and variety stores. The Company alsodistributes outside the U.S. through department stores and specialtystores such as perfumeries. At December 31, 2004, the Company activelysold its products through wholly-owned subsidiaries established in 16countries outside of the U.S. and through a large number ofdistributors and licensees elsewhere around the world.

Customers

The Company's principal customers includelarge mass volume retailers and chain drug stores, including suchwell-known retailers as Wal-Mart, Target, Kmart, Walgreens, Rite Aid,CVS, Eckerd, Albertsons Drugs and Longs in the U.S., Boots in theUnited Kingdom, Watsons in the Far East and Wal-Mart internationally.Wal-Mart and its affiliates worldwide accounted for approximately21.0% of the 

8

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Company's 2004 consolidated net sales.The Company expects that Wal-Mart and a small number of other customerswill, in the aggregate, continue to account for a large portion of theCompany's net sales. Although the loss of Wal-Mart or one or moreof the Company's other customers that may account for asignificant portion of the Company's sales, or any significantdecrease in sales to these customers or any significant decrease inretail display space in any of these customers' stores, couldhave a material adverse effect on the Company's business,financial condition or results of operations, the Company has no reasonto believe that any such loss of customers or decrease in sales willoccur.

Competition

The consumer products business ishighly competitive. The Company competes primarily on the basis of:developing quality products with innovative performance features;shades, finishes and packaging; educating consumers on our productbenefits; anticipating and responding to changing consumer demands in atimely manner, including the timing of new product introductions andline extensions; offering attractively priced products; maintainingfavorable brand recognition; generating competitive margins andinventory turns for its retail customers by providing market-rightproducts and executing effective pricing, incentive and promotionprograms; ensuring product availability through effective planning andreplenishment collaboration with retailers; providing strong andeffective advertising, marketing, promotion and merchandising support;maintaining an effective sales force; and obtaining sufficient retailfloor space, optimal in-store positioning and effective presentation ofits products at retail. The Company experienced declines in its marketshare in the U.S. mass-market in color cosmetics from the end of thefirst half of 1998 through the first half of 2002, including a declinein its color cosmetics market share from 32.0% in the secondquarter of 1998 to 22.3% in the second quarter of 2002. From thesecond half of 2002 through the end of 2003, the Company's marketshare stabilized, achieving a 22.3% market share for 2003. For2004, the Revlon and Almay brands combined held U.S. mass-market shareof 21.5%, compared with 22.3% for 2003. The Companycompetes in selected product categories against a number ofmultinational manufacturers, some of which are larger and havesubstantially greater resources than the Company, and which maytherefore have the ability to spend more aggressively on advertisingand marketing and have more flexibility than the Company to respond tochanging business and economic conditions. In addition to products soldin the mass-market and demonstrator-assisted channels, theCompany's products also compete with similar products sold inprestige department store channels, door-to-door or through mail-orderor telemarketing by representatives of direct sales companies. TheCompany's principal competitors include L'OréalS.A., The Procter & Gamble Company and The Estée LauderCompanies Inc.

Patents, Trademarks and ProprietaryTechnology

The Company's major trademarks are registeredin the U.S. and in well over 100 other countries, and the Companyconsiders trademark protection to be very important to its business.Significant trademarks include **Revlon, ColorStay, Revlon AgeDefying, Skinlights, High Dimension, Frost & Glow, Illuminance,Cutex** (outside the U.S.), **Mitchum, Eterna 27, Almay, Almay**Kinetin**, Ultima II, Flex, Charlie, Jean Naté, Moon Drops,Super Lustrous**and**Colorsilk**.

The Company utilizescertain proprietary, patent pending or patented technologies in theformulation or manufacture of a number of the Company's products,including **ColorStay** cosmetics, classic **Revlon** nailenamel, **Skinlights** skin brightener, **High Dimension** haircolor, **Super Top Speed** nail enamel, **Revlon Age Defying**foundation and cosmetics, **New Complexion** makeup, **Time-Off**makeup, **Amazing Lasting** cosmetics**,** and **Almay OneCoat** cosmetics. The Company also protects certain of its packagingand component concepts through design patents. The Company considersits proprietary technology and patent protection to be important to itsbusiness.

Government Regulation

The Company is subjectto regulation by the Federal Trade Commission (the"FTC") and the Food and Drug Administration(the "FDA") in the United States, as well asvarious other federal, state, local and foreign regulatory authorities,including the European Commission in the European Union("EU"). 

9

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The Oxford, North Carolina manufacturingfacility is registered with the FDA as a drug manufacturingestablishment, permitting the manufacture of cosmetics that containover-the-counter drug ingredients, such as sunscreens andantiperspirants. Compliance with federal, state, local and foreign lawsand regulations pertaining to discharge of materials into theenvironment, or otherwise relating to the protection of theenvironment, has not had, and is not anticipated to have, a materialeffect upon the Company's capital expenditures, earnings orcompetitive position. State and local regulations in the U.S. andregulations in the EU that are designed to protect consumers or theenvironment have an increasing influence on the Company's productclaims, contents and packaging.

Industry Segments, Foreign andDomestic Operations

The Company operates in a single segment.Certain geographic, financial and other information of the Company isset forth in the Consolidated Statements of Operations and Note 19 ofthe Notes to Consolidated Financial Statements of the Company.

Employees

As of December 31, 2004, the Company employedapproximately 6,300 people. As of December 31, 2004, approximately 150of such employees in the U.S. were covered by collective bargainingagreements. The Company believes that its employee relations aresatisfactory. Although the Company has experienced minor work stoppagesof limited duration in the past in the ordinary course of business,such work stoppages have not had a material effect on theCompany's results of operations or financial condition.

Item 2.     Properties

The following table sets forth asof December 31, 2004 the Company's major manufacturing, researchand warehouse/distribution facilities, all of which are owned exceptwhere otherwisenoted.

|                           |  |                                                       |  |                               |           |        |  |  |  |  |
|---------------------------|--|-------------------------------------------------------|--|-------------------------------|-----------|--------|--|--|--|--|
| Location                  |  | Use                                                   |  | ApproximateFloor Space Sq.Ft. |
| Oxford, North Carolina    |  | Manufacturing,warehousing, distribution and office(a) |  |                          | 1,012,000 |   |
| Edison, New Jersey        |  | Research and office(leased)                           |  |                          | 123,000   |   |
| Irvington, NewJersey.     |  | Manufacturing, warehousing and office(a)              |  |                          | 96,000    |   |
| Mexico City,Mexico        |  | Manufacturing, distribution andoffice                 |  |                          | 150,000   |   |
| Caracas,Venezuela         |  | Manufacturing, distribution andoffice                 |  |                          | 145,000   |   |
| Kempton Park, SouthAfrica |  | Warehousing, distribution and office (leased)(b)      |  |                          | 127,000   |   |
| Canberra,Australia        |  | Warehousing, distribution and office(leased)          |  |                          | 125,000   |   |
| Isando, SouthAfrica       |  | Manufacturing, warehousing, distribution andoffice    |  |                          | 94,000    |   |
|                           |

|  |
|--|
|  |  |
|  |

|     |                                                             |
|-----|-------------------------------------------------------------|
| (a) | Properties subject to liens under the 2004 CreditAgreement. |

|     |                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The Kempton Park, South Africalease terminated on February 28, 2005 and a new lease was entered intofor 120,000 sq. ft. in Isando, South Africa. At December 31, 2004, thisnew facility was not operational, but it is now operational. |

In addition to the facilities described above, the Company owns andleases additional facilities in various areas throughout the world,including the lease for the Company's executive offices in NewYork, New York (approximately 176,749 square feet, of whichapproximately 5,900 square feet was sublet to the Company'saffiliates as of December 31, 2004). Management considers theCompany's facilities to be well-maintained and satisfactory forthe Company's operations, and believes that the Company'sfacilities and third party contractual supplier arrangements providesufficient capacity for its current and expected productionrequirements.

Item 3.    Legal Proceedings

TheCompany is involved in various routine legal proceedings incident tothe ordinary course of its business. The Company believes that theoutcome of all pending legal proceedings in the aggregate is

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unlikely to have a material adverse effecton the business or consolidated financial condition of the Company. Apurported class action lawsuit was filed on September 27, 2000, in theUnited States District Court for the Southern District of New York onbehalf of Dan Gavish, Tricia Fontan and Walter Fontan individually andallegedly on behalf of all others similarly situated who purchased thesecurities of Revlon, Inc. and REV Holdings Inc. (a Delawarecorporation and the predecessor of REV Holdings LLC, a Delaware limitedliability company ("REV Holdings")) betweenOctober 2, 1998 and September 30, 1999 (the "Second GavishAction"). The complaint, amended by the plaintiffs inNovember 2001, alleged, among other things, that Revlon, Inc., certainof its present and former officers and directors and REV Holdings Inc.violated, among other things, Rule 10b-5 under the Securities ExchangeAct of 1934, as amended (the "Exchange Act").On September 29, 2004, the United States District Court for theSouthern District of New York dismissed the Second Gavish Action,without prejudice. Revlon, Inc.'s counsel has subsequentlyreceived a second amended complaint. If this matter is pursued, Revlon,Inc. intends to defend it vigorously as the Company believes it iswithout merit. In light of the settlement of the defendants'insurance claim for this matter and the other purported class actionsfiled in 1999 and settled in June 2003, which the Company recorded inthe fourth quarter of 2002, the Company does not expect to incur anyfurther expense in this matter.

Item 4.    Submission ofMatters to a Vote of Security Holders

No matter was submittedto a vote of security holders during the fourth quarter of the fiscalyear covered by this report.

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PART II

|              |                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------|
| Item5.  | Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities |

MacAndrews & Forbes Holdings, which is whollyowned by Ronald O. Perelman, owns (i)  190,110,641 shares ofClass A Common Stock (20,819,333 of which are owned by REV Holdings and169,291,308 of which are beneficially owned by MacAndrews & Forbes)and (ii) all of the outstanding 31,250,000 shares of Class B CommonStock of Revlon, Inc., with a par value of $0.01 per share("Class B Common Stock", and together withthe Class A Common Stock, the "CommonStock"). Based on the shares referenced in clauses (i) and(ii) above, and including Mr. Perelman's vested stock optionsdiscussed in Part III, Item 12. (Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters) ofthis Form 10-K, Mr. Perelman, directly and indirectly, throughMacAndrews & Forbes, at December 31, 2004, beneficially ownedapproximately 59.9% of Revlon, Inc.'s outstanding sharesof Common Stock and had approximately 77.2% of the combinedvoting power of the outstanding shares of Revlon, Inc.'s CommonStock currently entitled to vote at its 2005 Annual Meeting ofStockholders. The remaining 148,757,303 shares of Revlon, Inc.'sClass A Common Stock outstanding at December 31, 2004 were owned by thepublic. Revlon, Inc.'s Class A Common Stock is listed and tradedon the New York Stock Exchange (the "NYSE").As of December 31, 2004, there were 918 holders of record of Revlon,Inc.'s Class A Common Stock. No dividends were declared or paidduring 2004 or 2003 by Revlon, Inc. on its Common Stock. The terms ofthe 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit (each as hereinafter defined), the8 5/8% Senior Subordinated Notes, the8 1/8% Senior Notes and the 9% SeniorNotes (as each such series of notes is hereinafter defined) currentlyrestrict the ability of Products Corporation to pay dividends or makedistributions to Revlon, Inc., except in limited circumstances. SeePart III, Item 12. (Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters) and the ConsolidatedFinancial Statements of the Company and the Notes thereto.

Thetable below shows the Company's high and low quarterly stockprices of Revlon, Inc.'s Class A Common Stock on the NYSE for theyears ended December 31, 2004 and2003.

|        |  |                              |      |            |  |            |      |            |  |        |      |        |  |        |      |        |  |  |
|--------|--|------------------------------|------|------------|--|------------|------|------------|--|--------|------|--------|--|--------|------|--------|--|--|
|   |  | 2004Quarterly StockPrices(1) |
|   |  | 1stQuarter                   |      | 2ndQuarter |  | 3rdQuarter |      | 4thQuarter |
| High   |  | $                            | 3.66 |       |  | $          | 3.50 |       |  | $      | 2.94 |   |  | $      | 2.55 |   |
| Low    |  |                         | 2.28 |       |  |       | 2.70 |       |  |   | 2.11 |   |  |   | 2.06 |   |
|        |

|        |  |                              |      |            |  |            |      |            |  |        |      |        |  |        |      |        |  |  |
|--------|--|------------------------------|------|------------|--|------------|------|------------|--|--------|------|--------|--|--------|------|--------|--|--|
|   |  | 2003Quarterly StockPrices(1) |
|   |  | 1stQuarter                   |      | 2ndQuarter |  | 3rdQuarter |      | 4thQuarter |
| High   |  | $                            | 3.54 |       |  | $          | 3.67 |       |  | $      | 3.70 |   |  | $      | 2.96 |   |
| Low    |  |                         | 2.40 |       |  |       | 2.62 |       |  |   | 2.66 |   |  |   | 2.20 |   |
|        |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Representsthe closing price per share of Revlon, Inc.'s Class A CommonStock on the NYSE, the exchange on which such shares are listed. TheCompany's stock trading symbol is"REV". |

Item 6.    SelectedFinancial Data

The Consolidated Statements of Operations Datafor each of the years in the five-year period ended December 31, 2004and the Balance Sheet Data as of December 31, 2004, 2003, 2002, 2001and 2000 are derived from the Consolidated Financial Statements of theCompany, which have been audited by KPMG  LLP, an independentregistered public accounting firm. The Selected Consolidated FinancialData should be read in conjunction with the Company'sConsolidated Financial Statements and the Notes to the ConsolidatedFinancial Statements and "Management's Discussionand Analysis of Financial Condition and Results ofOperations."

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|                                                                       |  |                                               |         |           |  |         |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------|--|-----------------------------------------------|---------|-----------|--|---------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                  |  | YearEnded December31,                         |
|                                                                  |  | 2004                                          |         | 2003(d)   |  | 2002(d) |         | 2001    |  | 2000   |
|                                                                  |  | (dollarsin millions, except per shareamounts) |
| **Statements of Operations Data(a):**                                 |  |                                          |    |      |  |    |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netsales                                                              |  | $                                             | 1,297.2 |      |  | $       | 1,299.3 |    |  | $      | 1,119.4 |    |  | $      | 1,277.6 |    |  | $      | 1,409.4 |    |
| Grossprofit(b)                                                        |  |                                          | 811.9   |      |  |    | 798.2   |    |  |   | 615.7   |    |  |   | 733.4   |    |  |   | 835.1   |    |
| Selling,general and administrativeexpenses                            |  |                                          | 717.6   |      |  |    | 770.9   |    |  |   | 717.0   |    |  |   | 679.2   |    |  |   | 765.1   |    |
| Restructuringcosts and other, net(c)                                  |  |                                          | 5.8     |      |  |    | 6.0     |    |  |   | 13.6    |    |  |   | 38.1    |    |  |   | 54.1    |    |
| Operatingincome (loss)                                                |  |                                          | 88.5    |      |  |    | 21.3    |    |  |   | (114.9  | )  |  |   | 16.1    |    |  |   | 15.9    |    |
| Interestexpense                                                       |  |                                          | 130.8   |      |  |    | 174.5   |    |  |   | 159.0   |    |  |   | 140.5   |    |  |   | 144.5   |    |
| Losson early extinguishment ofdebt                                    |  |                                          | 90.7    | (f)  |  |    | — |    |  |   | — |    |  |   | 3.6     |    |  |   | — |    |
| Lossfrom continuingoperations                                         |  |                                          | (142.5  | )    |  |    | (153.8  | )  |  |   | (286.5  | )  |  |   | (153.7  | )  |  |   | (129.7  | )  |
|                                                                  |  |                                          |    |      |  |    |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Basicand diluted loss from continuing operations per commonshare      |  | $                                             | (0.47   | )    |  | $       | (2.47   | )  |  | $      | (5.36   | )  |  | $      | (2.87   | )  |  | $      | (2.43   | )  |
| Weightedaverage number of common shares outstanding (in millions):(e) |  |
| Basic anddiluted                                                      |  |                                          | 301.1   |      |  |    | 62.3    |    |  |   | 53.5    |    |  |   | 53.5    |    |  |   | 53.4    |    |
|                                                                       |

|                               |  |                      |          |         |  |        |          |         |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|-------------------------------|--|----------------------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                          |  | December31,          |
|                          |  | 2004                 |          | 2003    |  | 2002   |          | 2001    |  | 2000   |
|                          |  | (dollarsin millions) |
| **Balance Sheet Data(a):**    |  |                 |     |    |  |   |     |    |  |   |     |    |  |   |     |    |  |   |     |    |
| Totalassets                   |  | $                    | 1,000.5  |    |  | $      | 892.2    |    |  | $      | 933.7    |    |  | $      | 997.6    |    |  | $      | 1,101.8  |    |
| Totalindebtedness             |  |                 | 1,355.3  |    |  |   | 1,897.5  |    |  |   | 1,775.1  |    |  |   | 1,661.1  |    |  |   | 1,593.8  |    |
| Totalstockholders 'deficiency |  |                 | (1,019.9 | )  |  |   | (1,725.6 | )  |  |   | (1,638.5 | )  |  |   | (1,282.1 | )  |  |   | (1,106.7 | )  |
|                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | InJuly 2001, the Company completed the disposition of the Colorama brandand facility in Brazil. In March and May 2000, the Company completedthe dispositions of its worldwide professional products line and thePlusbelle brand in Argentina, respectively. Accordingly, the selectedfinancial data includes the results of operations of the professionalproducts line, Plusbelle and Colorama brands through the dates ofdisposition. |

|     |                                                                                                                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | In connection with theCompany's restructuring activities described in note (c) below,from 2000 to 2002 the Company incurred additional costs associated withthe consolidation of its Phoenix and Canada facilities and itsworldwide operations. The Company recorded $1.5, $38.2 and $4.9 of suchcosts for the years ended December 31, 2002, 2001 and 2000,respectively, in cost of sales. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | In2000, the Company initiated a new restructuring program, in line withits original restructuring plan developed in late 1998, designed toimprove profitability by reducing personnel and consolidatingmanufacturing facilities. The 2000 restructuring program focused onclosing manufacturing operations in Phoenix, Arizona and Mississauga,Canada and consolidating production into the Company's plant inOxford, North Carolina. The 2000 restructuring program also includedthe remaining obligation for excess leased real estate at theCompany's headquarters, consolidation costs associated withclosing the Company's facility in New Zealand and the eliminationof several domestic and international executive and operationalpositions, each of which was effected to reduce and streamlinecorporate overhead costs. Restructuring expenses incurred between 2000and 2004 were with respect to the 2000 restructuring program, thecontinued consolidation of the Company's worldwide operations orone-time restructuring events including employee severancecosts. |

|     |                                                                                                                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Results for 2003 and 2002include expenses of approximately $31.0 in 2003 and approximately$104.0 in 2002 related to the acceleration of the implementation of thestabilization and growth phase of the Company's plan. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e) | Represents the weighted average number ofcommon shares outstanding for the period. Upon consummation of the 2003Rights Offering (as hereinafter defined), the fair value, based on NYSEclosing price of Revlon, Inc.'s Class A Common Stock was morethan the subscription price. Accordingly, basic and diluted loss percommon share have been restated for all periods prior to the 2003Rights Offering to reflect the stock dividend of 1,262,328 shares ofRevlon, Inc.'s Class A Common Stock (See Note 1 to theConsolidated Financial Statements). On March 25, 2004, in connectionwith the Revlon Exchange Transactions (as hereinafter defined), theCompany issued 299,969,493 shares of Class A Common Stock (See Note 9to the Consolidated Financial Statements). The shares issued in theRevlon Exchange Transactions are included in the weighted averagenumber of shares outstanding since the date of the respectivetransactions. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (f) | Represents the losson the exchange of equity for certain indebtedness in the RevlonExchange Transactions (as hereinafter defined) and fees, expenses,premiums and the write-off of deferred financing costs related to theRevlon Exchange Transactions, the tender for and redemption of the12% Senior Secured Notes (including the applicable premium) (ashereinafter defined) and the repayment of the 2001 Credit Agreement (ashereinafter defined). (See Note  9 to the Consolidated FinancialStatements). |

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|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| Item7.  | Management's Discussion and Analysis ofFinancial Condition and Results of Operations (dollars inmillions, except per share data) |

Overview

The Companyis providing this overview in accordance with the SEC's December2003 interpretive guidance regarding Management's Discussion andAnalysis of Financial Condition and Results of Operations.

TheCompany operates in a single segment and manufactures, markets andsells an extensive array of cosmetics and skin care, fragrances andpersonal care products. In addition, the Company has a licensinggroup.

The Company has accelerated the implementation of itsthree-part plan to rationalize costs and to grow the business. In 2002,the Company began the implementation of the stabilization and growthphase of its plan.

The Company intends to capitalize on theactions taken during the stabilization and growth phase of its plan,with the objective of increasing revenues and achieving profitabilityover the long term. The Company currently anticipates that thecontinued growth momentum and accelerated growth stage of its plan willinclude various actions that represent refinements of and additions tothe actions taken during the stabilization and growth phase of itsplan, with the objective of balancing top-line growth with improvedoperating margins and developing and implementing the Company'sproductivity initiatives. These ongoing initiatives include, amongother things, actions to: (i) further improve the new productdevelopment and introduction process; (ii) continue to increase theeffectiveness and reduce the cost of the Company's display walls;(iii) drive efficiencies across the Company's overall supplychain, including reducing manufacturing costs by streamliningcomponents and sourcing strategically and rationalizing its supplychain in Europe, which will include moving certain production for theEuropean markets to the Company's Oxford, North Carolina facility(the Company intends to transition such manufacturing primarily to oneor more of its other facilities and does not currently expect anydisruption in its supply chain) and entering into new warehousing anddistribution arrangements in the U.K.; and (iv) optimize theeffectiveness of the Company's advertising, marketing andpromotions. This stage will also include strengthening theCompany's balance sheet and capital structure, much of which, asdiscussed in Note 9 to the Consolidated Financial Statements, has beenaccomplished during 2004.

The Company believes that it hasstrengthened its organizational capability and it intends to continuedoing so. The Company also believes that it has strengthened itsrelationships with its key retailers in the U.S., which has led tospace gains and increased distribution in 2004 for certain of theCompany's products.

On July 9, 2004, Products Corporationentered into the 2004 Credit Agreement and during July and August 2004used the proceeds of borrowings under the 2004 Credit Agreement torepay in full the $290.5 of outstanding indebtedness (including accruedinterest) under Products Corporation's 2001 Credit Agreement, topurchase and redeem all $363 aggregate principal amount of ProductsCorporation's 12% Senior Secured Notes, and to pay feesand expenses incurred in connection with the 2004 Credit Agreement, theTender Offer and the Revlon Exchange Transactions, including thepayment of expenses related to a refinancing that Products Corporationlaunched in May 2004 but did not consummate. The balance of suchproceeds in connection with the Term Loan Facility were available toProducts Corporation for general corporate purposes.

On March25, 2004 Revlon, Inc. consummated the Revlon Exchange Transactions andreduced Products Corporation's debt by approximately $804 as ofthat date. Revlon, Inc. issued an additional 299,969,493 shares ofClass A Common Stock and as of December 31, 2004 Revlon, Inc. hadoutstanding approximately 338,867,944 shares of Class A Common Stockand 31,250,000 shares of Class B Common Stock. MacAndrews & Forbesbeneficially owned approximately 221.4 million shares of the CommonStock (representing approximately 59.9% of the outstandingshares of the Common Stock and approximately 77.2% of thecombined voting power of the Common Stock) as of December 31, 2004.(See Note 9 to the Consolidated Financial Statements).

14

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Net sales in 2004 decreased $2.1 to$1,297.2, as compared to $1,299.3 in 2003, driven by higher totalreturns, allowances and discounts, partially offset by favorableforeign currency translation and higher shipments, as well as theprepayment of certain minimum royalties and renewal fees bylicensees.

In the United States and Canada, 2004 net salesdecreased $34.9 to $855.7 from $890.6 in 2003. The decrease in 2004 wasdue to higher total returns, allowances and discounts which were due inpart to a higher returns provision for product discontinuancesidentified in 2004, higher returns from promotions, and the fact thatthe 2003 provision for returns benefited from a revision of previousestimates for returns associated with the Company's acceleratedgrowth plan which were recorded in 2002, partially offset by highershipments and an increase in licensing revenue from prepayments ofcertain minimum royalties and renewal fees by licensees of $11.8 in2004 versus $5.3 in 2003. In International, in 2004, net salesincreased $32.8 to $441.5 from $408.7 in 2003. The increase in 2004 wasdue primarily to favorable foreign currency translation.

Interms of U.S. marketplace performance, the U.S. color cosmeticscategory for 2004 declined approximately 2.5% versus 2003. For2004, the Revlon and Almay brands combined held U.S. mass-market shareof 21.5%, compared with 22.3% for 2003. Market shareperformance of existing products under the Revlon and Almay brandsincreased from 2003 to 2004, offset in part by decreased market shareperformance of new products under such brands. In hair color and beautytools, the Company gained market share in 2004, compared with 2003,increasing, respectively, from a 6.5% market share for 2003 to7.1% for 2004 and 22.6% market share for 2003 to24.5% for 2004, while market share was down foranti-perspirants/deodorants, decreasing from 6.3% in 2003 to6.1% in 2004.

Net sales in the Company's domesticand international operations in the normal course are subject to therisk of being adversely affected by, among other things, one or more ofthe following: weak economic conditions, category weakness, politicaluncertainties, military actions, terrorist activities, adverse currencyfluctuations, competitive activities and changes in consumer purchasinghabits, including with respect to shopping channels.

Operatingincome in 2004 increased $67.2 to $88.5, as compared to $21.3 in 2003.The improvement in 2004 reflected the absence of growth plan charges(which decreased operating income in 2003 by approximately $31.2), theaforementioned higher licensing revenues (which included prepayments ofminimum royalties and renewal fees by licensees of $11.8 in 2004 versus$5.3 in 2003) and lower advertising, partially offset by higher totalreturns, allowances and discounts and favorable foreign currencytranslation.

The $90.7 loss on early extinguishment of debt for2004 represents the loss on the exchange of equity for certainindebtedness in the Revlon Exchange Transactions (such loss was equalto the difference between the fair value of the equity securitiesissued and the book value of the related indebtedness exchanged bythird parties other than MacAndrews & Forbes or related parties)and fees, expenses and the write-off of deferred financing costsrelated to the Revlon Exchange Transactions, the tender for andredemption of the 12% Senior Secured Notes (including theapplicable premium) and the repayment of the 2001 Credit Agreement.(See Note 9 to the Consolidated Financial Statements).

Discussion of Critical Accounting Policies

In the ordinarycourse of its business, the Company has made a number of estimates andassumptions relating to the reporting of results of operations andfinancial condition in the preparation of its financial statements inconformity with accounting principles generally accepted in the U.S.Actual results could differ significantly from those estimates andassumptions. The Company believes that the following discussionaddresses the Company's most critical accounting policies, whichare those that are most important to the portrayal of theCompany's financial condition and results and requiremanagement's most difficult, subjective and complex judgments,often as a result of the need to make estimates about the effect ofmatters that are inherently uncertain.

Sales Returns:

The Company allows customers to return their unsold products whenthey meet certain Company-established criteria as outlined in theCompany's trade terms. The Company regularly reviews and revises,

15

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when deemed necessary, its estimates of salesreturns based primarily upon actual returns, planned productdiscontinuances, and promotional sales, which would permit customers toreturn items based upon the Company's trade terms. The Companyrecords estimated sales returns as a reduction to sales and cost ofsales, and an increase in accrued liabilities and inventories. Returnedproducts which are recorded as inventories are valued based upon theamount that the Company expects to realize upon their subsequentdisposition. The physical condition and marketability of the returnedproducts are the major factors considered by the Company in estimatingrealizable value. Cost of sales includes the cost of refurbishment ofreturned products. Actual returns, as well as realized values onreturned products, may differ significantly, either favorably orunfavorably, from the Company's estimates if factors such asproduct discontinuances, customer inventory levels or competitiveconditions differ from the Company's estimates and expectationsand, in the case of actual returns, if economic conditions differsignificantly from the Company's estimates and expectations.

Trade Support Costs:

In order to support the retail trade,the Company has various performance-based arrangements with retailersto reimburse them for all or a portion of their promotional activitiesrelated to the Company's products. The Company regularly reviewsand revises, when deemed necessary, estimates of costs to the Companyfor these promotions based on estimates of what has been incurred bythe retailers. Actual costs incurred by the Company may differsignificantly if factors such as the level and success of theretailers' programs, as well as retailer participation levels,differ from the Company's estimates and expectations.

Inventories:

Inventories are stated at the lower of cost ormarket value. Cost is principally determined by the first-in, first-outmethod. The Company records adjustments to the value of inventory basedupon its forecasted plans to sell its inventories, as well as planneddiscontinuances. The physical condition (e.g., age and quality) of theinventories is also considered in establishing its valuation. Theseadjustments are estimates, which could vary significantly, eitherfavorably or unfavorably, from the amounts that the Company mayultimately realize upon the disposition of inventories if futureeconomic conditions, customer inventory levels, productdiscontinuances, return levels or competitive conditions differ fromthe Company's estimates and expectations.

Property, Plantand Equipment and Other Assets:

Property, plant and equipmentis recorded at cost and is depreciated on a straight-line basis overthe estimated useful lives of such assets. Changes in circumstancessuch as technological advances, changes to the Company's businessmodel, changes in the planned use of fixtures or software or closing offacilities or changes in the Company's capital strategy canresult in the actual useful lives differing from the Company'sestimates.

Included in other assets are permanent wall displays,which are recorded at cost and amortized on a straight-line basis overthe estimated useful lives of such assets. Intangibles other thangoodwill are recorded at cost and amortized on a straight-line basisover the estimated useful lives of such assets.

Long-livedassets, including fixed assets, permanent wall displays and intangiblesother than goodwill, are reviewed by the Company for impairmentwhenever events or changes in circumstances indicate that the carryingamount of any such asset may not be recoverable. If the undiscountedcash flows (excluding interest) from the use and eventual dispositionof the asset is less than the carrying value, the Company recognizes animpairment loss, measured as the amount by which the carrying valueexceeds the fair value of the asset. The estimate of undiscounted cashflow is based upon, among other things, certain assumptions aboutexpected future operating performance. The Company's estimates ofundiscounted cash flow may differ from actual cash flow due to, amongother things, technological changes, economic conditions, changes toits business model or changes in its operating performance. In thosecases where the Company determines that the useful life of otherlong-lived assets should be shortened, the Company would depreciate thenet book value in excess of the salvage value (after testing forimpairment as described above), over the revised remaining useful lifeof such asset thereby increasing amortization 

16

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expense. Additionally, goodwill is reviewedfor impairment at least annually. The Company recognizes an impairmentloss to the extent that carrying value exceeds the fair value of theasset.

Pension Benefits:

The Company sponsors pensionand other retirement plans in various forms covering substantially allemployees who meet eligibility requirements. Several statistical andother factors which attempt to estimate future events are used incalculating the expense and liability related to the plans. Thesefactors include assumptions about the discount rate, expected return onplan assets and rate of future compensation increases as determined bythe Company, within certain guidelines. In addition, theCompany's actuarial consultants also use subjective factors suchas withdrawal and mortality rates to estimate these factors. Theactuarial assumptions used by the Company may differ materially fromactual results due to changing market and economic conditions, higheror lower withdrawal rates or longer or shorter life spans ofparticipants, among other things. Differences from these assumptionsmay result in a significant impact to the amount of pensionexpense/liability recorded by the Company.

Results ofOperations

**Year Ended December 31, 2004 compared with theyear ended December 31, 2003**

In the tables, numbers inparenthesis (    ) denote unfavorable variances.

Net sales:

|                        |  |                        |         |              |  |               |         |        |  |        |       |                 |  |        |      |         |  |  |
|------------------------|--|------------------------|---------|--------------|--|---------------|---------|--------|--|--------|-------|-----------------|--|--------|------|---------|--|--|
|                   |  | YearEnded December 31, |         | DollarChange |  | PercentChange |
| 2004                   |  | 2003                   |         |
| UnitedStates andCanada |  | $                      | 855.7   |         |  | $             | 890.6   |   |  | $      | (34.9 | )          |  |   | -3.9 | %  |
| International          |  |                   | 441.5   |         |  |          | 408.7   |   |  |   | 32.8  |  (1)  |  |   | 8.0  | %  |
|                   |  | $                      | 1,297.2 |         |  | $             | 1,299.3 |   |  | $      | (2.1  | )(2)       |  |   | -0.2 | %  |
|                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of currency fluctuations, International net sales increased1.0%. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Excluding the impact ofcurrency fluctuations, consolidated net sales decreased2.7%. |

United States and Canada.

Net salesin the U.S. and Canada decreased $34.9 or 4% in 2004, ascompared with 2003, due to higher total returns, allowances anddiscounts of approximately $51.0 partially offset by higher shipmentsof approximately $3.3, the favorable impact of foreign currencytranslation of $5.9 and increased licensing revenue of $6.9, primarilyfrom the prepayments of minimum royalties and renewal fees by licenseesof $11.8 in 2004 versus $5.3 in 2003. The increase in returns,allowances and discounts in 2004 versus 2003 is due in part to higherreturns provision for product discontinuances identified in 2004,higher returns from promotions, and the fact that the 2003 provisionfor returns benefited from a revision of previous estimates for returnsassociated with the Company's accelerated growth plan recorded in2002.

In terms of U.S. marketplace performance, the U.S. colorcosmetics category for 2004 declined approximately 2.5% versus2003. For 2004, the Revlon and Almay brands combined held U.S.mass-market share of 21.5%, compared with 22.3% for 2003.Market share performance of existing products under the Revlon andAlmay brands increased from 2003 to 2004, offset in part by decreasedshare performance of new products under such brands. In hair color andbeauty tools, the Company gained market share in 2004, compared with2003, increasing, respectively, from a 6.5% market share for2003 to 7.1% for 2004 and 22.7% market share for 2003 to24.5% for 2004, while market share was down foranti-perspirants/deodorants, decreasing from 6.3% in 2003 to6.1% in 2004.

International.

Net sales in theCompany's international operations increased $32.8 or 8.0%in 2004, as compared with 2003. Excluding the impact of foreigncurrency fluctuations, international sales increased by 1.0% in2004, as compared to 2003.

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In Europe, which is comprised of Europeand the Middle East, net sales decreased by $3.7, or 3.0%, to$120.6 for 2004, as compared with 2003. Excluding the impact of foreigncurrency fluctuations, net sales decreased by $15.1 or 12.2% in2004, as compared with 2003. The decline in net sales excluding theimpact of foreign currency fluctuations was due to lower sales in theU.K., in part due to reduced customer inventory levels and higherallowances granted to customers (which the Company estimatescontributed to an approximate 9.4% reduction in net sales in2004 for the region, as compared with 2003) and lower sales todistributors in Russia and Germany (which the Company estimatescontributed to an approximate 4.3% reduction in net sales in2004 for the region, as compared with 2003), partially offset byincreased sales in Israel (which the Company estimates contributed toan approximate 1.3% increase in net sales in 2004 for theregion, as compared with 2003).

On September 22, 2004, theCompany exercised its contractual rights to terminate its 2002 supplyagreement with COSi that is currently scheduled to become effective onJune 30, 2005. The Company intends to transition such manufacturingprimarily to its Oxford, North Carolina facility and distribution andwarehousing to a local U.K.-based third party and does not currentlyexpect any disruption in its supply chain. During 2004, COSi earnedapproximately $1.9 in performance-based payments. In December 2004, theCompany and COSi entered into a transitional agreement covering theperiod through termination pursuant to which, among other things, COSiis eligible to receive $1.9 in additional performance-based payments ifthey maintain specific production service level objectives under theagreement (however, the Company expects that such payments, if any,will be fully set off against payments that will become due to theCompany from COSi in connection with the cessation of sucharrangement).

In Latin America, which is comprised of Mexico,Central America and South America, net sales increased by $2.5 or2.8%, to $94.7 for 2004, as compared with 2003. Excluding theimpact of foreign currency fluctuations, net sales increased by $4.8 or5.2% in 2004, as compared with 2003. The increase in net salesexcluding the impact of foreign currency fluctuations was primarily dueto increased sales in Brazil, Venezuela and certain distributor markets(which the Company estimates contributed to an approximate 11.5%increase in net sales for the region in 2004, as compared with 2003)due to improved local economic and business conditions, partiallyoffset by lower sales in Mexico (which the Company estimatescontributed to an approximate 5.2% reduction in net sales in2004 for the region, as compared with 2003).

In the Far East andAfrica, net sales increased by $34.0 or 17.7%, to $226.2 for2004, as compared with 2003. Excluding the impact of foreign currencyfluctuations, net sales increased $14.4 or 7.5% for 2004, ascompared with 2003. This increase was driven by higher sales in SouthAfrica and Japan related to favorable economic conditions (which theCompany estimates contributed to an approximate 6.0% increase innet sales in 2004 for the region, as compared with 2003).

Gross profit:

|             |  |                        |       |              |  |   |       |        |  |   |      |        |  |  |
|-------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|        |  | YearEnded December 31, |       | DollarChange |
| 2004        |  | 2003                   |       |
| Grossprofit |  | $                      | 811.9 |         |  | $ | 798.2 |   |  | $ | 13.7 |   |
|             |

Excludingforeign exchange fluctuations, gross profit for 2004 decreased $6.3, ascompared to 2003, reflecting higher total returns, allowances anddiscounts, partially offset by higher volumes, the aforementionedincrease in licensing revenue and lower cost of goods sold. Grossprofit as a percent of sales, excluding the impact of foreign exchange,increased to 62.6% in 2004 from 61.4% in 2003 primarilydue to cost savings and the aforementioned higher licensing revenues,partially offset by higher total returns, allowances and discounts.

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SG&A expenses:

|                  |  |                        |       |              |  |   |       |        |  |   |      |        |  |  |
|------------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|             |  | YearEnded December 31, |       | DollarChange |
| 2004             |  | 2003                   |       |
| SG&Aexpenses |  | $                      | 717.6 |         |  | $ | 770.9 |   |  | $ | 53.3 |   |
|                  |

SG&Aexpenses decreased $53.3, or 6.9%, to $717.6 for 2004, ascompared to 2003, due primarily to $36.7 of lower marketing spendingand the absence of fees and expenses related to the stabilization andgrowth phase of the Company's plan in 2004 versus $26.1 ofexpenses in 2003, partially offset by $14.9 of unfavorable foreignexchange fluctuations.

Restructuring costs:

|                                   |  |                        |     |              |  |   |     |        |  |   |     |        |  |  |
|-----------------------------------|--|------------------------|-----|--------------|--|---|-----|--------|--|---|-----|--------|--|--|
|                              |  | YearEnded December 31, |     | DollarChange |
| 2004                              |  | 2003                   |     |
| Restructuring costs and other,net |  | $                      | 5.8 |         |  | $ | 6.0 |   |  | $ | 0.2 |   |
|                                   |

TheCompany recorded $5.8 in 2004 and $6.0 in 2003 for employee severanceand other personnel benefits. The Company expects to save $3.8 annuallyas a result of the charges taken in 2004.

Other expenses(income):

|                 |  |                        |       |              |  |   |       |        |  |   |      |        |  |  |
|-----------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|            |  | YearEnded December 31, |       | DollarChange |
| 2004            |  | 2003                   |       |
| Interestexpense |  | $                      | 130.8 |         |  | $ | 174.5 |   |  | $ | 43.7 |   |
|                 |

Thedecrease in interest expense of $43.7 for 2004, as compared to 2003, isprimarily due to lower consolidated debt during 2004, resulting fromthe Revlon Exchange Transactions, partially offset by higher borrowingsunder the 2004 Credit Agreement to repay the 2001 Credit Agreement,tender for and redeem the 12% Senior Secured Notes (includingapplicable premium and accrued interest) and to pay fees and expenses.(See Note 9 to the Consolidated Financial Statements).

|                                     |  |                        |      |              |  |   |         |        |  |   |       |         |  |  |
|-------------------------------------|--|------------------------|------|--------------|--|---|---------|--------|--|---|-------|---------|--|--|
|                                |  | YearEnded December 31, |      | DollarChange |
| 2004                                |  | 2003                   |      |
| Loss on early extinguishment ofdebt |  | $                      | 90.7 |         |  | $ | — |   |  | $ | (90.7 | )  |
|                                     |

Theloss on early extinguishment of debt in 2004 represents the loss on theexchange of equity for certain indebtedness in the Revlon ExchangeTransactions (such loss was equal to the difference between the fairvalue of the equity securities issued and the book value of the relatedindebtedness exchanged by third parties other than MacAndrews &Forbes or related parties) and fees, expenses and the write-off ofdeferred financing costs related to the Revlon Exchange Transactions,the tender for and redemption of the 12% Senior Secured Notes(including the applicable premium) and the repayment of the 2001 CreditAgreement. (See Note 9 to the Consolidated Financial Statements).

|                   |  |                        |     |              |  |   |     |        |  |   |      |         |  |  |
|-------------------|--|------------------------|-----|--------------|--|---|-----|--------|--|---|------|---------|--|--|
|              |  | YearEnded December 31, |     | DollarChange |
| 2004              |  | 2003                   |     |
| Miscellaneous,net |  | $                      | 2.0 |         |  | $ | 0.5 |   |  | $ | (1.5 | )  |
|                   |

Theincrease in miscellaneous, net for 2004, as compared to the comparable2003 period, is primarily due to fees and expenses associated with therefinancing that Products Corporation launched in May 2004 but did notconsummate.

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Provision for income taxes:

|                           |  |                        |     |              |  |   |     |        |  |   |      |         |  |  |
|---------------------------|--|------------------------|-----|--------------|--|---|-----|--------|--|---|------|---------|--|--|
|                      |  | YearEnded December 31, |     | DollarChange |
| 2004                      |  | 2003                   |     |
| Provision for incometaxes |  | $                      | 9.3 |         |  | $ | 0.5 |   |  | $ | (8.8 | )  |
|                           |

Theincrease in the provision for income taxes in 2004 is due to highertaxable income in certain markets outside the U.S. in the 2004 period.Additionally, the 2004 and 2003 periods benefited approximately $2.9and $7.0, respectively, from the favorable resolution of various taxaudits.

Year ended December 31, 2003 compared with yearended December 31, 2002

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

Net sales:

|                         |  |                        |         |              |  |               |         |        |  |        |       |           |  |        |      |         |  |  |
|-------------------------|--|------------------------|---------|--------------|--|---------------|---------|--------|--|--------|-------|-----------|--|--------|------|---------|--|--|
|                    |  | YearEnded December 31, |         | DollarChange |  | PercentChange |
| 2003                    |  | 2002                   |         |
| United States andCanada |  | $                      | 890.6   |         |  | $             | 760.1   |   |  | $      | 130.5 |      |  |   | 17.2 | %  |
| International           |  |                   | 408.7   |         |  |          | 359.3   |   |  |   | 49.4  | (1)  |  |   | 13.7 | %  |
|                    |  | $                      | 1,299.3 |         |  | $             | 1,119.4 |   |  | $      | 179.9 | (2)  |  |   | 16.1 | %  |
|                         |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of currency fluctuations, International net sales increased4.6%. |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (2) | Excluding the impact ofcurrency fluctuations, consolidated net sales increased12.6%. |

United States and Canada.

Theincrease in net sales in the U.S. and Canada in 2003 was primarilydriven by (1) lower net charges for sales returns, allowances anddiscounts of $137.6 in the 2003 period since 2002 included significantamounts of returns due to the growth plan; and to revised estimates ofreturns based on favorable experience in 2003 versus 2002 returnsestimates; and (2) foreign currency translations benefits, partiallyoffset by lower licensing revenues of $8.6 in 2003. Market share in theU.S. mass market for color cosmetics for **Almay** and **Revlon**combined increased by 0.3% for the full year 2003 compared with2002. These sales and market share gains were achieved in the contextof a weaker than expected U.S. mass market color cosmetics categorywhich, as measured by ACNielsen, declined by 1.9% during2003.

International.

In Europe, which is comprised ofEurope and the Middle East, net sales increased by $16.5, or15.3%, to $124.3 for 2003, as compared with 2002. The increasein the European region was primarily due to the impact of favorablecurrency fluctuations (which factor the Company estimates contributedto an approximate 12.2% increase in net sales for the region)and increased sales volume and lower sales returns in the U.K. andFrance (which factor the Company estimates contributed to anapproximate 6.7% increase in net sales for the region). Suchfactors were partially offset by lower sales volume in certaindistributor markets in Russia and Germany, where the Company'sdistributors experienced financial problems (which factor the Companyestimates contributed to an approximate 3.5% reduction in netsales for the region). 

In Latin America, which is comprised ofMexico, Central America and South America, net sales decreased by $1.9,or 2.0%, to $92.2 for 2003, as compared with 2002. The decreasein the Latin American region was primarily due to decreased salesvolume in Brazil and Mexico, where sales were impacted by local adverseeconomic conditions, a decline in the mass retail category and areduction of customer inventory levels (which factors the Companyestimates contributed to an approximate 10.0% reduction in netsales for the region) and the impact of adverse currency fluctuations(which factor the Company estimates contributed to an approximate9.4% reduction in net sales for the region), which was partiallyoffset by increased sales volume in Venezuela, Argentina and certaindistributor markets (which factor the Company estimates contributed toan approximate 17.0% increase in net sales for the region).

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In the Far East and Africa, net salesincreased by $34.8, or 22.1%, to $192.2 for 2003, as comparedwith 2002. The increase in the Far East and Africa region was primarilydue to the impact of favorable currency fluctuations (which factor theCompany estimates contributed to an approximate 18.0% increasein net sales for the region) and increased sales volume in SouthAfrica, Japan and China, where the Company's products experiencedstrong demand as a result of favorable general economic conditions andthe effect of strong brand marketing activities (which factors theCompany estimates contributed to an approximate 4.0% increase innet sales for the region), which the Company believes were partiallyoffset by the economic impact of the SARS outbreak in China.

During 2002, the Company experienced production difficulties withCOSi, its principal third party manufacturer for Europe and certainother international markets, which operates the Maesteg facility. Torectify this situation, on October 31, 2002 Products Corporation andsuch manufacturer terminated the long-term supply agreement and enteredinto a new, more flexible agreement which had significantly reducedvolume commitments and, among other things, Products Corporation loanedCOSi approximately $2.0 and COSi was eligible to earn performance-basedpayments of approximately $6.3 over a 4-year period contingent upon thesupplier achieving specific production service level objectives. During2003 and 2002, COSi earned approximately $1.8 and $1.6, respectively,in performance-based payments.

Gross profit:

|             |  |                        |       |              |  |   |       |        |  |   |       |        |  |  |
|-------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|-------|--------|--|--|
|        |  | YearEnded December 31, |       | DollarChange |
| 2003        |  | 2002                   |       |
| Grossprofit |  | $                      | 798.2 |         |  | $ | 615.7 |   |  | $ | 182.5 |   |
|             |

The$182.5 increase in gross profit for 2003, as compared to the comparable2002 period, is primarily due to lower sales returns, allowances anddiscounts of $144.5 in the 2003 period (which includes the impact ofthe stabilization and growth phase of the Company's plan, whichbegan in December 2002) and higher sales volume of $43.8 (whichincludes the favorable impact of currency fluctuations). Such increasesin 2003 were partially offset by unfavorable product mix in 2003 and adecrease in licensing and other revenue of $8.4 in 2003. Gross marginsin 2003 improved to 61.4% versus 55.0% in 2002 due to thepreviously discussed lower sales returns, allowances and discounts.

SG&A expenses:

|                  |  |                        |       |              |  |   |       |        |  |   |       |         |  |  |
|------------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|-------|---------|--|--|
|             |  | YearEnded December 31, |       | DollarChange |
| 2003             |  | 2002                   |       |
| SG&Aexpenses |  | $                      | 770.9 |         |  | $ | 717.0 |   |  | $ | (53.9 | )  |
|                  |

Theincrease in SG&A expenses for 2003, as compared to 2002, wasprimarily due to higher brand support of $38.7 principally related tothe stabilization and growth phase of the Company's plan, higherpersonnel-related expenses and professional fees of $19.2 (includingexpenses related to the stabilization and growth phase of theCompany's plan) and rent expense of $2.7, partially offset bylower depreciation and amortization of $8.9 in the 2003 period due toaccelerated amortization of wall displays in 2002 as the Companytransitioned to its new wall displays as part of the stabilization andgrowth phase of its plan.

Restructuring costs:

|                    |  |                        |     |              |  |   |      |        |  |   |     |        |  |  |
|--------------------|--|------------------------|-----|--------------|--|---|------|--------|--|---|-----|--------|--|--|
|               |  | YearEnded December 31, |     | DollarChange |
| 2003               |  | 2002                   |     |
| Restructuringcosts |  | $                      | 6.0 |         |  | $ | 13.6 |   |  | $ | 7.6 |   |
|                    |

During2003, the Company recorded a separate charge of $5.9, for employeeseverance and other personnel benefits in certain Internationaloperations.

During the third quarter of 2000, the Companyinitiated a new restructuring program in line with the originalrestructuring plan developed in late 1998, designed to improveprofitability by reducing personnel 

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and consolidating manufacturing facilities.The 2000 restructuring program focused on the Company's plans toclose its manufacturing operations in Phoenix, Arizona and Mississauga,Canada and to consolidate its cosmetics production into its plant inOxford, North Carolina. The 2000 restructuring program also includesthe remaining obligation for excess leased real estate in theCompany's headquarters, consolidation costs associated with theCompany closing its facility in New Zealand, and the elimination ofseveral domestic and international executive and operational positions,each of which were effected to reduce and streamline corporate overheadcosts. During 2003 and 2002, the Company continued to implement the2000 restructuring program, and recorded charges of $0.1 and $13.6,respectively, principally for additional employee severance and otherpersonnel benefits, primarily resulting from reductions in theCompany's worldwide sales force, relocation and other costsrelated to the consolidation of the Company's worldwideoperations.

The Company anticipates annualized savings ofapproximately $12 to $14 relating to the restructuring charges recordedduring 2003.

Other expenses (income):

|                 |  |                        |       |              |  |   |       |        |  |   |       |         |  |  |
|-----------------|--|------------------------|-------|--------------|--|---|-------|--------|--|---|-------|---------|--|--|
|            |  | YearEnded December 31, |       | DollarChange |
| 2003            |  | 2002                   |       |
| Interestexpense |  | $                      | 174.5 |         |  | $ | 159.0 |   |  | $ | (15.5 | )  |
|                 |

Theincrease in interest expense for 2003, as compared to 2002, wasprimarily due to higher overall borrowings during 2003, includingamounts borrowed under the 2001 Credit Agreement (as hereinafterdefined) and the 2003 MacAndrews & Forbes Loans (as hereinafterdefined) and higher interest rates under the 2001 Credit Agreement as aresult of the amendment to the 2001 Credit Agreement in February 2003.(See Note 9 to the Consolidated Financial Statements).

Provision for income taxes:

|                           |  |                        |     |              |  |   |     |        |  |   |     |        |  |  |
|---------------------------|--|------------------------|-----|--------------|--|---|-----|--------|--|---|-----|--------|--|--|
|                      |  | YearEnded December 31, |     | DollarChange |
| 2003                      |  | 2002                   |     |
| Provision for incometaxes |  | $                      | 0.5 |         |  | $ | 4.8 |   |  | $ | 4.3 |   |
|                           |

Thereduction in the provision for income taxes in 2003 was primarilyattributable to the resolution of various tax audits, which reduced taxexpense by approximately $7.0, partially offset by higher taxableincome in certain markets outside the United States.

FinancialCondition, Liquidity and Capital Resources

Net cash used foroperating activities was $94.2, $166.4 and $112.3 for 2004, 2003 and2002, respectively. This improvement in cash flows in 2004 versus 2003resulted primarily from higher operating income, lower purchases ofpermanent displays, lower accrued expenses and lower cash spending inconnection with the stabilization and growth phase of theCompany's plan and lower interest payments. The increase in netcash used for operating activities for 2003, compared to 2002, resultedprimarily from a decrease in accrued liabilities mainly associated withthe implementation of the various aspects of the stabilization andgrowth phase of the Company's plan and higher spending ondisplays due to the roll out of the Company's reconfiguredpermanent wall displays, partially offset by lower net loss and loweraccounts receivable due to earlier payment terms with many of theCompany's large U.S. customers. The Company received $11.8, $5.3and $11.5 in 2004, 2003 and 2002, respectively, related to prepaidminimum royalties under a licensing agreements.

Net cash usedfor investing activities was $18.9, $23.3 and $14.2 for 2004, 2003 and2002, respectively. Net cash used for investing activities for 2004primarily consisted of capital expenditures. Net cash used forinvesting activities for 2003 primarily consisted of capitalexpenditures, partially offset by the proceeds from the sale of theCompany's warehouse in Canada. Net cash used for investingactivities for 2002 primarily consisted of capital expenditures.

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Net cash provided by financing activitieswas $174.5, $151.1 and $110.3 for 2004, 2003 and 2002, respectively.Net cash provided by financing activities for 2004 included cash drawnunder each of the 2001 Credit Agreement, the 2004 $125 millionMacAndrews & Forbes Loan (as hereinafter defined), and the TermLoan Facility under the 2004 Credit Agreement, partially offset by therepayment of borrowings under the 2001 Credit Agreement (in connectionwith the refinancing thereof), the 2004 $125 million MacAndrews &Forbes Loan, payment of the redemption price, the applicable premiumand interest in connection with the tender for and redemption ofProducts Corporation's 12% Senior Secured Notes due 2005(the "12% Senior Secured Notes") andpayment of financing costs in connection with certain amendments to the2001 Credit Agreement during 2004, the Revlon Exchange Transactions,the 2004 Credit Agreement and the tender for and redemption of the12% Senior Secured Notes. Net cash provided by financingactivities for 2003 included cash drawn under the 2001 Credit Agreementand the 2003 MacAndrews & Forbes Loans (as hereinafter defined) andnet proceeds from the 2003 Rights Offering (as hereinafter defined),partially offset by the repayment of borrowings under the 2001 CreditAgreement and payment of financing costs. Net cash provided byfinancing activities for 2002 included cash drawn under the 2001 CreditAgreement, partially offset by the repayment of borrowings under the2001 Credit Agreement and payment of financing costs.

AtDecember 31, 2004, Products Corporation had a liquidity position, ofapproximately $379, consisting of cash and cash equivalents as well asavailable borrowings from the Multi-Currency Facility (as hereinafterdefined) under the 2004 Credit Agreement and the 2004 ConsolidatedMacAndrews & Forbes Line of Credit.

2004Credit Agreement

On July 9, 2004, Products Corporation enteredinto a new credit agreement (the "2004 CreditAgreement") with certain of its subsidiaries as localborrowing subsidiaries, a syndicate of lenders, and Citicorp USA, Inc.,as multi-currency administrative agent, term loan administrative agentand collateral agent.

The 2004 Credit Agreement provides up to$960.0 and consists of an $800.0 Term Loan Facility (the"Term Loan Facility") and a $160.0asset-based multi-currency facility (the "Multi-CurrencyFacility"), the availability under which varies based uponthe borrowing base that is determined relative to the value of eligibleaccounts receivable, eligible inventory and eligible real property andequipment in the U.S. and the U.K. from time to time. ProductsCorporation may request the Multi-Currency Facility to be increasedfrom time to time in an aggregate principal amount not to exceed $50.0subject to certain exceptions and subject to the lenders'agreement. The Multi-Currency Facility is available to: (i) ProductsCorporation in revolving credit loans denominated in U.S. dollars,(ii)  Products Corporation in swing line loans denominated inU.S. dollars up to $25.0, (iii)  Products Corporation in standbyand commercial letters of credit denominated in U.S. dollars and othercurrencies up to $50.0 and (iv) Products Corporation and certain of itsinternational subsidiaries designated from time to time in revolvingcredit loans and bankers' acceptances denominated in U.S. dollarsand other currencies, in each case subject to borrowing baseavailability. If the value of the eligible assets is not sufficient tosupport the $160.0 borrowing base, Products Corporation will not havefull access to the Multi-Currency Facility. ProductsCorporation's ability to make borrowings under the Multi-CurrencyFacility is also conditioned upon the satisfaction of certainconditions precedent and Products Corporation's compliance withother convenants in the 2004 Credit Agreement, including a fixed chargecoverage ratio that applies when the excess borrowing base is less than$30.0.

Products Corporation used the $800 of proceeds fromborrowings under the Term Loan Facility to repay in full the $290.5 ofoutstanding indebtedness (including accrued interest) under ProductsCorporation's credit agreement dated November 30, 2001 and whichwas scheduled to mature on May 30, 2005 (the "2001 CreditAgreement"), to purchase and redeem in July and August2004 (the "Tender Offer") all of the $363aggregate principal amount of the 12% Senior Secured Notes for apurchase price of approximately $412.3 (including the applicablepremium and accrued interest), and to pay fees and expenses incurred inconnection with the 2004 Credit Agreement, the Tender Offer for the12% Senior Secured Notes and the Revlon Exchange Transactions,including the payment of expenses related to a refinancing thatProducts Corporation launched in May 2004 but did not consummate. Thebalance of 

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such proceeds is available to ProductsCorporation for general corporate purposes. The Multi-Currency Facilitywas undrawn at March 1, 2005.

The Multi-Currency Facility willterminate on July 9, 2009 and the loans under the Term Loan Facilitywill mature on July 9, 2010; provided that the 2004 Credit Agreementwill terminate on October 31, 2005 if the 8 1/8%Senior Notes are not repaid, redeemed, repurchased or defeased in fullon or before such date, on July 31, 2006 if the 9% Senior Notesare not repaid, redeemed, repurchased or defeased in full on or beforesuch date, and on October 30, 2007 if the 8 5/8%Senior Subordinated Notes are not repaid, redeemed, repurchased ordefeased on or before such date such that not more than $25.0 inaggregate principal amount of the 8 5/8% SeniorSubordinated Notes remain outstanding. In addition, it would be anevent of default under the 2004 Credit Agreement if Revlon, Inc. failedto undertake an approximately $110.0 equity offering and transfer thenet proceeds of such offering to Products Corporation to reduceProducts Corporation's outstanding indebtedness by March 31,2006. Although the Company intends to refinance its8 1/8% Senior Notes in the first quarter of2005, in the event the Company does not do so, it could refinance suchnotes with the proceeds of a debt or equity offering. In order tofacilitate any such refinancing that the Company may pursue through anequity offering, in March 2005, Revlon, Inc. and MacAndrews &Forbes Holdings amended MacAndrews & Forbes Holdings'obligation under the 2004 Investment Agreement to backstop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatProducts Corporation has not as of such date refinanced the8 1/8% Senior Notes and the Revlon, Inc.conducts an equity offering to effect such refinancing. (See Note 9 tothe Consolidated Financial Statements).

The 2004 CreditAgreement requires Products Corporation to comply with variousfinancial covenants and restrictions, including covenants andrestrictions relating to indebtedness, liens, investments, mergers andacquisitions, dividends and transactions with affiliates of ProductsCorporation, each of which is subject to limited exceptions.Additionally, the 2004 Credit Agreement contains financial covenantslimiting the senior secured leverage ratio of Products Corporation (theratio of Products Corporation's Senior Secured Debt to EBITDA, aseach such term is defined in the 2004 Credit Agreement) to 5.50 to 1.00for the four consecutive quarters ending during the period fromDecember 31, 2004 to September 30, 2005; 5.00 to 1.00 for the fourconsecutive quarters ending during the period from December 31, 2005 toDecember 31, 2006; and 4.50 to 1.00 for the four consecutive quartersending March 31, 2007 and each subsequent quarter until the maturitydate of the 2004 Credit Agreement, and, under circumstances when theexcess borrowing base under the Multi-Currency Facility is less than$30.0 for a period of 30 consecutive days or more, requiring ProductsCorporation to maintain a consolidated fixed charge coverage ratio (theratio of EBITDA minus Capital Expenditures to Cash Interest Expense forsuch period, as each such term is defined in the 2004 Credit Agreement)of 1.00 to  1.00.

2004 Consolidated MacAndrews &Forbes Line of Credit

On July 9, 2004, ProductsCorporation and MacAndrews & Forbes Inc. entered into an agreement,which effective as of August 10, 2004 amended, restated andconsolidated the facilities for the MacAndrews & Forbes $65 millionline of credit and the 2004 MacAndrews & Forbes $125 million termloan (as to which after the Revlon Exchange Transactions the total termloan availability was $87) into the single 2004 Consolidated MacAndrews& Forbes line of credit (the "2004 ConsolidatedMacAndrews & Forbes Line of Credit") with availabilityof $152 at March 1, 2005, the commitment under which reduces to $87 asof July 1, 2005 and terminates on December 1, 2005. Loans are availableunder the 2004 Consolidated MacAndrews & Forbes Line of Credit if(i) the Multi-Currency Facility under the 2004 Credit Agreement hasbeen substantially drawn (after taking into account anticipated needsfor Local Loans and letters of credit), (ii) such borrowing isnecessary to cause the excess borrowing base under the Multi-CurrencyFacility to remain greater than $30, (iii) additional revolving loansare not available under the Multi-Currency Facility or (iv) suchborrowing is reasonably necessary to prevent or to cure a default orevent of default under the 2004 Credit Agreement. Loans under the 2004Consolidated MacAndrews & Forbes Line of Credit bear interest(which is not payable in cash but is capitalized quarterly in arrears)at a rate per annum equal to the lesser of (a) 12.0% and (b)0.25% less than the rate payable from time to time on Eurodollarloans under the Term Loan Facility under the 2004 Credit Agreement,which on March 1, 2005 was 8.59%, provided, that at any timethat the Eurodollar Base Rate under the 2004 Credit 

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Agreement is equal to or greater than3.0%, the applicable rate to loans under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit will be equal to the lesser of(x) 12.0% and (y) 5.25% over the Eurodollar Base Ratethen in effect. In connection with the 2004 Consolidated MacAndrews& Forbes Line of Credit, on July 15, 2004, Revlon, Inc., FidelityManagement & Research Company("Fidelity") and MacAndrews & Forbesagreed to eliminate the Borrowing Limitation (as hereinafterdefined).

2004 Debt Reduction Transactions

InFebruary 2004, the Company's Board of Directors approvedagreements with Fidelity and MacAndrews & Forbes intended todramatically strengthen the Company's balance sheet. The decisionto enter into these transactions followed the announcement in December2003 that the Company's Board of Directors had authorizedmanagement to begin exploring various alternatives to strengthen theCompany's balance sheet and increase equity. Certain aspects ofthe refinancings may be subject to Board of Director, stockholder,lender, and regulatory approvals.

In March 2004, the Companyexchanged approximately $804 of Products Corporation's debt,$54.6 of Revlon, Inc. Preferred Stock and $9.9 of accrued interest for299,969,493 shares of Class A Common Stock (the "RevlonExchange Transactions"). As a result of the RevlonExchange Transactions, Revlon, Inc. reduced ProductsCorporation's debt by approximately $804 on March 25, 2004. Inaddition to the Revlon Exchange Transactions, pursuant to the 2004Investment Agreement, Revlon, Inc. is committed to conduct furtherrights and equity offerings in the amount of approximately $110 by theend of March 2006, the net proceeds of which will be transferred toProducts Corporation to reduce its debt (such equity offerings,together with the Revlon Exchange Transactions, are referred to as the"Debt Reduction Transactions"). The terms ofany other equity offerings to be undertaken in connection with the DebtReduction Transactions, including the subscription prices, will bedetermined by Revlon, Inc.'s Board of Directors at theappropriate times. (See "RecentDevelopments").

As part of the Revlon ExchangeTransactions, MacAndrews & Forbes received Class A Common Stock inrespect of any and all outstanding amounts owing to it, as of theclosing date of the Revlon Exchange Transactions, under the MacAndrews& Forbes $100 term loan (which was approximately $109.7 at March25, 2004, including accrued interest), the 2004 MacAndrews & Forbes$125 million term loan (which was approximately $38.9 at March 25,2004, including accrued interest) and approximately $24.1 ofsubordinated promissory notes. The portions of the 2004 MacAndrews& Forbes $125 million term loan and the MacAndrews & Forbes $65million line of credit (which was undrawn) not exchanged in the RevlonExchange Transactions remained available to Products Corporation,subject to the Borrowing Limitation, which was subsequently eliminated.The 2004 MacAndrews & Forbes $125 million term loan and theMacAndrews & Forbes $65 million line of credit were consolidatedinto the 2004 Consolidated MacAndrews & Forbes Line of Credit inJuly 2004. (See Note 9 to the Consolidated Financial Statements).

In another contemporaneous transaction to the Revlon ExchangeTransactions, Revlon, Inc. and Fidelity entered into a stockholdersagreement (the "Stockholders Agreement")pursuant to which, among other things, (i) Revlon, Inc. agreed tocontinue to maintain a majority of independent directors (as defined byNYSE listing standards) on its Board of Directors, as it currentlydoes; (ii) Revlon, Inc. would establish and maintain a Nominating andCorporate Governance Committee of the Board of Directors, which itformed in March 2004; and (iii) Revlon, Inc. agreed to certainrestrictions with respect to Revlon, Inc.'s conducting anybusiness or entering into any transactions or series of relatedtransactions with any of its affiliates, any holders of 10% ormore of the outstanding voting stock or any affiliates of such holders(in each case, other than its subsidiaries). The Stockholders Agreementwill terminate at such time as Fidelity ceases to be the beneficialholder of at least 5% of Revlon, Inc.'s outstanding votingstock. Also, in conjunction with the Revlon Exchange Transactions, inFebruary 2004, Products Corporation entered into various amendments toits 2001 Credit Agreement that it entered into on November 30, 2001,one of which added a new $64.4 term loan facility to the 2001 CreditAgreement (the "Exchange Bank Amendments"),which agreement was subsequently refinanced in July 2004, as discussedabove.

As a result of the consummation of the Revlon ExchangeTransactions, approximately $133.8 principal amount of the8 1/8% Senior Notes, approximately $174.5principal amount of the 9% Senior 

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Notes and approximately $322.9 principalamount of the 8 5/8% Senior Subordinated Notes(collectively, the "Revlon Exchange Notes")were exchanged for an aggregate of approximately 224.1 million sharesof Class A Common Stock, including such shares issued in exchange foraccrued interest on the Revlon Exchange Notes. Such amount of RevlonExchange Notes exchanged included approximately $1.0 of the 9%Senior Notes and approximately $286.7 of the8 5/8% Senior Subordinated Notes tendered byMacAndrews & Forbes and other entities related to it; andapproximately $85.9 of the 9% Senior Notes, approximately $77.8of the 8 1/8% Senior Notes and approximately$32.1 of the 8 5/8% Senior Subordinated Notestendered by funds and accounts managed by Fidelity.

MacAndrews& Forbes exchanged approximately $109.7 of existing indebtedness(including principal and accrued interest) under the MacAndrews &Forbes $100 million term loan (as hereinafter defined) forapproximately 43.9 million shares of Class A Common Stock,approximately $38.9 of existing indebtedness (including principal andaccrued interest) under the 2004 MacAndrews & Forbes $125 millionterm loan for approximately 15.6 million shares of Class A Common Stockand approximately $24.1of indebtedness under certain subordinatedpromissory notes payable to MacAndrews & Forbes for approximately7.2 million shares of Class A Common Stock. REV Holdings exchanged allof Revlon, Inc.'s previously outstanding Series A preferred stockfor an aggregate of approximately 8.7 million shares of Class A CommonStock and converted all of its shares of Revlon, Inc.'spreviously outstanding Series B preferred stock into 433,333 shares ofClass A Common Stock.

As of December 31, 2004, Revlon, Inc. hadoutstanding 338,867,944 shares of its Class A Common Stock and 31.25million shares of its Class B Common Stock, with MacAndrews &Forbes beneficially owning as of that date approximately 221.4 millionshares of the Common Stock (including approximately 32.6 million sharesof the Class A Common Stock beneficially owned by a family member ofthe controlling stockholder with respect to which MacAndrews &Forbes holds a voting proxy). Such shares beneficially owned byMacAndrews & Forbes as of December 31, 2004 representedapproximately 59.9% of the outstanding shares of the CommonStock and approximately 77.2% of the combined voting power ofthe Common Stock. Of the shares beneficially owned by MacAndrews &Forbes as of that date, REV Holdings owned approximately 20.8 millionshares of Class A Common Stock and 31.25 million shares of Class BCommon Stock.

In connection with consummating the RevlonExchange Transactions, Revlon, Inc. announced that its previouslyannounced plan to launch a rights offering and use the proceeds toreduce debt by a further $50 by year-end 2004 was reduced to $9.7, as aresult of $190.3 of Revlon Exchange Notes having been exchanged inexcess of the Revlon Exchange Notes committed to be exchanged byMacAndrews & Forbes and Fidelity under their respective supportagreements. This $190.3 more than satisfied Revlon, Inc.'s planto reduce debt through the Revlon Exchange Offers (as hereinafterdefined) by $150 in addition to the Revlon Exchange Notes that werecommitted to be exchanged in the support agreements with MacAndrews& Forbes and Fidelity. The $40.3 difference satisfied all but $9.7of the Company's plan to reduce debt (in addition to the RevlonExchange Notes) by a further $50 by year-end 2004. Because the costsand expenses, as well as the use of organizational resources,associated with a $9.7 rights offering would have been undulydisproportionate, Revlon, Inc.'s support agreements withMacAndrews & Forbes and Fidelity and its investment agreement withMacAndrews & Forbes (the "2004 InvestmentAgreement") relating to the Company's debt reductionplan were amended to enable Revlon, Inc. to satisfy the remaining $9.7of debt reduction as part of the final stage of the Company'sdebt reduction plan. Therefore, Revlon, Inc. now intends to conduct anequity offering of approximately $110 by the end of March 2006 and touse such proceeds to reduce Products Corporation's debt.Consistent with agreements between MacAndrews & Forbes and Revlon,Inc. entered into contemporaneously with the agreements relating to theRevlon Exchange Transactions, MacAndrews & Forbes agreed toback-stop the $110 equity offering. (See "RecentDevelopments").

Products Corporation's EBITDA(as defined in the 2001 Credit Agreement) for the four consecutivefiscal quarters ended December 31, 2003 was less than the minimum of$230 required under the 2001 Credit Agreement for that period andProducts Corporation's leverage ratio was 1.66:1.00, which was inexcess of the maximum ratio of 1.10:1.00 permitted under the 2001Credit Agreement for that period. Accordingly, Products Corporationsought and on January 28, 2004 secured an amendment to the 2001 CreditAgreement (the "January 2004 Bank Amendment")that included waivers of compliance with 

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these covenants for the four quarters endedDecember 31, 2003 and, in light of the Company's expectation thatits plan would affect Products Corporation's ability to complywith these covenants under the 2001 Credit Agreement during 2004, anamendment to eliminate the EBITDA and leverage ratio covenants of the2001 Credit Agreement for the first three quarters of 2004 and a waiverof compliance with such covenants for the four quarters ending December31, 2004 expiring on January 31, 2005. In July 2004, the 2001 CreditAgreement was repaid and refinanced with the 2004 Credit Agreement.

In December 2003, Revlon, Inc. announced that its Board of Directorsapproved two loans from MacAndrews & Forbes Holdings, one toprovide up to $100 (the "2004 MacAndrews & ForbesLoan"), if needed, to enable the Company to continue toimplement and refine its plan, and the other to provide an additional$25 (the "$25 million MacAndrews & ForbesLoan") to be used for general corporate purposes. The 2004MacAndrews & Forbes Loan and $25 million MacAndrews & ForbesLoan were consolidated into one term loan agreement (referred to hereinas the "2004 MacAndrews & Forbes $125 million termloan").

The 2004 MacAndrews & Forbes $125million term loan, as discussed in Note 9 to the Consolidated FinancialStatements, was consolidated with the MacAndrews & Forbes $65million line of credit into the 2004 Consolidated MacAndrews &Forbes Line of Credit in July 2004, with availability of $152. (SeeNote 9 to the Consolidated Financial Statements).

2003Financing Transactions

In February 2003, the Company enteredinto an investment agreement with MacAndrews & Forbes Inc. (the"2003 Investment Agreement") pursuant towhich the Company undertook and, on June 20, 2003, completed, a $50equity rights offering (the "2003 RightsOffering"), pursuant to which Revlon, Inc. issued anadditional 17,605,650 shares of its Class A Common Stock, including3,015,303 shares subscribed for by the public and 14,590,347 sharesissued to MacAndrews & Forbes Inc. in a private placement(representing the number of shares of Revlon, Inc.'s Class ACommon Stock that MacAndrews & Forbes Inc. would otherwise havebeen entitled to purchase pursuant to its basic subscription privilege,which was approximately 83% of the shares of Revlon,Inc.'s Class A Common Stock offered in the 2003 RightsOffering).

In addition, in connection with the 2003 InvestmentAgreement, MacAndrews & Forbes Inc. also made available a $100 termloan to Products Corporation (the "MacAndrews & Forbes$100 million term loan"). The MacAndrews & Forbes $100million term loan was exchanged for equity in connection with theRevlon Exchange Transactions. (See Note 9 to the Consolidated FinancialStatements).

Additionally, MacAndrews & Forbes Inc. alsoprovided Products Corporation with an additional $40 line of creditduring 2003, which amount was originally to increase to $65 on January1, 2004 (the "MacAndrews & Forbes $65 million line ofcredit") (the MacAndrews & Forbes $100 million termloan and the MacAndrews & Forbes $65 million line of credit, eachas amended, are referred to as the "2003 MacAndrews &Forbes Loans") and which was originally to be available toProducts Corporation through December 31, 2004 (which, as discussed inNote 9, was consolidated with the 2004 MacAndrews & Forbes $125million term loan into the 2004 Consolidated MacAndrews & ForbesLine of Credit in July 2004).

Sources and Uses

The Company's principal sources of funds are expected to beoperating revenues, cash on hand, funds available for borrowing underthe 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit and other permitted lines of credit. (See Note 9to the Consolidated Financial Statements). The 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit, ProductsCorporation's 8 5/8% Senior SubordinatedNotes due 2008 (the "8 5/8% SeniorSubordinated Notes"), Products Corporation's8 1/8% Senior Notes due 2006 (the"8 1/8% Senior Notes")and Products Corporation's 9% Senior Notes due 2006 (the"9% Senior Notes") contain certainprovisions that by their terms limit Products Corporation's andits subsidiaries' ability to, among other things, incuradditional debt. See "Part I, Item 1—RecentDevelopments."

The Company's principal usesof funds are expected to be the payment of operating expenses,including expenses in connection with the continued implementation of,and refinement to, the 

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Company's plan, purchases of permanentwall displays, capital expenditure requirements, payments in connectionwith the Company's restructuring programs referred to herein,debt service payments and costs and regularly scheduled pensioncontributions. Cash contributions to the Company's pension andpost-retirement benefit plans were approximately $34 in 2004 and theCompany expects them to be approximately $24 in 2005.

TheCompany has undertaken a number of programs to efficiently manage itscash and working capital including, among other things, programs tocarefully manage inventory levels, centralized purchasing to securediscounts and efficiencies in procurement, and providing additionaldiscounts to U.S. customers for more timely payment of receivables andcareful management of accounts payable.

The Company previouslyestimated that charges related to the implementation of thestabilization and growth phase of its plan would not exceed $160. TheCompany recorded charges of approximately $104 in 2002, approximately$31 in 2003 and nil in 2004 related to the implementation of thestabilization and growth phase of its plan. Cash payments related tothe foregoing charges were approximately $80 and $20 during 2003 and2004, respectively.

The Company developed a new design for itswall displays (which the Company is continuing to refine as part of theimplementation of its plan) and began installing them at certaincustomers' retail stores during 2002. While most of the new walldisplays were installed during 2002 and 2003, the Company continued toinstall the remainder of the wall displays during 2004. The Company isalso reconfiguring existing wall displays at its retail customers.Accordingly, the Company accelerated the amortization of its old walldisplays. The Company estimates that purchases of wall displays for2005 will be approximately $50 to $60. The Company estimates thatcapital expenditures for 2005 will be approximately $20 to $30.

The Company expects that operating revenues, cash on hand andfunds available for borrowing under the 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit and other permittedlines of credit will be sufficient to enable the Company to cover itsoperating expenses for 2005, including cash requirements in connectionwith the Company's operations, the continued implementation of,and refinement to, the Company's plan, cash requirements inconnection with the Company's restructuring programs referred toabove, the Company's debt service requirements and regularlyscheduled pension contributions. (See Note 9 to the ConsolidatedFinancial Statements). However, there can be no assurance that suchfunds will be sufficient to meet the Company's cash requirementson a consolidated basis. If the Company's anticipated level ofrevenue growth is not achieved because, for example, of decreasedconsumer spending in response to weak economic conditions or weaknessin the mass market cosmetics category, adverse changes in currency,increased competition from the Company's competitors, changes inconsumer purchasing habits, including with respect to shoppingchannels, or the Company's advertising and marketing plans arenot as successful as anticipated, or if the Company's expensesassociated with the continued implementation of, and refinement to, theCompany's plan exceed the anticipated level of expenses, theCompany's current sources of funds may be insufficient to meetthe Company's cash requirements.

The U.S. mass-marketcolor cosmetics category during 2004 and 2003 was softer than theCompany expected, declining by 2.5% in 2004 and 1.9% in2003. Despite this softness in the U.S. mass-market color cosmeticscategory, based upon the Company's belief that its continuedimplementation of its plan is proving effective, the Company intends tocontinue to support its plan. Additionally, in the event of a decreasein demand for Products Corporation's products, reduced sales,lack of increases in demand and sales, changes in consumer purchasinghabits, including with respect to shopping channels, and/or increasedreturns or expenses associated with the continued implementation of,and refinement to, the Company's plan exceed the Company'sexpectations, any such development, if significant, could reduceProducts Corporation's revenues and could adversely affectProducts Corporation's ability to comply with certain financialcovenants under the 2004 Credit Agreement and in such event the Companycould be required to take measures, including reducing discretionaryspending.

If the Company is unable to satisfy its cashrequirements from the sources identified above or comply with its debtcovenants, the Company could be required to adopt one or morealternatives, such as delaying the implementation of or revisingaspects of its plan, reducing or delaying purchases of wall displays oradvertising or promotional expenses, reducing or delaying capitalspending, delaying, reducing 

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or revising restructuring programs,restructuring indebtedness, selling assets or operations, seekingadditional capital contributions or loans from MacAndrews & Forbes,the Company's other affiliates or third parties, sellingadditional equity or debt securities of Revlon, Inc. (or debtsecurities of Products Corporation) or reducing other discretionaryspending. There can be no assurance that the Company would be able totake any of the actions referred to above because of a variety ofcommercial or market factors or constraints in the Company's debtinstruments, including, for example, market conditions beingunfavorable for an equity or debt offering, additional capitalcontributions or loans not being available from affiliates or thirdparties, or that the transactions may not be permitted under the termsof the Company's various debt instruments then in effect, becauseof restrictions on the incurrence of debt, incurrence of liens, assetdispositions and related party transactions. In addition, such actions,if ever taken, may not enable the Company to satisfy its cashrequirements or comply with its debt covenants if the actions do notgenerate a sufficient amount of additional capital.

The Companymay have debt maturing in 2005 if and to the extent ProductsCorporation draws under the 2004 Consolidated MacAndrews & ForbesLine of Credit. As noted in "RecentDevelopments", on March 8, 2005, Products Corporationannounced its intention to complete, in the first quarter of 2005, arefinancing of its 8 1/8% Senior Notes and9% Senior Notes due 2006, which currently have outstanding anaggregate principal amount of $116.2 and $75.5, respectively. TheCompany intends to likewise refinance Products Corporation's8 5/8% Senior Subordinated Notes, with anaggregate principal amount outstanding of $327.0, prior to theirmaturity in 2008. Under the 2004 Credit Agreement, Products Corporationmust refinance the 8 1/8% Senior Notes byOctober 31, 2005, the 9% Senior Notes by July 31, 2006 and the8 5/8% Senior Subordinated Notes by October 30,2007 (such that in the case of the 8 5/8% SeniorSubordinated Notes not more than $25.0 aggregate principal amountremains outstanding). In addition, it would be an event of defaultunder the 2004 Credit Agreement if Revlon, Inc. failed to undertake a$110.0 equity offering and transfer the net proceeds of such offeringto Products Corporation to reduce Products Corporation'soutstanding indebtedness by March 31, 2006. As of March 1, 2005,Products Corporation had drawn $800.0 under the Term Loan Facility ofthe 2004 Credit Agreement and had availability of $143.1 under theMulti-Currency Facility and $152 under the 2004 Consolidated MacAndrews& Forbes Line of Credit. (See Note 9 to the Consolidated FinancialStatements).

Revlon, Inc., as a holding company, will bedependent on the earnings and cash flow of, and dividends anddistributions from, Products Corporation to pay its expenses and to payany cash dividend or distribution on Revlon, Inc.'s Class ACommon Stock that may be authorized by the Board of Directors ofRevlon, Inc. The terms of the 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit, the8 5/8% Senior Subordinated Notes, the8 1/8% Senior Notes and the 9% SeniorNotes generally restrict Products Corporation from paying dividends ormaking distributions, except that Products Corporation is permitted topay dividends and make distributions to Revlon, Inc. to enable Revlon,Inc., among other things, to pay expenses incidental to being a publicholding company, including, among other things, professional fees suchas legal and accounting fees, regulatory fees such as Commission filingfees and other miscellaneous expenses related to being a public holdingcompany and, subject to certain limitations, to pay dividends or makedistributions in certain circumstances to finance the purchase byRevlon, Inc. of its Class A Common Stock in connection with thedelivery of such Class A Common Stock to grantees under the Amended andRestated Revlon, Inc. Stock Plan (the "StockPlan").

As a result of the closing of the RevlonExchange Transactions (see "— Debt ReductionTransactions and Related Agreements — Debt ReductionTransactions"), as of the end of March 25, 2004, Revlon,Inc., Products Corporation and their U.S. subsidiaries were no longerincluded in the MacAndrews & Forbes Holdings consolidated group(the "MacAndrews & Forbes Group") forfederal income tax purposes. The MacAndrews & Forbes Tax SharingAgreement (as defined below) will remain in effect solely for taxableperiods beginning on or after January 1, 1992, through and includingMarch 25, 2004. In these taxable periods, Revlon, Inc. and ProductsCorporation were included in the MacAndrews & Forbes Group, andRevlon, Inc.'s and Products Corporation's federal taxableincome and loss were included in such group's consolidated taxreturn filed by MacAndrews & Forbes Holdings. Revlon, Inc. andProducts Corporation were also included in certain state and local taxreturns of MacAndrews & Forbes Holdings or its subsidiaries. InJune 1992, Revlon Holdings (as hereinafter defined), Revlon, Inc.,

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Products Corporation and certain of itssubsidiaries, and MacAndrews & Forbes Holdings entered into a taxsharing agreement (as subsequently amended and restated, the"MacAndrews & Forbes Tax SharingAgreement"), pursuant to which MacAndrews & ForbesHoldings agreed to indemnify Revlon, Inc. and Products Corporationagainst federal, state or local income tax liabilities of theMacAndrews & Forbes Group (other than in respect of Revlon, Inc.and Products Corporation) for taxable periods beginning on or afterJanuary 1, 1992 during which Revlon, Inc. and Products Corporation or asubsidiary of Products Corporation was a member of such group. Pursuantto the MacAndrews & Forbes Tax Sharing Agreement, for all suchtaxable periods, Products Corporation was required to pay to Revlon,Inc., which in turn was required to pay to Revlon Holdings, amountsequal to the taxes that Products Corporation would otherwise have hadto pay if it were to file separate federal, state or local income taxreturns (including any amounts determined to be due as a result of aredetermination arising from an audit or otherwise of the consolidatedor combined tax liability relating to any such period which wasattributable to Products Corporation), except that Products Corporationwas not entitled to carry back any losses to taxable periods endingprior to January 1, 1992. No payments were required by ProductsCorporation or Revlon, Inc. if and to the extent Products Corporationwas prohibited under the terms of its 2004 Credit Agreement from makingtax sharing payments to Revlon, Inc. The 2004 Credit Agreementprohibits Products Corporation from making such tax sharing paymentsunder the MacAndrews & Forbes Tax Sharing Agreement other than inrespect of state and local income taxes. The MacAndrews & ForbesTax Sharing Agreement was amended, effective as of January 1, 2001, toeliminate a contingent payment to Revlon, Inc. under certaincircumstances in return for a $10 million note with interest at12% and interest and principal payable by MacAndrews &Forbes Holdings on December 31, 2005. As a result of tax net operatinglosses and prohibitions under the 2004 Credit Agreement, there were nofederal tax payments or payments in lieu of taxes pursuant to theMacAndrews & Forbes Tax Sharing Agreement in respect of 2004.

Following the closing of the Revlon Exchange Transactions, Revlon,Inc. became the parent of a new consolidated group for federal incometax purposes and Products Corporation's federal taxable incomeand loss will be included in such group's consolidated taxreturns. Accordingly, Revlon, Inc. and Products Corporation enteredinto a new tax sharing agreement (the "Revlon Tax SharingAgreement") pursuant to which Products Corporation will berequired to pay to Revlon, Inc. amounts equal to the taxes thatProducts Corporation would otherwise have had to pay if ProductsCorporation were to file separate federal, state or local income taxreturns, limited to the amount, and payable only at such times, asRevlon, Inc. will be required to make payments to the applicable taxingauthorities. The 2004 Credit Agreement does not prohibit payments fromProducts Corporation to Revlon, Inc. to the extent required under theRevlon Tax Sharing Agreement. As a result of tax net operating losses,we expect that there will be no federal tax payments or payments inlieu of taxes by Products Corporation to Revlon, Inc. pursuant to theRevlon Tax Sharing Agreement in respect of 2004.

As a result ofdealing with suppliers and vendors in a number of foreign countries,Products Corporation enters into foreign currency forward exchangecontracts and option contracts from time to time to hedge certain cashflows denominated in foreign currencies. There were foreign currencyforward exchange contracts with a notional amount of $31.5 outstandingat December 31, 2004. The fair value of foreign currency forwardexchange contracts outstanding at December 31, 2004 was$(2.3).

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Disclosures about ContractualObligations and Commercial Commitments

The following tableaggregates all contractual commitments and commercial obligations thataffect the Company's financial condition and liquidity positionas of December 31,2004:

|                                         |  |                                           |  |                  |  |          |  |                                      |  |                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|-----------------------------------------|--|-------------------------------------------|--|------------------|--|----------|--|--------------------------------------|--|--------------------------------------|--|--|--|--|--|--|--|--|--|--|--|--|
|                                    |  | PaymentsDue by Period(dollars inmillions) |
| ContractualObligations                  |  | Total                                     |  | Less than 1 year |  | 1-3years |  | 4-5 years                            |  | After 5years                         |
| Long-termDebt, Including CurrentPortion |  | $1,318.7                                  |  | $10.5            |  | $534.2   |  | $774.0                               |  |                                 |
| Intereston Long-term Debt(a)            |  | 461.6                                     |  | 108.4            |  | 257.2    |  | 96.0                                 |  |
| CapitalLeaseObligations                 |  | 5.9                                       |  | 1.6              |  | 4.3      |  |                                 |  |                                 |
| OperatingLeases                         |  | 145.5                                     |  | 15.5             |  | 47.0     |  | 28.6                                 |  | $54.4                                |
| PurchaseObligations(b)                  |  | 30.1                                      |  | 30.1             |  |     |  |                                 |  |                                 |
| OtherLong-term Obligations (c)          |  | 58.0                                      |  | 49.8             |  | 8.2      |  |        |  |        |
| TotalContractual CashObligations        |  | $2,019.8                                  |  | $215.9           |  | $850.9   |  | $898.6                               |  | $54.4                                |
|                                         |

|     |                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Consistsof interest on the 8 1/8% Senior Notes,9% Senior Notes, 8 5/8% SeniorSubordinated Notes and the $800 Term Loan Facility under the 2004Credit Agreement through the respective maturity dates based uponassumptions regarding the amount of debt outstanding under the 2004Credit Agreement and assumed interest rates. |

|     |                                                                                                                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Consists of purchasecommitments for finished goods, raw materials, components and servicespursuant to enforceable and legally binding obligations which includeall significant terms, including fixed or minimum quantities to bepurchased; fixed, minimum or variable price provisions; and theapproximate timing of the transaction. |

|     |                                                                                                                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Consists primarily ofobligations related to advertising, insurance, employment contracts andother personnel service contracts. Such amounts exclude severance andother contractual commitments related to restructuring, which arediscussed under "RestructuringCosts". |

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions,arrangements, obligations or other relationships with unconsolidatedentities or others that are reasonably likely to have a materialcurrent or future effect on the Company's financial condition,changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

In December 2004, the FASBissued SFAS No.  123 (revised 2004), "Share-BasedPayment," an amendment to FASB Statements Nos.  123and 95 ("SFAS No.  123(R)"), whichreplaces SFAS No.  123, and supercedes APB Opinion No.  25,"Accounting for Stock Issued to Employees."SFAS No.  123(R) requires all share-based payments to employees,including grants of employee stock option, to be recognized in thefinancial statements based on their fair values beginning with thefirst interim or annual period after June  15, 2005, with earlyadoption encouraged. The pro forma disclosures previously permittedunder SFAS No.  123 no longer will be an alternative to financialstatement recognition. The Company is required to adopt SFAS No.123(R) in the third quarter of fiscal 2005, beginning July  1,2005. Under SFAS No.  123(R), the Company must determine theappropriate fair value model to be used for valuing share-basedpayments, the amortization method for compensation cost and thetransition method to be used at the date of adoption. The transitionmethods are either a prospective method or a retroactive 

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method. Under the retroactive method, priorperiods may be restated either as of the beginning of the year ofadoption or for all periods presented. The prospective method requiresthat compensation expense be recorded for all unvested stock optionsand restricted stock at the beginning of the first quarter of adoptionof SFAS No.  123(R), while the retroactive method would recordcompensation expense for all unvested stock options and restrictedstock beginning with the first period restated. The Company isevaluating the requirements of SFAS No.  123(R) and expects thatthe adoption of SFAS No.  123(R) will have a material impact onthe Company's consolidated results of operations and earnings pershare. The Company is currently evaluating the impact of SFAS123(R) and has not yet determined the method of adoption or the effectof adopting SFAS  123 (R), and it has not determined whether itsadoption will result in amounts in future period that are similar tothe Company's current pro forma disclosures under SFAS No.123.

In December 2004, the FASB issued SFAS No. 153,"Exchanges of Nonmonetary Assets - An Amendment of APBOpinion No. 29, Accounting for Nonmonetary Transactions"("SFAS No. 153"). SFAS No. 153 eliminates theexception from fair value measurement for nonmonetary exchanges ofsimilar productive assets in paragraph 21(b) of APB Opinion No. 29,"Accounting for Nonmonetary Transactions,"and replaces it with an exception for exchanges that do not havecommercial substance. SFAS No. 153 specifies that a nonmonetaryexchange has commercial substance if the future cash flows of theentity are expected to change significantly as a result of theexchange. SFAS No. 153 is effective for the fiscal periods beginningafter June 15, 2005 and is required to be adopted by the Companybeginning on January 1, 2006. The provisions of this statement will beapplied prospectively. The Company is currently evaluating the impactof SFAS No. 153 and does not expect that its adoption of SFAS No. 153will have a material impact on its consolidated results of operationsand financial condition.

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

 InMay  2004, the FASB issued FASB Staff Position No.  106-2("FSP 106-2"), "Accounting andDisclosure Requirements Related to the Medicare Prescription Drug,Improvement and Modernization Act of 2003" which providesguidance on the accounting for the effects of the Medicare Act. FSP No.106-2, which requires measurement of the Accumulated PostretirementBenefit Obligation ("APBO") and net periodicpostretirement benefit cost to reflect the effects of the Medicare Act,supercedes FSP 106-1. FSP 106-2 is effective for interim or annualperiods beginning after June 15, 2004. Adoption of FSP 106-2 did nothave a material impact on the Company's consolidated results ofoperations and financial condition.

Inflation

Ingeneral, the Company's costs are affected by inflation and theeffects of inflation may be experienced by the Company in futureperiods. Management believes, however, that such effects have not beenmaterial to the Company during the past three years in the UnitedStates and in foreign non-hyperinflationary countries. The Companyoperates in certain countries around the world, such as Argentina,Brazil, Venezuela and Mexico that have in the past experiencedhyperinflation. In hyperinflationary foreign countries, the Companyattempts to mitigate the effects of inflation by increasing prices inline with inflation, where possible, and efficiently managing itsworking capital levels.

Subsequent Events

See"Part I, Item 1—RecentDevelopments."

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Item 7A.    Quantitative andQualitative Disclosures About Market Risk

Interest RateSensitivity

The Company has exposure to changing interestrates, primarily in the U.S. under the Term Loan Facility andMulti-Currency Facility of the 2004 Credit Agreement. TheCompany's policy is to manage interest rate risk through the useof a combination of fixed and floating rate debt. The Company from timeto time makes use of derivative financial instruments to adjust itsfixed and floating rate ratio. There were no such derivative financialinstruments outstanding at December 31, 2004. The table below providesinformation about the Company's indebtedness that is sensitive tochanges in interest rates. The table presents cash flows with respectto principal on indebtedness and related weighted average interestrates by expected maturity dates. Weighted average variable rates arebased on implied forward rates in the yield curve at December 31, 2004.The information is presented in U.S. dollar equivalents, which is theCompany's reporting currency.

Exchange RateSensitivity

The Company manufactures and sells its products ina number of countries throughout the world and, as a result, is exposedto movements in foreign currency exchange rates. In addition, a portionof the Company's borrowings are denominated in foreigncurrencies, which are also subject to market risk associated withexchange rate movement. The Company from time to time hedges majorforeign currency cash exposures generally through foreign exchangeforward and option contracts. The contracts are entered into with majorfinancial institutions to minimize counterparty risk. These contractsgenerally have a duration of less than twelve months and are primarilyagainst the U.S. dollar. In addition, the Company enters into foreigncurrency swaps to hedge intercompany financing transactions. TheCompany does not hold or issue financial instruments for tradingpurposes.

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The following tablepresents the information required by Item 7A of Form 10-K as ofDecember 31, 2004:

|                                                 |  |                                                      |        |         |  |                        |        |         |  |        |        |            |  |        |        |         |  |        |        |         |  |        |        |         |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------|--|------------------------------------------------------|--------|---------|--|------------------------|--------|---------|--|--------|--------|------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                            |  | Expectedmaturity date for the year ended December31, |        |    |  | Fair ValueDec. 31,2004 |
|                                            |  | 2005                                                 |        | 2006    |  | 2007                   |        | 2008    |  | 2009   |        | Thereafter |  | Total  |        |
|                                            |  | (dollarsin millions)                                 |
| **Debt**                                        |  |                                                 |   |    |  |
| Short-termvariable rate (variouscurrencies)     |  | $                                                    | 36.6   |    |  |                   |   |    |  |   |   |       |  |   |   |    |  |   |   |    |  |   |   |    |  | $      | 36.6    |   |  | $      | 36.6    |   |
| Averageinterest rate(a)                         |  |                                                 | 4.3    | %  |  |                   |   |    |  |   |   |       |  |   |   |    |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |   |
| Long-termfixed rate — third party($US)    |  |                                                 | 8.5    |    |  | $                      | 183.2  |    |  | $      | 327.0  |       |  |   |   |    |  |   |   |    |  |   |   |    |  |   | 518.7   |   |  |   | 480.4   |   |
| Averageinterestrate                             |  |                                                 | 8.1    | %  |  |                   | 8.5    | %  |  |   | 8.6    | %     |  |   |   |    |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |   |
| Long-termvariable rate — third party($US) |  |                                                 | 2.0    |    |  |                   | 8.0    |    |  |   | 8.0    |       |  | $      | 8.0    |    |  | $      | 8.0    |    |  | $      | 766.0  |    |  |   | 800.0   |   |  |   | 800.0   |   |
| Averageinterest rate(a)                         |  |                                                 | 10.2   | %  |  |                   | 10.2   | %  |  |   | 10.2   | %     |  |   | 10.2   | %  |  |   | 10.2   | %  |  |   | 10.2   | %  |  |   |    |   |  |   |    |   |
| Totaldebt                                       |  | $                                                    | 47.1   |    |  | $                      | 191.2  |    |  | $      | 335.0  |       |  | $      | 8.0    |    |  | $      | 8.0    |    |  | $      | 766.0  |    |  | $      | 1,355.3 |   |  | $      | 1,317.0 |   |
|                                            |  |                                                 |   |    |  |                   |   |    |  |   |   |       |  |   |   |    |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |   |
|                                                 |

|                                               |  |                              |        |        |  |        |        |        |  |        |        |        |  |                                   |        |                             |  |                         |        |        |  |        |        |        |  |        |      |        |  |        |      |        |  |        |         |         |  |  |
|-----------------------------------------------|--|------------------------------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|-----------------------------------|--------|-----------------------------|--|-------------------------|--------|--------|--|--------|--------|--------|--|--------|------|--------|--|--------|------|--------|--|--------|---------|---------|--|--|
|                                          |  | Average Contractual Rate$/FC |        |   |  |   |        |   |  |   |        |   |  | OriginalUS Dollar Notional Amount |        | Contract Value Dec.31, 2004 |  | Fair Value Dec. 31,2004 |
| **ForwardContracts**                          |  |
| Sell Hong Kong Dollars/BuyUSD                 |  |                         | 0.1286 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  | $      | 0.3  |   |  | $      | 0.3  |   |  | $      | — |    |
| BuyEuros/SellUSD                              |  |                         | 1.1939 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 1.0  |   |  |   | 1.1  |   |  |   | 0.1     |    |
| SellBritish Pounds/BuyUSD                     |  |                         | 1.8288 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 6.3  |   |  |   | 6.1  |   |  |   | (0.2    | )  |
| SellAustralian Dollars/BuyUSD                 |  |                         | 0.7265 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 11.0 |   |  |   | 10.3 |   |  |   | (0.7    | )  |
| SellCanadian Dollars/BuyUSD                   |  |                         | 0.7488 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 3.9  |   |  |   | 3.5  |   |  |   | (0.4    | )  |
| SellSouth African Rand/BuyUSD                 |  |                         | 0.1516 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 7.0  |   |  |   | 5.9  |   |  |   | (1.1    | )  |
| BuyAustralian Dollars/Sell New ZealandDollars |  |                         | 1.1222 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 0.9  |   |  |   | 0.9  |   |  |   | — |    |
| BuyBritish Pounds/SellEuros                   |  |                         | 0.6802 |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  |   | 1.1  |   |  |   | 1.1  |   |  |   | — |    |
| Totalforwardcontracts                         |  |                         |   |   |  |   |   |   |  |   |   |   |  |                              |   |                        |  |                    |   |   |  |   |   |   |  | $      | 31.5 |   |  | $      | 29.2 |   |  | $      | (2.3    | )  |
|                                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (a) | Weighted average variable rates are based upon implied forwardrates from the yield curves at December 31, 2004. |

Item8.     Financial Statements and Supplementary Data

Reference is made to the Index on page F-1 of the ConsolidatedFinancial Statements of the Company and the Notes thereto containedherein.

Item 9.     Changes in and Disagreements withAccountants on Accounting and Financial Disclosure

Notapplicable.

Item 9A.    Controls and Procedures

**(a)**    **Disclosure Controls andProcedures.**    The Company maintains disclosure controls andprocedures that are designed to ensure that information required to bedisclosed in the Company's reports under the Exchange Act isrecorded, processed, summarized and reported within the time periodsspecified in the SEC's rules and forms, and that such informationis accumulated and communicated to management, including theCompany's Chief Executive Officer and Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosure.The Company's management, with the 

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participation of the Company's ChiefExecutive Officer and Chief Financial Officer, has evaluated theeffectiveness of the Company's disclosure controls and proceduresas of the end of the fiscal year covered by this Annual Report on Form10-K/A. As described below under Management's Annual Report onInternal Control over Financial Reporting, the Company has identified amaterial weakness in the Company's internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)). As a result of this material weakness, the Company'sChief Executive Officer and Chief Financial Officer have concludedthat, as of the end of the period covered by this Annual Report on Form10-K/A, the Company's disclosure controls and procedures were noteffective.

In light of this material weakness, in preparing itsfinancial statements as of and for the fiscal year ended December 31,2004, the Company performed additional analyses and other post-closingprocedures pertaining to sales return estimates in an effort to ensurethe Company's consolidated financial statements included in ourAnnual Report on Form 10-K (and in this Annual Report on Form 10-K/A)for the fiscal year ended December 31, 2004 have been prepared inaccordance with generally accepted accounting principles. KPMGLLP's report, dated March 9, 2005, expressed an unqualifiedopinion on our consolidated financial statements. Additionally, duringthe first quarter of 2005, we implemented additional controls andprocedures, as discussed below in paragraph (d) of this Item 9A, thatwe believe will remediate this weakness.

**(b)    ****Management's Annual Report on InternalControl over Financial Reporting.**    The Company'smanagement is responsible for establishing and maintaining adequateinternal control over financial reporting. The Company's internalcontrol system was designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation and fairpresentation of published financial statements in accordance withgenerally accepted accounting principles and includes those policiesand procedures that:

|              |                                                                                                                                             |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| •  | pertain to themaintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of itsassets; |

|              |                                                                                                                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that its receipts and expenditures are being made onlyin accordance with authorizations of its management and directors;and |

|              |                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition,use or disposition of the Company's assets that could have amaterial effect on its financial statements. |

Because of itsinherent limitations, internal control over financial reporting may notprevent or detect misstatements. Management's projections of anyevaluation of the effectiveness of internal control over financialreporting as to future periods are subject to the risks that controlsmay become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures maydeteriorate.

A material weakness is a significant deficiency, orcombination of significant deficiencies, that results in more than aremote likelihood that a material misstatement of the annual or interimfinancial statements will not be prevented or detected. A significantdeficiency is a control deficiency, or combination of controldeficiencies, that adversely affects the Company's ability toinitiate, authorize, record, process, or report external financialinformation reliably in accordance with generally accepted accountingprinciples such that there is more than a remote likelihood that amisstatement of the Company's annual or interim financialstatements that is more than inconsequential will not be prevented ordetected.

The Company's management assessed theeffectiveness of the Company's internal control over financialreporting as of December 31, 2004 and in making this assessment usedthe criteria set forth by the Committee of Sponsoring Organizations ofthe Treadway Commission in Internal Control-Integrated Framework inaccordance with the standards of the Public Company AccountingOversight Board (United States). This assessment identified adeficiency in the Company's policies and procedures related tothe periodic review and validation of the data input and outputs usedin the Company's estimates of 

35

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the reserves for sales returns in the U.S. Asa result of this deficiency, an error in accounting for the reserve forsales returns in the U.S. as of December 31, 2004 occurred and was notdetected by the Company. In this specific instance, performance of theCompany's review procedures did not identify the omission ofinventory located at certain stores acquired by a customer in 2004.This deficiency constituted a material weakness in the Company'sinternal control over financial reporting as of December 31, 2004.

Revlon, Inc.'s management determined that, because of thematerial weakness described above, as of December 31, 2004, theCompany's internal control over financial reporting was noteffective.

KPMG LLP, the Company's independent registeredpublic accounting firm that audited the Company's financialstatements included in this Annual Report on Form 10-K/A for the periodended December 31, 2004, has issued an audit report onmanagement's assessment of the Company's internal controlover financial reporting. This report appears on page F-3.

**(c)**    **Changes in Internal Control Over FinancialReporting.**    There have not been any changes in theCompany's internal control over financial reporting during thefiscal quarter ended December 31, 2004 that have materially affected,or are reasonably likely to materially affect, the Company'sinternal control over financial reporting. As described above inparagraph (b) of Item 9A under Management's Annual Report onInternal Control over Financial Reporting, the Company identified amaterial weakness in the Company's internal control overfinancial reporting and, as described below in paragraph (d) of thisItem 9A, the Company made changes to its internal control overfinancial reporting during the first quarter of 2005 that are intendedto remediate such weakness.

**(d)**    **Remediationof the Material Weakness in Internal Control over FinancialReporting.**    As described above, management'sassessment of its internal control over financial reporting identifieda material weakness in the Company's internal control overfinancial reporting related to the Company's review andvalidation of the data input and outputs used in the estimates ofreserves for sales returns in the U.S. Specifically, in 2004, an errorof approximately $1.2 million in the estimate of the sales returncalculation for one of the Company's large U.S. customers was notdetected. The customer in question acquired a significant number ofstores in 2004 and inventory of certain of those newly-acquired storelocations was not included in the data made available to the Companyfor estimating the reserves for sales returns. As a result, during its2004 year end closing, the Company understated its estimates of thesales returns related to these newly-acquired stores by approximately$1.2 million. Our aggregate sales returns reserve in the U.S. for thefull fiscal year ended December 31, 2004 was approximately $83 million.Although this control deficiency resulted in the error identifiedabove, it did not result in a material misstatement of our consolidatedfinancial statements as of and for the year ended December 31, 2004 orfor the interim periods within that year.

To remediate thismaterial weakness, in the first quarter of 2005, management implementeda remediation program, including the establishment of additionalcontrols, to strengthen its internal control process with respect tothe sales return calculation. This program and controls currentlyinclude, among other things, the adoption of policies pursuant to whichthe following procedures will be performed:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.  | In order to facilitate the estimate of salesreturns in the future, following a merger, acquisition or consolidationtransaction involving significant customers, the Company's salesforce will provide inventory and point of sale information for each ofthe customers involved in the transaction to provide a base line toestimate sales returns. The Company will then prepare a reconciliationbetween the base line information and the sales return estimation forthe combined customers after giving effect to the transaction. |

|          |                                                                                                                                                                                                                                                                               |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | The Company will analyze separately inventoryand/or point of sale information that are maintained on differentsystems of significant customers involved in a merger, acquisition orconsolidation transaction and will separately estimate returns for eachof those customers. |

|          |                                                                                                                             |
|----------|-----------------------------------------------------------------------------------------------------------------------------|
| 3.  | The Company willenhance documentation and formal validation of key data and assumptionsused to calculate the sales returns. |

|          |                                                                                                                                                                                                                                         |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.  | TheCompany will formalize the analytical validation by accountingpersonnel of the sales return calculation for significant customers.This analysis will be reviewed and approved by both senior finance andsales department executives. |

36

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Management believes that these actions andcontrols will strengthen our disclosure controls and procedures, aswell as our internal control over financial reporting, and willremediate the material weakness that the Company identified in itsinternal control over financial reporting as of December 31, 2004. Wehave discussed this material weakness and our remediation program withour Audit Committee.

Item 9B.    Other Information

At a meeting on March  7, 2005, the Compensation and StockPlan Committee of the Board of Directors of Revlon, Inc. determined theextent to which objective, performance-based criteria established inearly 2004 by the Compensation and Stock Plan Committee in respect of2004 had been satisfied, and approved partial cash bonus payouts underthe Company's Executive Bonus Plan in place during 2004 based onthe final results for 2004. Information regarding cash bonus paymentsfor 2004 to Named Executive Officers (as defined below) of the Companyis set forth in The Summary Compensation Table in Part III, Item 11.(Executive Compensation) of this Form 10-K.

On March  7,2005, the Company entered into a Second Amendment (the‘‘Second Amendment’’) to the 2004 InvestmentAgreement with MacAndrews & Forbes pursuant to which the partiesaccelerated from March  31, 2006 to October  31, 2005MacAndrews & Forbes' obligation under the 2004 InvestmentAgreement to back-stop a $109.7 equity offering to be conducted byRevlon, Inc. if Products Corporation has not as of October  31,2005 refinanced the 8 1/8% Senior Notes andRevlon, Inc. conducts an equity offering to effect such refinancing.For a description of the material terms of the 2004 InvestmentAgreement and the Second Amendment, see "Part I, Item1—Recent Developments" and ‘‘PartIII, Item  13 — Certain Relationships and RelatedTransactions — Debt Reduction Transactions and Related Agreements— Certain Agreements Relating to the Debt Reduction Transactions— 2004 Investment Agreement.’’ A copy of the SecondAmendment is attached to this Form  10-K as Exhibit  10.31and the terms of the Second Amendment are incorporated herein byreference.

Forward Looking Statements

ThisAnnual Report on Form 10-K for the year ended December 31, 2004, aswell as other public documents and statements of the Company, containforward-looking statements that involve risks and uncertainties, whichare based on estimates, objectives, visions, projections, forecasts,plans, strategies, beliefs, intent, opportunities, drivers,destinations and expectations of the Company’s management. TheCompany's actual results may differ materially from thosediscussed in such forward-looking statements. Such statements include,without limitation, the Company's expectations and estimates(whether qualitative or quantitative) asto:

|           |                                                                                                                                                                                                                                                                                                           |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | the Company's futurefinancial performance, including the Company's belief that itsplan is proving effective and that it has strengthened itsorganizational capability (and its expectation to continue to do so in2005) and that it has strengthened its relationships with its keyretailers in the U.S.; |

|            |                                                                                                                                                                                                                                                                                                                    |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | theeffect on sales of political and/or economic conditions, politicaluncertainties, military actions, terrorist activities, adverse currencyfluctuations, competitive activities, weak economic conditions,category weakness and changes in consumer purchasing habits, includingwith respect to shoppingchannels; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | the charges and thecash costs resulting from implementing and refining the Company'splan and the timing of such costs, including the Company's beliefthat the continued implementation and refinement to its plan couldinclude taking advantage of opportunities to reposition, repackageand/or reformulate one or more of its brands or product lines and/orlaunching new brands or product lines and/or further refining itsapproach to retail merchandising, any of which, whose intended purposewould be to create value through profitable growth, could result in theCompany making investments and/or recognizing charges related toexecuting against opportunities and the Company's expectationthat it will complete its advertising review in the first quarter of2005; |

37

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | theCompany's plans regarding the continued growth momentum andaccelerated growth phase of its plan, including the Company'splans to capitalize on the actions taken during the stabilization andgrowth phase of its plan, with the objective of increasing revenues andachieving profitability over the long term, by refining and adding toits plan, such as developing and implementing the Company'sproductivity initiatives, and the Company's expectation that suchactions would help it achieve the objective of balancing top-linegrowth with improved operatingmargins; |

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

|            |                                                                                                       |
|------------|-------------------------------------------------------------------------------------------------------|
| (vi)  | the Company'splans to continue to increase the effectiveness and reduce the cost ofits display walls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | theCompany's plans to drive efficiencies across its overall supplychain, including reducing manufactory costs by streamlining componentsand sourcing strategically and rationalizing its supply chain inEurope, the Company's plan to transition its Europeanmanufacturing from COSi primarily to the Company's Oxford, NorthCarolina facility and to secure warehousing and distribution servicesfrom third parties in the U.K, and its expectation that such transitionwill not result in any disruption to its supplychain; |

|              |                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------|
| (viii)  | the Company'splans to optimize the effectiveness of its marketing, includingadvertising and media, andpromotions; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | the Company'splans to strengthen its balance sheet and capital structure, includingits plans to refinance Products Corporation's8 1/8% Senior Notes and 9% Senior Notesin the first quarter of 2005 and Products Corporation’s8 5/8% Senior Subordinated Notes by October 30,2007 prior to their maturity, and Revlon, Inc.'s plans, ifProducts Corporation does not refinance the8 1/8% Senior Notes in the first quarter of 2005,to refinance such notes with the proceeds of a debt or equity offeringto be conducted by Revlon, Inc., by October 31, 2005 and, absent anysuch equity offering Revlon, Inc.'s plans to conduct furtherrights and equity offerings in the amount of approximately $110 by theend of March 2006, the net proceeds of which would be transferred toProducts Corporation to reduce its debt; |

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

|            |                                                                                                                                                                                                                                                                                                                                                    |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | operating revenues,cash on hand and availability of borrowings under ProductsCorporation's 2004 Credit Agreement, the 2004 ConsolidatedMacAndrews & Forbes Line of Credit and other permitted lines ofcredit being sufficient to satisfy the Company's operatingexpenses in 2005, including cash requirements referred to in item(xiii) below; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | theavailability of funds from Products Corporation's 2004 CreditAgreement, the 2004 Consolidated MacAndrews & Forbes Line of Creditand other permitted lines of credit, restructuring indebtedness,selling assets or operations, capital contributions and/or loans fromMacAndrews & Forbes, the Company's other affiliates and/orthird parties and/or the sale of additional equity or debt securitiesof Revlon, Inc. (or debt securities of Products Corporation); |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the Company's uses offunds, including amounts required for the payment of operatingexpenses, including expenses in connection with the continuedimplementation of, and refinement to, the Company's plan,payments in connection with the Company's purchases of permanentwall displays, capital expenditures, restructuring programs, debtservice payments and regularly scheduled pension contributions, and itsestimates of operating expenses, working capital expenses, wall displaycosts, capital expenditures, cash contributions to the Company'spension plans and post-retirement benefit plans, debt service payments(including payments required under Products Corporation's debtinstruments) and charges in connection with the Company's growthplan; |

38

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

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

|             |                                                                                                                                          |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | theCompany's estimates of the amount of U.S. federal net operatinglosses and the alternative minimum tax losses available to theCompany; |

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

|               |                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | Revlon,Inc.'s belief that the remediation program that it has undertakento date to remediate the material weakness that it identified in itsinternal control over financial reporting will prove effective,including the Company's belief that its remediation program willstrengthen its disclosure controls and procedures and internal controlprocess with respect to its sales return calculations. |

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

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | unanticipatedcircumstances or results affecting the Company's financialperformance, including decreased consumer spending in response to weakeconomic conditions or weakness in the category, changes in consumerpreferences, such as reduced consumer demand for the Company'scolor cosmetics and other current products, changes in consumerpurchasing habits, including with respect to shopping channels, andactions by the Company's competitors, including businesscombinations, technological breakthroughs, new products offerings,promotional spending and marketing and promotional successes, includingincreases in marketshare; |

|            |                                                                                                                                                                                                                                                                                                     |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | the effects of andchanges in political and/or economic conditions, including inflation,monetary conditions, military actions, terrorist activities, consumerpurchasing habits, including with respect to shopping channels, and intrade, monetary, fiscal and tax policies in internationalmarkets; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | unanticipated costsor difficulties or delays in completing projects associated with thecontinued implementation of, and refinement to, the Company'splan or lower than expected revenues or inability to achieveprofitability over the long term as a result of such plan, includinglower than expected sales, or higher than expected costs, arising fromany repositioning, repackaging and/or reformulating of one or more ofthe Company's brands or product lines and/or launching of newbrands or product lines and/or further refining its approach to retailmerchandising or difficulties or delays in completing its advertisingreview during the first quarter of 2005; |

39

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | difficulties,delays or unanticipated costs in implementing the Company's plansregarding the continued growth momentum and accelerated growth phase ofits plan, including difficulties, delays or unanticipated costs intaking actions to capitalize on the actions taken during thestabilization and growth phase of its plan, which could affect theCompany's ability to increase revenues and achieve profitabilityover the long term, as well as difficulties, delays or unanticipatedcosts related to the Company's actions to refine and add to itsplan, such as developing and implementing the Company'sproductivity initiatives, which could affect the Company'sability to achieve its objective of balancing top-line growth withimproved operatingmargins; |

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

|            |                                                                                                                                                                  |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | difficulties, delaysor unanticipated costs in implementing the Company's plans tocontinue to increase the effectiveness and reduce the cost of itsdisplay walls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | difficulties,delays or unanticipated costs in implementing the Company's plansto drive efficiencies across its overall supply chain, includingreducing manufactory costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, includingunexpected difficulties, delays, unanticipated costs or disruptions inconnection with its plans to transition European manufacturing fromCOSi primarily to the Company's Oxford, North Carolina facilityand to secure warehousing and distribution services from third partiesin the U.K.; |

|              |                                                                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (viii)  | difficulties,delays or unanticipated costs in implementing the Company's plansto optimize the effectiveness of its marketing, including advertisingand media, andpromotions; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | difficulties,delays or unanticipated costs in, or the Company's inability toconsummate, transactions to strengthen its balance sheet and capitalstructure, including difficulties, delays or the inability of theCompany to refinance certain of Products Corporation's debt,including its plans to refinance Products Corporation's8 1/8% Senior Notes and 9% Senior Notesin the first quarter of 2005 and Products Corporation’s8 5/8% Senior Subordinated Notes by October 30,2007 prior to their maturity, and the Company's plans, ifProducts Corporation does not refinance the8 1/8% Senior Notes in the first quarter of2005, to refinance such notes with the proceeds of a debt or equityoffering to be conducted by Revlon, Inc. by October 31, 2005 and,absent any such equity offering, Revlon, Inc.’s plans to conductfurther rights and equity offerings to reduce ProductsCorporation's debt in the amount of approximately $110 by the endof March 2006, as well as the inability to issue equity or debtsecurities, including Revlon, Inc. Class A Common Stock, for cash or inexchange for Products Corporation’s indebtedness anddifficulties, delays or the inability of the Company to consummate theremaining Debt ReductionTransactions; |

|           |                                                                                                                                                  |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (x)  | difficulties,delays or unanticipated costs or less than expected savings and otherbenefits resulting from the Company's restructuringactivities; |

|            |                                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | lower thanexpected operating revenues, the inability to secure capitalcontributions or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties; |

|             |                                                                                                                                                                               |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the unavailability of fundsunder Products Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit or other permittedlines of credit; |

40

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|              |                                                                                                                                                                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | higherthan expected operating expenses, sales returns, working capitalexpenses, wall display costs, capital expenditures, restructuringcosts, regularly scheduled cash pension plan contributions,post-retirement benefit plan contributions, growth plan charges or debtservice payments; |

|             |                                                                                                                   |
|-------------|-------------------------------------------------------------------------------------------------------------------|
| (xiv)  | interestrate or foreign exchange rate changes affecting the Company and itsmarket sensitive financialinstruments; |

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

|             |                                                                                                                        |
|-------------|------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | lower thanexpected U.S. federal net operating losses, CNOLs or alternativeminimum tax losses available to the Company; |

|              |                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------|
| (xvii)  | difficulties, delays or theinability of the Company to efficiently manage its cash and workingcapital; and |

|               |                                                                                                                                                                                               |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | difficultiesor delays that could affect the remediation program adopted by Revlon,Inc. to remediate the material weakness that it identified in itsinternal control over financial reporting. |

Factors other thanthose listed above could also cause the Company's results todiffer materially from expected results. This discussion is provided aspermitted by the Private Securities Litigation Reform Act of 1995.

Part III INFORMATION

(Dollars in Part III are actualdollars, not millions)

Item 10.    Directors and ExecutiveOfficers of the Registrant

The following table sets forthcertain information concerning the Directors and executive officers ofthe Company as of December  31, 2004. Each Director holds officeuntil his successor is duly elected and qualified or until hisresignation or removal, if earlier.

|                         |  |                                                |  |  |  |  |
|-------------------------|--|------------------------------------------------|--|--|--|--|
| Name                    |  | Position                                       |
| RonaldO.Perelman        |  | Chairmanof the Board and Director              |
| Jack L.Stahl            |  | President, Chief Executive Officer andDirector |
| Alan S.Bernikow         |  | Director                                       |
| Paul J.Bohan            |  | Director                                       |
| Donald G.Drapkin        |  | Director                                       |
| Professor MeyerFeldberg |  | Director                                       |
| HowardGittis            |  | Director                                       |
| Edward J.Landau         |  | Director                                       |
| Linda GosdenRobinson    |  | Director                                       |
| Kenneth L.Wolfe         |  | Director                                       |
|                         |

The name, age (as ofDecember  31, 2004), principal occupation for the last fiveyears, selected biographical information and period of service as adirector of the Company of each of the Directors are set forthbelow:

**Mr. Perelman (61)** has been Chairman of the Board ofDirectors of Revlon, Inc. and of Products Corporation since June 1998and a Director of Revlon, Inc. and of Products Corporation since theirrespective formations in 1992. Mr. Perelman has been Chairman of theBoard of Managers, Manager and Chief Executive Officer of REV Holdings,which files reports pursuant to the Exchange Act, since December 2002.He was Chief Executive Officer of REV Holdings Inc. (the predecessor ofREV Holdings) since 1997 and Chairman of its Board of Directors from1993 through December 2002. Mr. Perelman has been Chairman of the Boardand Chief Executive Officer of MacAndrews & Forbes and various ofits affiliates since 1980. Mr. Perelman served as Chairman of the Boardof Directors of 

41

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Panavision Inc.("Panavision") until September 2003 andthereafter began service as Co-Chairman. Mr. Perelman is also aDirector (or member of the Board of Managers, as applicable) of thefollowing companies which are required to file reports pursuant to theExchange Act: Allied Security Holdings LLC ("AlliedSecurity"), M&F Worldwide Corp. ("M&FWorldwide"), Panavision and Scientific Games Corporation("Scientific Games").

**Mr. Stahl(51)** has been President and Chief Executive Officer of Revlon, Inc.and Products Corporation since February 2002 and a Director of Revlon,Inc. and Products Corporation since March 2002. Mr. Stahl served asPresident and Chief Operating Officer of The Coca-Cola Company("Coca-Cola") from February 2000 to March2001. Prior to that, Mr. Stahl held various senior executive positionsat Coca-Cola where he began his career in 1979. Mr. Stahl is also aDirector of the Cosmetic, Toiletry, and Fragrance Association, ViceChairman of the Board of the United Negro College Fund and is a memberof the Board of Governors of the Boys & Girls Clubs ofAmerica.

**Mr. Bernikow (64)** has been a Director of Revlon,Inc. and Products Corporation since September 2003. Prior to hisretirement in May 2003, Mr. Bernikow served as the Deputy ChiefExecutive Officer of Deloitte & Touche LLP("D&T") since 1998. Prior to that, Mr.Bernikow held various senior executive positions at D&T and variousof its predecessor companies, which he joined in 1966. Mr. Bernikowalso serves as a Director and as a member of the Audit Committee ofCasual Male Retail Group, Inc. and as a Director and as Chairman of theAudit Committee of Mack-Cali Realty Corporation, each of which arerequired to file reports pursuant to the Exchange Act.

**Mr.Bohan (59)**has been a Director of Revlon, Inc. since March 2004.Prior to his retirement in February 2001, Mr. Bohan was a ManagingDirector in a high-yield bond sales group of Salomon Smith Barney, aunit of Citigroup Inc., a global financial services holding company,having joined Salomon Smith Barney in 1980. Mr. Bohan currently servesas a member of the Board of Directors of Arena Brands, Inc. and HaynesInternational, Inc., which are both privately-held companies, and ofthe Board of Directors of The New York Police & Fire Widows'& Children's Benefit Fund. In addition, Mr. Bohan serves onthe audit committee of The New York Police & Fire Widows'& Children's Benefit Fund.

**Mr. Drapkin (56)** hasbeen a Director of Revlon, Inc. and of Products Corporation since theirrespective formations in 1992. He has been Vice Chairman of the Boardof MacAndrews & Forbes and various of its affiliates since 1987.Mr. Drapkin was a partner in the law firm of Skadden, Arps, Slate,Meagher & Flom LLP for more than five years prior to 1987. Mr.Drapkin is also a Director (or member of the Board of Managers, asapplicable) of the following companies which are required to filereports pursuant to the Exchange Act: Allied Security, AnthraciteCapital, Inc., Nephros Inc., Playboy Enterprises, Inc. and SIGATechnologies, Inc.

**Professor Feldberg (62)** has been aDirector of Revlon, Inc. since February 1997. Professor Feldberg hasbeen the Dean Emeritus and Sanford Bernstein Professor of Leadershipand Ethics at Columbia Business School since July 1, 2004, and was theDean of Columbia Business School, New York City, from July 1989 to June2004. Professor Feldberg is also a Director of the following companieswhich are required to file reports pursuant to the Exchange Act:Federated Department Stores, Inc., PRIMEDIA Inc. and Sappi Limited. Inaddition, Professor Feldberg is also a director or trustee of certainregistered investment companies for which UBS Global Asset Management(U.S.) Inc. (formerly known as Brinson Advisors, Inc.), a wholly-ownedsubsidiary of UBS AG, or one of its affiliates serves as investmentadvisor, sub-advisor or manager, and a director of registeredinvestment companies for which UBS Financial Services Inc. or one ofits affiliates serves as investment advisor, administrator or manager(collectively, the "UBS Funds"). In additionto being a member of Revlon, Inc.'s Audit Committee, ProfessorFeldberg is also an audit committee member of PRIMEDIA Inc. and is amember of the audit committees of the UBS Funds.

**Mr. Gittis(70)** has been a Director of Revlon, Inc. since its formation in1992. Mr. Gittis was a Director of, and served as the Vice Chairman of,Products Corporation from June 2002 through March 2004. Mr. Gittis wasVice Chairman of the Board of Managers and Manager of REV Holdings,which files reports pursuant to the Exchange Act, from December 2002until March 2004. He was a Director of REV Holdings Inc. (thepredecessor of REV Holdings) from its formation in 1993 throughDecember 2002 and Vice Chairman of its Board of Directors from March1997 through December 2002. He has been Vice 

42

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Chairman of the Board of MacAndrews &Forbes and various of its affiliates since 1985. Mr. Gittis is Chairmanof the Board, President and Chief Executive Officer of M & FWorldwide. Mr. Gittis is also a Director of the following companieswhich are required to file reports pursuant to the Exchange Act: JonesApparel Group, Inc., Panavision and Scientific Games.

**Mr.Landau (74)** has been a Director of Revlon, Inc. since June 1996.Prior to his retirement in February 2003, Mr. Landau was Of Counsel atthe law firm of Wolf, Block, Schorr and Solis-Cohen LLP("Wolf, Block") since February 1998, and wasa Senior Partner of Lowenthal, Landau, Fischer & Bring, P.C., apredecessor to such firm, for more than five years prior to that date.He has been a Director of Products Corporation since June1992.

**Ms. Robinson (51)** has been a Director of Revlon,Inc. since June 1996. Ms. Robinson has been Chairman of Robinson, Lerer& Montgomery, LLC, a New York City strategic communicationsconsulting firm ("RLM"), since May 1996. Ms.Robinson was Chief Executive Officer of RLM from May 1996 until January2002. In March 2000, RLM was acquired by Young & Rubicam Inc.("Y&R") and Ms. Robinson has served asVice Chairman of Y&R since March 2000. In October 2000, Y&R wasacquired by the WPP Group plc ("WPP"). Formore than five years prior to May 1996, she was Chairman of the Boardand Chief Executive Officer of Robinson Lerer Sawyer Miller Group, orits predecessors. Ms. Robinson also serves as a Director of Black Rock,Inc., which is required to file reports pursuant to the ExchangeAct.

**Mr. Wolfe (65)**has been a Director of Revlon, Inc.since March 2004. Mr. Wolfe served as Chairman and Chief ExecutiveOfficer of Hershey Foods Corporation("Hershey") from 1994 until his retirement inDecember 2001. Mr. Wolfe joined Hershey in 1967 and held variousexecutive positions, including President and Chief Operating Officer,before being appointed its Chairman and Chief Executive Officer. Mr.Wolfe is also a Director and Chairman of the audit committees of thefollowing companies which are required to file reports pursuant to theExchange Act: Adelphia Communications Corporation and Bausch & LombIncorporated. Since January 1, 2005, Mr. Wolfe has served as a memberof the Board of Trustees of various mutual funds managed byFidelity.

Executive Officers

The following table setsforth each of the executive officers of Revlon, Inc. as of December 31,2004, except for Mr. Kretzman who became an executive officer effectivein March2005:

|                   |  |                                                                             |  |  |  |  |
|-------------------|--|-----------------------------------------------------------------------------|--|--|--|--|
| Name              |  | Position                                                                    |
| JackL.Stahl       |  | Presidentand Chief Executive Officer                                        |
| Thomas E.McGuire  |  | Executive Vice President and Chief FinancialOfficer                         |
| Douglas H. Greeff |  | Former ExecutiveVice President – StrategicFinance                     |
| Robert K.Kretzman |  | Executive Vice President, Chief Legal Officer, GeneralCounsel and Secretary |
|                   |

The following sets forth theages, positions held with Revlon, Inc. and selected biographicalinformation for the executive officers of Revlon, Inc., in each case asof December 31, 2004:

**Mr. Stahl (51)** has been Presidentand Chief Executive Officer of Revlon, Inc. and Products Corporationsince February 2002 and a Director of Revlon, Inc. and ProductsCorporation since March 2002. Mr. Stahl served as President and ChiefOperating Officer of Coca-Cola from February 2000 to March 2001. Priorto that, Mr. Stahl held various senior executive positions at Coca-Colawhere he began his career in 1979. Mr. Stahl is also a Director of theCosmetic, Toiletry, and Fragrance Association and Vice Chairman of theBoard of the United Negro College Fund and is a member of the Board ofGovernors of the Boys & Girls Clubs of America.

**Mr.McGuire (50)** has been Executive Vice President and Chief FinancialOfficer of Revlon, Inc. and Products Corporation since August 2003. Mr.McGuire was the Founder and Chief Executive Officer of Human CapitalFormation, LLC from August 2001 until August 2003. Mr. McGuire was theChief Operating Officer of Zyman Marketing Group from July 2000 untilMay 2001. From March 1982 until June 2000, Mr. McGuire held variousprofessional staff and senior financial executive positions atCoca-Cola.

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**Mr. Greeff (47)** was Executive VicePresident – Strategic Finance of Revlon, Inc. and ProductsCorporation from August 2003 until February 2005 when he ceasedemployment with the Company. He also served as Executive Vice Presidentand Chief Financial Officer of Revlon, Inc. and Products Corporationfrom May 2000 until August 2003. From September 1998 to May 2000, Mr.Greeff was Managing Director, Fixed Income Global Loans, and Co-head ofLeverage Finance at Salomon Smith Barney Inc. From January 1994 untilAugust 1998, he was Managing Director, Global Loans and Head ofLeverage and Acquisition Finance at Citibank N.A.

**Mr. Kretzman(53)**has been Executive Vice President, Chief Legal Officer,General Counsel and Secretary of Revlon, Inc. and of ProductsCorporation since December 2003. Mr. Kretzman served as Senior VicePresident, General Counsel and Secretary of Revlon, Inc. and ofProducts Corporation from January 2000 until December 2003. Prior tobecoming General Counsel, Mr. Kretzman served as Senior Vice President,Deputy General Counsel and Secretary from March 1998 to January 2000,as Vice President, Deputy General Counsel and Secretary from January1997 to March 1998, and as Vice President and Secretary from September1992 to January 1997. Mr. Kretzman joined the Company in 1988 as SeniorCounsel responsible for mergers and acquisitions. Mr. Kretzman has alsoserved as the Company's Chief Compliance Officer since January2000.

Compensation of Directors

Directors who currentlyare not receiving compensation as officers or employees of Revlon, Inc.or any of its affiliates ("Non-EmployeeDirectors") are paid an annual retainer fee of $35,000,payable in quarterly installments, and a fee of $1,000 for each meetingof the Board of Directors or any committee thereof that they attend. InMay 2004, the Compensation Committee, after due consideration andconsultation with Mercer, approved a compensation structure for Revlon,Inc.'s Non-Employee Directors pursuant to which, in addition toannual retainer fees and meeting fees, annual Awards may be made tosuch directors. Under the program, the Compensation Committee willdetermine a maximum face value of the annual option grant each year foreach director (which face value amount cannot exceed $100,000 in anygiven year and was set at $75,000 for 2004), and the face value amountis divided by the closing price on the NYSE of Revlon, Inc.'sClass A Common Stock on the date of the grant to determine the numberof options to be granted to the director. On May 10, 2004, theCompensation Committee granted each of the Non-Employee Directorsoptions to purchase 22,060 shares of Revlon, Inc.'s Class ACommon Stock, which options consist of non-qualified options having aterm of seven years, become exercisable as to 25% of the Awardon December 31, 2004 and thereafter become cumulatively exercisable inadditional 25% increments on each subsequent December 31st, andwhich have an exercise price equal to $3.40, the per share closingmarket price on the NYSE of Revlon, Inc.'s Class A Common Stockon the grant date.

In recognition of their increasedresponsibilities, members of Revlon, Inc.'s Audit Committee arepaid an annual Audit Committee retainer fee of $10,000, in addition tothe annual retainer fee for Board membership, and a per meeting fee of$1,500 for each meeting of the Audit Committee that theyattend.

Messrs. Bernikow and Landau are also non-employee membersof the Board of Directors of Products Corporation, Revlon, Inc.'swholly-owned subsidiary, for which they are paid an annual retainer feeof $25,000 per annum and a meeting fee of $1,000 for each meeting ofthe Board of Directors of Products Corporation that they attend.

Audit Committee and Audit Committee Financial Expert

Revlon,Inc.'s Board of Directors has determined that Revlon,Inc.'s Audit Committee, consisting of Linda Gosden Robinson, AlanS. Bernikow, Paul J. Bohan, Meyer Feldberg and Edward J. Landau, has atleast one "audit committee financial expert".The Board determined that Alan S. Bernikow, based upon his experience,training and education, qualifies as an audit committee financialexpert in that he has (a) an understanding of generally acceptedaccounting principles ("GAAP") and financialstatements; (b) the ability to assess the general application of GAAPin connection with accounting for estimates, accruals and reserves; (c)experience preparing, auditing, analyzing or evaluating financialstatements that present a breadth and level of complexity of accountingissues that are generally comparable to the breadth and complexity ofissues that can reasonably be expected to be raised by theCompany's financial statements 

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as well as experience actively supervisingone or more persons engaged in such activities; (d) an understanding ofinternal controls and procedures for financial reporting; and (e) anunderstanding of audit committee functions. For certain biographicaldata concerning Mr. Bernikow, see Item 10, "Directors andExecutive Officers of the Registrant". The Board furtherdetermined that Mr. Bernikow and the other members of the AuditCommittee are independent of management pursuant to applicable SECrules and NYSE listing standards regarding the independence of boardand audit committee members, including the independence principles setforth in the Revlon, Inc. Board Guidelines for Assessing DirectorIndependence, which are posted on the Company's website atwww.revloninc.com.

Senior Financial Officer Code ofEthics

The Company has a written Code of Business Conduct (the"Code of Business Conduct") that includes acode of ethics (the "Senior Financial Officer Code ofEthics") that applies to the Company's ChiefExecutive Officer and senior financial officers (including theCompany's Chief Financial Officer, Controller and personsperforming similar functions) (collectively, the "SeniorFinancial Officers"). In addition to the Code of BusinessConduct and the Senior Financial Officer Code of Ethics being availableon the Company's website, www.revloninc.com, the Company willprovide a copy of the Senior Financial Officer Code of Ethics, withoutcharge, upon written request to Robert K. Kretzman, Executive VicePresident and Chief Legal Officer, Revlon, Inc., 237 Park Avenue, NewYork NY, 10017. If the Company changes the Senior Financial OfficerCode of Ethics in any material respect or waives any provision of theSenior Financial Officer Code of Ethics for any of its Senior FinancialOfficers, the Company expects to provide the public with notice of anysuch change or waiver by publishing an appropriate description of suchevent on its corporate website, www.revloninc.com, or by otherappropriate means as required or permitted under applicable rules ofthe Commission. The Company does not currently expect to make any suchwaivers.

Item 11. Executive Compensation

The followingtable sets forth information for the years indicated concerning thecompensation awarded to, earned by or paid to the persons who served asChief Executive Officer of the Company during 2004 and the four mosthighly paid executive officers (see footnote (a) below), other than theChief Executive Officer, who served as executive officers of theCompany during 2004 (collectively, the "Named ExecutiveOfficers"), for services rendered in all capacities to theCompany and its subsidiaries during such periods.

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Summary CompensationTable

|                                                                                             |  |        |      |                        |  |                              |           |                             |  |                              |           |                             |  |                                 |  |        |           |        |  |        |           |        |  |        |           |        |  |  |  |  |
|---------------------------------------------------------------------------------------------|--|--------|------|------------------------|--|------------------------------|-----------|-----------------------------|--|------------------------------|-----------|-----------------------------|--|---------------------------------|--|--------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|--|--|
|                                                                                        |  |   |      | AnnualCompensation (a) |  | Long-Term CompensationAwards |
| Nameand Principal Position                                                                  |  | Year   |      | Salary($)              |  | Bonus ($)                    |           | OtherAnnualCompensation ($) |  | RestrictedStockAwards($) (b) |           | SecuritiesUnderlyingOptions |  | AllOtherCompensation($)         |
| JackL.Stahl                                                                                 |  |   | 2004 |                   |  |                         | 1,300,000 |                        |  |                         | 455,000   |                        |  | 95,677      |  |   | 8,181,000 |   |  |   | 5,520,000 |   |  |   | 173,631   |   |
|     Presidentand Chief                                                  |  |   | 2003 |                   |  |                         | 1,300,000 |                        |  |                         | —   |                        |  | 103,244     |  |   | —   |   |  |   | 100,000   |   |  |   | 173,277   |   |
|     Executive Officer (c)                                               |  |   | 2002 |                   |  |                         | 1,125,000 |                        |  |                         | 1,300,000 |                        |  | 82,999      |  |   | 3,820,000 |   |  |   | 400,000   |   |  |   | 3,966,746 |   |
| Thomas E.McGuire                                                                            |  |   | 2004 |                   |  |                         | 500,000   |                        |  |                         | 735,000   |                        |  | 88,973      |  |   | 590,850   |   |  |   | 995,000   |   |  |   | 128,631   |   |
| ExecutiveVice President and Chief Financial Officer(d)                                      |  |   | 2003 |                   |  |                         | 182,692   |                        |  |                         | —   |                        |  | 18,678      |  |   | 150,500   |   |  |   | 100,000   |   |  |   | 25,224    |   |
| DouglasH.Greeff                                                                             |  |   | 2004 |                   |  |                         | 889,817   |                        |  |                         | 313,980   |                        |  | 15,529      |  |   | —   |   |  |   | —   |   |  |   | 1,009,264 |   |
|     FormerExecutive                                                     |  |   | 2003 |                   |  |                         | 884,833   |                        |  |                         | 190,720   |                        |  | 13,820      |  |   | —   |   |  |   | —   |   |  |   | 14,056    |   |
|     Vice President –     StrategicFinance (e) |  |   | 2002 |                   |  |                         | 811,365   |                        |  |                         | 600,960   |                        |  | 16,670      |  |   | 226,800   |   |  |   | 75,000    |   |  |   | 8,974     |   |
|                                                                                             |

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| (a) | Theamounts shown in Annual Compensation for 2004, 2003 and 2002 reflectsalary, bonus and other annual compensation (including, as required tobe disclosed in accordance with Item 402 of Regulation S-K promulgatedunder the Exchange Act, perquisites and other personal benefits valuedin excess of $50,000) and amounts reimbursed for payment of taxesawarded to, earned by or paid to the persons listed for servicesrendered to the Company and its subsidiaries. For the periods reported,the Company had an Executive Bonus Plan in which executivesparticipated (including Messrs. Stahl, McGuire and Greeff) (see"— Employment Agreements and Termination ofEmployment Arrangements"). The Executive Bonus Planprovided for payment of cash compensation upon the achievement ofpredetermined business and personal performance objectives during thecalendar year that are established by the Compensation Committee,except that in respect of 2003, as a result of the non-attainment ofbonus objectives for that year, the Compensation Committee determinedthat no bonuses would be payable under the Executive Bonus Plan or anyother incentive compensation plan of the Company for that year. Inaddition, no salary increases were provided in 2004 and theCompany's bonus plan target for 2004 was set at 50% of theregular bonus target. For 2004, the Company is reporting thecompensation of Messrs. Stahl, McGuire and Greeff, its only executiveofficers during 2004. In February 2005, Mr. Greeff, the Company'sformer Executive Vice President – Strategic Finance, ceasedemployment with the Company. |

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| (b) | Seefootnotes (c), (d) and (e) below for information concerning the number,value and vesting schedules on restricted stock awards to the NamedExecutive Officers under the Stock Plan. The options granted to NamedExecutive Officers during 2004 pursuant to the Stock Plan are discussedbelow under "Option Grants in the Last FiscalYear." |

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| (c) | Mr. Stahlbecame President and Chief Executive Officer of the Company duringFebruary 2002. In March 2005, Mr. Stahl will receive a bonus of$455,000 in respect of 2004 pursuant to the terms of the ExecutiveBonus Plan, and based upon the achievement of certain predetermined,objective performance-based bonus criteria that had been established inearly 2004 by the Compensation Committee. The amount shown for Mr.Stahl under Other Annual Compensation for 2004 includes $95,677 inrespect of gross ups for taxes on imputed income arising out of (x)personal use of a Company-provided automobile, (y) premiums paid orreimbursed by the Company in respect of life insurance and (z)reimbursements for mortgage principal and interest payments pursuant toMr. Stahl's employment agreement, as amended. In addition,although not required to be disclosed in the Summary Compensation Tableabove pursuant to Item 402 of Regulation S-K, Mr. Stahl'scompensation for 2004 also included (i) $21,188 in respect of use of aCompany-provided automobile, (ii) $11,886 in Company-paid contributionsunder the Company's Executive Medical Plan, and (iii) $8,500 fortax preparation expenses in 2004. The amount shown under All OtherCompensation for 2004 reflects (i) $16,513 in respect of life insurancepremiums, (ii) $135,968 of additional compensation in respect ofinterest and principal payments on a mortgage loan which ProductsCorporation made to Mr. Stahl on May 20, 2002 (prior to the passage ofthe Sarbanes-Oxley Act of 2002 and its prohibitions on loans toexecutive officers) to purchase a principal residence in the New Yorkmetropolitan area pursuant to his employment agreement (see"— Employment Agreements and Termination ofEmployment Arrangements"), (iii) $6,150 in respect ofmatching contributions under the Revlon Employees Savings, Investmentand Profit Sharing Plan (a 401(k) savings plan and, as amended andrestated from time to time, the "SavingsPlan"), and (iv) $15,000 in respect of matchingcontributions under the Revlon Excess Savings Plan for Key Employees.On April 14, 2004, Mr. Stahl was awarded a grant of 2,700,000 shares ofrestricted stock under the Stock Plan. The value of the restrictedstock Awards granted to Mr. Stahl on April 14, 2004 as reflected in thetable is based on the $3.03 per share closing price of Revlon,Inc.'s Class A Common Stock on the NYSE on the grant date. Thevalue of these restricted stock Awards as of December 31, 2004 was$6,210,000, based on a per share price of $2.30, the closing price ofRevlon, Inc.'s Class A Common Stock on the NYSE on December 31,2004. Provided Mr. Stahl remains continuously employed by the Company,or if he is terminated by the Company without"cause" or if he terminates his employmentfor "good reason" (as each such term isdescribed in Mr. Stahl's employment agreement, as amended), his2004 restricted stock Award will vest in one-third increments beginningon April 14, 2005 and thereafter as to an additional one-third on eachsubsequent anniversary of the grant date. No dividends will be paid onunvested restricted stock granted to Mr. Stahl in 2004. |

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The amount shown forMr. Stahl under Other Annual Compensation for 2003 includes $103,244 inrespect of gross ups for taxes on imputed income arising out of (i)personal use of a Company-provided automobile, (ii) premiums paid orreimbursed by the Company in respect of life insurance and (iii)reimbursements for mortgage principal and interest payments pursuant toMr. Stahl's employment agreement, as amended. The amount shownunder All Other Compensation for 2003 reflects (i) $16,309 in respectof life insurance premiums, (ii) $135,968 of additional compensation inrespect of interest and principal payments on a mortgage loan whichProducts Corporation made to Mr. Stahl on May 20, 2002 to purchase aprincipal residence in the New York metropolitan area pursuant to hisemployment agreement (see "— Employment Agreementsand Termination of Employment Arrangements"), (iii) $6,000in respect of matching contributions under the Savings Plan and (iv)$15,000 in respect of matching contributions under the Revlon ExcessSavings Plan for Key Employees.

Mr. Stahlreceived a guaranteed bonus of $1,300,000 in respect of 2002 pursuantto the terms of his employment agreement. The amount shown for Mr.Stahl under Other Annual Compensation for 2002 includes $82,999 inrespect of gross ups for taxes on imputed income arising out of (i)personal use of a Company-provided automobile, (ii) premiums paid orreimbursed by the Company in respect of life insurance, (iii)reimbursements for mortgage principal and interest payments pursuant toMr. Stahl's employment agreement and (iv) relocation expensespaid or reimbursed by the Company in 2002. The amount shown under AllOther Compensation for 2002 reflects (i) $7,350 in Company-paidrelocation expenses, (ii) $13,081 in respect of life insurancepremiums, (iii) $79,315 of additional compensation in respect ofinterest and principal payments on a mortgage loan which ProductsCorporation made to Mr. Stahl on May 20, 2002 to purchase a principalresidence in the New York metropolitan area pursuant to his employmentagreement (see "— Employment Agreements andTermination of Employment Arrangements"), (iv) $6,000 inrespect of matching contributions under the Savings Plan, (v) $15,000in respect of matching contributions under the Revlon Excess SavingsPlan for Key Employees and (vi) $3,846,000 for imputed income inconnection with receipt of an Award of restricted stock reflected inthe Summary Compensation Table as to which he made an election pursuantto Section 83(b) of the Internal Revenue Code of 1986 (as amended, the"Code").

On February17, 2002 (the "2002 Stahl Grant Date"), Mr.Stahl was awarded a grant of 470,000 shares of restricted stock underthe Stock Plan and 530,000 shares of restricted stock under the Revlon,Inc. 2002 Supplemental Stock Plan (the "Supplemental StockPlan"). The value of the restricted stock Awards grantedto Mr. Stahl on the 2002 Stahl Grant Date as reflected in the table isbased on the $3.82 per share closing price of Revlon, Inc.'sClass A Common Stock on the NYSE on the 2002 Stahl Grant Date. Thevalue of these restricted stock Awards as of December 31, 2004 was$2,300,000, based on a per share price of $2.30, the closing price ofRevlon, Inc.'s Class A Common Stock on the NYSE on December 31,2004. Provided Mr. Stahl remains continuously employed by the Company,or if he is terminated by the Company without"cause" or if he terminates his employmentfor "good reason" (as each such term isdescribed in Mr. Stahl's employment agreement, as amended), his2002 restricted stock Award will vest as to one-third of the restrictedshares on the day after which the 20-day average of the closing priceof Revlon, Inc.'s Class A Common Stock on the NYSE equals orexceeds $20.00 per share, an additional one-third of such restrictedshares will vest on the day after which such 20-day average closingprice equals or exceeds $25.00 per share and the balance will vest onthe day after which such 20-day average closing price equals or exceeds$30.00 per share, provided (i) subject to clause (ii) below, no portionof Mr. Stahl's restricted stock Award will vest until the secondanniversary of the 2002 Stahl Grant Date, unless such 20-day averageclosing price has equaled or exceeded $25.00 per share, (ii) all of theshares of restricted stock awarded to Mr. Stahl will vest immediatelyin the event of a "change in control" asdefined in Mr. Stahl's restricted stock agreement and (iii) onthe second and fourth anniversaries of the 2002 Stahl Grant Date,restrictions shall lapse as to an additional 250,000 shares of suchrestricted stock and on the fifth anniversary of the 2002 Stahl GrantDate, restrictions shall lapse as to 500,000 shares of such restrictedstock as to which restrictions had not previously lapsed. In accordancewith the terms of the grant, on June 18, 2004, the second anniversaryof the 2002 Stahl Grant Date, restrictions lapsed as to 250,000 sharesof Mr. Stahl's restricted stock award. In the event that, priorto the fifth anniversary of the 2002 Stahl Grant Date, and subject toclause (ii) of the prior sentence, Mr. Stahl's employment withthe Company terminates as a result of Mr. Stahl's"disability" (as such term is defined ordescribed in Mr. Stahl's employment agreement, as amended),restrictions shall lapse with respect to an additional number of sharesof restricted stock, if any, such that the aggregate number of sharesof restricted stock as to which restrictions shall have lapsed willequal the greater of (i) 250,000 and (ii) the product of (X) 1,000,000and (Y) a fraction, the numerator of which is the number of fullcalendar months during which Mr. Stahl was employed after the 2002Stahl Grant Date (disregarding service prior to March 1, 2002) and thedenominator of which is 60. In addition, if Mr. Stahl'semployment is terminated by Mr. Stahl for "goodreason" or is terminated by the Company other than for"cause" or"disability" (as each such term is defined ordescribed in Mr. Stahl's employment agreement, as amended) duringthe 120-day period immediately preceding the date of a"change in control" (as defined in Mr.Stahl's restricted stock agreement), then the shares ofrestricted stock previously forfeited upon such termination ofemployment will be reinstated and the restrictions relating theretowill lapse and such shares will be deemed fully vested as of the dateof the change in control. In the event that cash or any in-kinddistributions are made in respect of Revlon, Inc.'s Common Stockprior to the lapse of the restrictions relating to any of Mr.Stahl's restricted stock granted to Mr. Stahl on the 2002 StahlGrant Date as to which the restrictions have not lapsed, such dividendswill be held by the Company and paid to Mr. Stahl when, and if, therestrictions on such restricted stocklapse.

Mr. Stahl's employment agreementwas amended on December 17, 2004 to provide for continued vesting ofequity awards previously granted to Mr. Stahl in the event that he isterminated by the Company without "cause" orif Mr. Stahl shall terminate his employment for "goodreason" (as each such term is defined or described in Mr.Stahl's employment agreement, as amended). Specifically, asdescribed above, in the event that Mr. Stahl is terminated without"cause" or if he terminates his employmentfor "good reason," the stock option awardsgranted to Mr. Stahl by the Company on February 17, 2002, May 19, 2003and April 14, 2004, and the restricted stock awards granted to Mr.Stahl on February 17, 2002 and April 14, 2004, shall continue to vestin accordance with their terms as if Mr. Stahl's employment hadnot been terminated and he had remained employed by the Company, andthose stock option awards shall remain exercisable until the later of(i) one year after such existing option award becomes 100% fullyvested and exercisable or (ii) 18 months following Mr. Stahl'stermination of employment, but in no event beyond the original optionterm of each such award.

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| (d) | Mr. McGuirebecame Executive Vice President and Chief Financial Officer of theCompany during August 2003. In March 2005, Mr. McGuire will receive abonus of $135,000 in respect of 2004 pursuant to the terms of theExecutive Bonus Plan, $70,875 of which will be based upon theachievement of certain predetermined, objective performance-based bonuscriteria that had been established in early 2004 by the CompensationCommittee and $64,125 of which will be a discretionary bonus approvedby the Compensation Committee in recognition of, among other things,Mr. McGuire's significant contributions to the Company'srefinancing activities during 2004. In addition, pursuant to the termsof his employment agreement, in January 2005 Mr. McGuire received a$600,000 retention incentive in respect of 2004, intended to assist himtowards funding the purchase of a home in the New York metropolitanarea (see "— Employment Agreements and Terminationof Employment Arrangements"). The amount shown for Mr.McGuire under Other Annual Compensation for 2004 includes $88,973 inrespect of gross ups for taxes on imputed income arising out ofrelocation expenses paid or reimbursed by the Company in 2004. Inaddition, although not required to be disclosed in the SummaryCompensation Table above pursuant to Item 402 of Regulation S-K, Mr.McGuire's compensation for 2004 also included $15,000 in respectof a cash car allowance. The amount shown under All Other Compensationfor 2004 reflects (i) $119,835 in Company-paid expenses for temporarycorporate housing and travel to and from Atlanta pending his relocationto the New York metropolitan area and (ii) $2,546 in respect of lifeinsurance premiums. On April 14, 2004, Mr. McGuire was awarded a grantof 195,000 shares of restricted stock under the Stock Plan. The valueof the restricted stock Awards granted to Mr. McGuire on April 14, 2004as reflected in the table is based on the $3.03 per share closing priceof Revlon, Inc.'s Class A Common Stock on the NYSE on that date.The value of these restricted stock Awards as of December 31, 2004 was$448,500, based on a per share price of $2.30, the closing price ofRevlon, Inc.'s Class A Common Stock on the NYSE on December 31,2004. Provided Mr. McGuire remains continuously employed by theCompany, his 2004 restricted stock Award will vest in one-thirdincrements beginning on April 14, 2005 and thereafter as to anadditional one-third on each subsequent anniversary of the grant date.No dividends will be paid on the unvested restricted stock granted toMr. McGuire in 2004. |

On August 18, 2003(the "2003 McGuire Grant Date"), Mr. McGuirewas awarded 50,000 shares of restricted stock under the Stock Plan. Thevalue of the restricted stock Awards granted to Mr. McGuire on the 2003McGuire Grant Date as reflected in the table is based on the $3.01 pershare closing price of Revlon, Inc.'s Class A Common Stock on theNYSE on the 2003 McGuire Grant Date. The value of these restrictedstock Awards as of December 31, 2004 was $115,000, based on a per shareprice of $2.30, the closing price of Revlon, Inc.'s Class ACommon Stock on the NYSE on December 31, 2004. The amount shown for Mr.McGuire under Other Annual Compensation for 2003 includes $18,678 inrespect of gross ups for taxes on imputed income arising out ofrelocation expenses paid or reimbursed by the Company in 2003. Theamount shown under All Other Compensation for 2003 reflects (i) $24,732in Company-paid relocation expenses and (ii) $492 in respect ofpremiums under the Company's basic life insurance program.Provided Mr. McGuire remains continuously employed by the Company, his2003 restricted stock Award will vest as to one-third of the restrictedshares on the day after which the 20-day average of the closing priceof Revlon, Inc.'s Class A Common Stock on the NYSE equals orexceeds $20.00 per share, an additional one-third of such restrictedshares will vest on the day after which such 20-day average closingprice equals or exceeds $25.00 per share and the balance will vest onthe day after which such 20-day average closing price equals or exceeds$30.00 per share, provided (i) subject to clause (ii) below, no portionof Mr. McGuire's 2003 restricted stock Award will vest until thesecond anniversary of the 2003 McGuire Grant Date, (ii) all of theshares of restricted stock awarded to Mr. McGuire in 2003 will vestimmediately in the event of a "change incontrol" (as defined in Mr. McGuire's restrictedstock agreement) and (iii) all of the shares of restricted stockgranted to Mr. McGuire in 2003 that have not previously vested willfully vest on the third anniversary of the 2003 McGuire Grant Date. Nodividends will be paid on the unvested restricted stock granted to Mr.McGuire in 2003.

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| (e) | Mr. Greeff served asExecutive Vice President and Chief Financial Officer of the Companyduring all of 2002 and until August 2003, when he became Executive VicePresident – Strategic Finance of the Company. In February 2005,Mr. Greeff ceased employment with the Company. In March 2005, Mr.Greeff will receive a bonus of $133,500 in respect of 2004 pursuant tothe terms of the Executive Bonus Plan, and based upon the achievementof certain predetermined, objective performance-based bonus criteriathat had been established in early 2004 by the Compensation Committee.In 2004, Mr. Greeff also received a bonus of $180,480 pursuant to theterms of his employment agreement, as a special bonus in respect ofrepayment of a loan made by the Company to Mr. Greeff when he joinedthe Company in 2000, prior to the passage of the Sarbanes-Oxley Act of2002 and its prohibition on loans to executive officers (the"2000 Loan") (see "—Employment Agreements and Termination of EmploymentArrangements"). The amount shown for Mr. Greeff underOther Annual Compensation for 2004 includes $15,529 in respect of grossups for taxes on imputed income arising out of personal use of aCompany-provided automobile. In addition, although not required to bedisclosed in the Summary Compensation Table above pursuant to Item 402of Regulation S-K, Mr. Greeff's compensation for 2004 alsoincluded $21,005 in respect of use of a Company-provided automobile and$11,886 in Company-paid contributions under the Company'sExecutive Medical Plan in 2004. The amount shown for Mr. Greeff underAll Other Compensation for 2004 reflects (i) $3,114 in respect of lifeinsurance premiums, (ii)  $6,150 in respect of matchingcontributions under the Savings Plan and (iii) $1,000,000 to be paid inMarch 2005 pursuant to the terms of Mr. Greeff's employmentagreement and the Greeff Separation Agreement (as defined below), basedupon the completion of objectives relating to the successful completionof the Revlon Exchange Transactions and the refinancing of ProductsCorporation's 2001 Credit Agreement with the 2004 CreditAgreement during 2004. (see "— Employment Agreementsand Termination of EmploymentArrangements"). |

In 2003, Mr.Greeff received a bonus of $190,720 pursuant to the terms of hisemployment agreement as a special bonus in respect of repayment of the2000 Loan (see "— Employment Agreements andTermination of Employment Arrangements"). The amount shownfor Mr. Greeff under Other Annual Compensation for 2003 includes$13,820 in respect of gross ups for taxes on imputed income arising outof personal use of a Company-provided automobile. The amount shown forMr. Greeff under All Other Compensation for 2003 reflects (i) $3,056 inrespect of life insurance premiums, (ii) $6,000 in respect of matchingcontributions under the Savings Plan and (iii) $5,000 in respect ofreimbursement of expenses in connection with an amendment of Mr.Greeff's employment agreement.

In 2002,Mr. Greeff received a bonus of $600,960, of which $200,960 was paidpursuant to the terms of his employment agreement as a special bonus inrespect of repayment of the 2000 Loan (see "—Employment Agreements and Termination of EmploymentArrangements") and the balance of $400,000 was adiscretionary bonus paid in respect of 2002 pursuant to the ExecutiveBonus Plan. The amount shown for Mr. Greeff under Other AnnualCompensation for 2002 includes $16,670 in 

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respect of gross ups for taxes on imputedincome arising out of personal use of a Company-provided automobile.The amount shown under All Other Compensation for 2002 reflects (i)$2,974 in respect of life insurance premiums and (ii) $6,000 in respectof matching contributions under the Savings Plan. On September 17, 2002(the "2002 Greeff Grant Date"), Mr. Greeffwas awarded a grant of 60,000 shares of restricted stock under theStock Plan. The value of the restricted stock Awards granted to Mr.Greeff on the 2002 Greeff Grant Date as reflected in the table is basedon the $3.78 per share closing price of Revlon, Inc.'s Class ACommon Stock on the NYSE on the 2002 Greeff Grant Date. The value ofthese restricted stock Awards as of December 31, 2004 was $138,000,based on a per share price of $2.30, the closing price of Revlon,Inc.'s Class A Common Stock on the NYSE on December 31, 2004. Asprovided in the Greeff Separation Agreement (as defined below), Mr.Greeff's 2002 restricted stock Award will vest as to one-third ofthe restricted shares on the day after which the 20-day average of theclosing price of Revlon, Inc.'s Class A Common Stock on the NYSEequals or exceeds $20.00 per share, an additional one-third of suchrestricted shares will vest on the day after which such 20-day averageclosing price equals or exceeds $25.00 per share and the balance willvest on the day after which such 20-day average closing price equals orexceeds $30.00 per share, provided (i) subject to clause (ii) below, noportion of Mr. Greeff's 2002 restricted stock Award will vestuntil the second anniversary of the 2002 Greeff Grant Date, (ii) all ofthe shares of restricted stock awarded to Mr. Greeff in 2002 will vestimmediately in the event of a "change incontrol" (as defined in Mr. Greeff's restrictedstock agreement) and (iii) all of the shares of restricted stockgranted to Mr. Greeff in 2002 which have not previously vested willfully vest on the third anniversary of the 2002 Greeff Grant Date. Nodividends will be paid on the unvested restricted stock granted to Mr.Greeff in 2002.

Mr. Greeff received a bonus of$511,200 in respect of 2001, of which $211,200 was paid pursuant to theterms of his employment agreement as a special bonus in respect ofrepayment of the 2000 Loan (see "— EmploymentAgreements and Termination of Employment Arrangements")and the balance of $300,000 was paid in respect of 2001 pursuant to theExecutive Bonus Plan as a short-term cash bonus in recognition of theCompany's successful refinancing of its credit agreement in 2001(which was subsequently refinanced in July 2004) and issuing ProductsCorporation's 12% Senior Secured Notes (which wereredeemed in full during 2004). $150,000 of Mr. Greeff's bonus inrespect of 2001 was paid in 2002 and the remaining $150,000 was paid in2003.

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OPTION GRANTS IN THE LAST FISCALYEAR

During 2004, the following grants of stock options weremade pursuant to the Stock Plan to the Named Executive Officers:

|                 |  |                                                   |           |                                                             |  |                              |         |                 |  |                             |         |        |  |        |         |        |  |        |            |        |  |  |
|-----------------|--|---------------------------------------------------|-----------|-------------------------------------------------------------|--|------------------------------|---------|-----------------|--|-----------------------------|---------|--------|--|--------|---------|--------|--|--------|------------|--------|--|--|
|            |  | IndividualGrants                                  |           | Grant Date Value(a)                                         |
| Name            |  | Numberof Securities Underlying Options Granted(#) |           | Percent of Total Options Granted toEmployees In Fiscal Year |  | Exercise or Base Price($/Sh) |         | Expiration Date |  | Grant DatePresent Value ($) |
| Jack L.Stahl    |  |                                              | 5,520,000 |                                                        |  |                         | 22.51   | %          |  |                        | 3.03    |   |  |   | 4/14/11 |   |  |   | 11,476,080 |   |
| ThomasE.McGuire |  |                                              | 995,000   |                                                        |  |                         | 4.06    | %          |  |                        | 3.03    |   |  |   | 4/14/11 |   |  |   | 2,068,605  |   |
| DouglasH.Greeff |  |                                              | —   |                                                        |  |                         | — |            |  |                        | — |   |  |   | — |   |  |   | —    |   |
|                 |

Theoptions granted to Messrs. Stahl and McGuire in 2004 under the StockPlan were awarded on April 14, 2004 and consist of non-qualifiedoptions having a term of 7 years. The options vested 25% onDecember 31, 2004, will continue to vest in additional 25%increments on each December 31st thereafter and will become 100%vested on December 31, 2007. The options have an exercise price equalto $3.03, the per share closing price on the NYSE of Revlon,Inc.'s Class A Common Stock on such grant date, as indicated inthe table above.

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|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | GrantDate Present Values were calculated using the Black-Scholes optionpricing model. The model as applied used April 14, 2004 with respect tooptions granted to Messrs. Stahl and McGuire on such date. Stock optionmodels require a prediction about the future movement of stock price.The following assumptions were made for purposes of calculating GrantDate Present Values: (i) a risk-free rate of return of 3.95%,which was the rate as of April 14, 2004 for the U.S. Treasury ZeroCoupon Bond issue with a remaining term similar to the expected term ofthe options; (ii) stock price volatility of 68.99% based uponthe volatility of the stock price of Revlon, Inc.'s Class ACommon Stock; (iii) a constant dividend rate of zero percent; and (iv)that the options normally would be exercised seven years from the grantdate. No adjustments to the theoretical value were made to reflect thewaiting period, if any, prior to vesting of the stock options or thetransferability (or restrictions related thereto) of the stock options.The real value of the options in the table depends upon the actualperformance of Revlon, Inc.'s Class A Common Stock during theapplicable period and upon when they areexercised. |

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AGGREGATED OPTION EXERCISES INLASTFISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Thefollowing chart shows the number of stock options exercised during 2004and the 2004 year-end value of the stock options held by the NamedExecutive Officers:

|                 |  |                                        |         |                           |  |                                                                                                                         |         |                                                                                                     |  |                     |  |        |         |        |  |  |  |  |  |  |  |  |  |  |  |  |
|-----------------|--|----------------------------------------|---------|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------------------------------------------------|--|---------------------|--|--------|---------|--------|--|--|--|--|--|--|--|--|--|--|--|--|
| Name            |  | SharesAcquired on Exercise During 2004 |         | ValueRealized During 2004 |  | Number of Securities UnderlyingUnexercised Options at FiscalYear-End Exercisable/Unexercisable at December 31, 2004 (#) |         | Value ofIn-The-Money Options at FiscalYear-EndExercisable/Unexercisable at December 31, 2004 (a)($) |  |
| Jack L.Stahl    |  |                                   | — |                      |  |                                                                                                                    | — |                                                                                                |  | 1,405,000/4,615,000 |  |   | — |   |  |
| ThomasE.McGuire |  |                                   | — |                      |  |                                                                                                                    | — |                                                                                                |  | 273,750/821,250     |  |   | — |   |  |
| DouglasH.Greeff |  |                                   | — |                      |  |                                                                                                                    | — |                                                                                                |  | 179,167/45,833      |  |   | — |   |  |
|                 |

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Amountsshown represent the difference between the exercise price of theoptions (exercisable or unexercisable, as the case may be) and themarket value of the underlying shares of Revlon, Inc.'s Class ACommon Stock at year end, calculated using $2.30, the December 31, 2004closing price on the NYSE of Revlon, Inc.'s Class A Common Stock.As the closing price of Revlon, Inc.'s Class A Common Stock onDecember 31, 2004 was less than the exercise price of the stock optionsreferred to in the table above, the options were not in-the-money as ofthat date and, accordingly, had no value. The actual value, if any, anexecutive may realize upon exercise of a stock option depends upon theamount by which the market price of shares of Revlon, Inc.'sClass A Common Stock exceeds the exercise price per share when thestock options are exercised. |

Employment Agreements andTermination of Employment Arrangements

Each of Messrs. Stahl andMcGuire has, and Mr. Greeff had, an executive employment agreement withProducts Corporation.

Mr. Stahl's employment agreement, asamended (as so amended, his "employmentagreement"), provides that he will serve as President andChief Executive Officer at a base salary of not less than $1,300,000per annum, and that he receive a bonus of not less than $1,300,000 inrespect of 2002 (which bonus was paid in February 2003) and grants of1,000,000 shares of restricted stock and 400,000 options upon joiningthe Company in 2002 (which grants were made on the 2002 Stahl GrantDate). The initial term of Mr. Stahl's employment agreement, asamended, ends on February 16, 2008, provided, however, that at any timeon or after February 17, 2005, Products Corporation may terminate Mr.Stahl's employment by 36 months' prior written notice ofnon-renewal of the agreement.

Mr. Stahl's employmentagreement provides for participation in the Executive Bonus Plan andother executive benefit plans on a basis equivalent to other seniorexecutives of the Company generally. Mr. Stahl's employmentagreement provides for Company-paid supplemental disability insuranceand supplemental term life insurance coverage with a death benefit of$10,000,000 during employment. The employment agreement for Mr. Stahlalso provides for protection of Company confidential information andincludes a non-compete obligation.

Mr. Stahl's employmentagreement provides that in the event of termination of the term by Mr.Stahl for "good reason" (as defined in Mr.Stahl's employment agreement), or by the Company (otherwise thanfor "cause" or"disability" as each such term is defined ordescribed in Mr. Stahl's employment agreement), Mr. Stahl wouldbe entitled, at his election, to severance pursuant to ProductsCorporation's Executive Severance Policy (see"— Executive Severance Policy") (otherthan the six-month limit on lump sum payments provided for in suchpolicy, which six-month limit provision would not apply to Mr. Stahl);or continued payments of base salary, continued participation in theCompany's life insurance plan (which life insurance coverage issubject to a limit of two years) and medical plans subject to the termsof such plans, and continued Company-paid supplemental term lifeinsurance, in each case through the date occurring 36 months after thedate of notice of non-renewal, or in the case of medical planparticipation only, until such earlier date on which Mr. Stahl were tobecome covered by like plans of another company. In addition, Mr.Stahl's employment agreement provides that if he remains employedby Products Corporation or its affiliates until age 60, then upon anysubsequent retirement he will be entitled to a supplemental pensionbenefit in a sufficient amount so that his annual pension benefit fromall qualified and non-qualified pension plans of Products Corporationand its affiliates, as well as any such 

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plans of Mr. Stahl's past employers ortheir affiliates (expressed as a straight life annuity), equals$500,000. If Mr. Stahl's employment were to terminate on or afterFebruary 28, 2005 and prior to February 28, 2006, then he would receive24.99% of the supplemental pension benefit otherwise payablepursuant to his employment agreement and thereafter an additional8.33% would accrue as of each February 28th on which Mr. Stahlis still employed (but in no event more than would have been payable toMr. Stahl under the foregoing provision had he retired at age 60). Mr.Stahl would not receive any supplemental pension benefit and anyamounts then being paid for supplemental pension benefits wouldimmediately cease if he were to materially breach his employmentagreement or be terminated by the Company for"cause" (as defined in Mr. Stahl'semployment agreement). Mr. Stahl's employment agreement providesfor continuation of group life insurance and executive medicalinsurance coverage in the event of permanent disability.

Mr.Stahl's employment agreement provides that he is entitled to aloan from Products Corporation to satisfy state, local and federalincome taxes (including any withholding taxes) incurred by him as aresult of his making an election under Section 83(b) of the Code inconnection with the 1,000,000 shares of restricted stock which weregranted to him by the Company on the 2002 Stahl Grant Date. Mr. Stahlreceived such loan from Products Corporation in the amount of$1,800,000 in March 2002, prior to the passage of the Sarbanes-OxleyAct of 2002 and its prohibition on loans to executive officers.Interest on such loan is payable at the applicable federal raterequired to avoid imputation of income tax liability. The fullprincipal amount of such loan and all accrued interest is due andpayable on February 17, 2007 (the fifth anniversary of the 2002 StahlGrant Date), provided that if Mr. Stahl terminates his employment for"good reason" or the Company terminates himother than for "disability" or"cause" (as each such term is defined ordescribed in Mr. Stahl's employment agreement), the outstandingbalance of such loan and all accrued interest would be forgiven. Suchloan is secured by a pledge of the 1,000,000 shares of restricted stockwhich were granted to Mr. Stahl on the 2002 Stahl Grant Date and suchloan and pledge are evidenced by a Promissory Note and a PledgeAgreement, each dated March 13, 2002. Mr. Stahl's employmentagreement also provides that he is entitled to a mortgage loan to coverthe purchase of a principal residence in the New York metropolitan areaand/or a Manhattan apartment, in the principal amount of $2,000,000,which loan was advanced by Products Corporation to Mr. Stahl on May 20,2002, prior to the passage of the Sarbanes-Oxley Act of 2002. Theprincipal of the mortgage loan is repayable on a monthly basis duringthe period from June 1, 2002 through and including May 1, 2032, withinterest at the applicable federal rate, with the unpaid principal andaccrued and unpaid interest due in full 90 days after Mr. Stahl'semployment with the Company terminates, whichever occurs earlier.Pursuant to his employment agreement, Mr. Stahl is entitled to receiveadditional compensation payable on a monthly basis equal to the amountrepaid by him in respect of interest and principal on the mortgageloan, plus a gross up for any taxes resulting from such additionalcompensation. If during the term of his employment agreement Mr. Stahlterminates his employment for "good reason,"or the Company terminates his employment other than for"disability" or"cause" (as each such term is defined ordescribed in Mr. Stahl's employment agreement), the mortgage loanfrom the Company would be forgiven in its entirety.

Mr.Stahl's employment agreement was amended on December 17, 2004 toextend the term of his agreement to February 16, 2008 and to providefor continued vesting of equity awards previously granted to Mr. Stahlin the event that he is terminated by the Company without"cause" or if Mr. Stahl terminates hisemployment for "good reason" (as each suchterm is defined or described in Mr. Stahl's employmentagreement). Specifically, in the event that Mr. Stahl was terminatedwithout "cause" or if he terminated hisemployment for "good reason," the stockoption awards granted to Mr. Stahl by the Company on February 17, 2002,May 19, 2003 and April 14, 2004, and the restricted stock awardsgranted to Mr. Stahl on February 17, 2002 and April 14, 2004, wouldcontinue to vest in accordance with their terms as if Mr. Stahl'semployment had not been terminated and he had remained employed by theCompany, and those stock option awards shall remain exercisable untilthe later of (i) one year after such existing option award becomes100% fully vested and exercisable or (ii) 18 months followingMr. Stahl's termination of employment, but in no event beyond theoriginal option term of each such award; provided, however, that in theevent of continued vesting of any option awards or restricted stockawards, as described above, the 

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non-solicitation and non-competitioncovenants in Mr. Stahl's employment agreement shall remain ineffect at least until the date that all existing equity awards arefully vested.

Mr. McGuire's employment agreement withProducts Corporation, as amended (as so amended, his"employment agreement"), provides that hewill serve as Executive Vice President and Chief Financial Officer at abase salary of not less than $500,000 per annum and that he receive a(i) retention incentive of $600,000 to be paid not later than December31, 2004 (which payment was made on January  13, 2005) intendedto assist him in purchasing a home in the New York metropolitan area,and (ii) grant of (A) 50,000 shares of restricted stock in 2003 (whichgrant was made on the 2003 McGuire Grant Date), (B) 100,000 options in2003 (which grant was made on the 2003 McGuire Grant Date), (C) 25,000options in 2004 (which grant was made on April 14, 2004) and (D) 25,000options in 2005. The term of Mr. McGuire's employment agreementends on August 17, 2006. During any period that his employmentcontinues after August 17, 2006, Mr. McGuire would be deemed anemployee at will and would be eligible for severance under ProductsCorporation's Executive Severance Policy (see"— Executive Severance Policy"),provided that the Severance Period for Mr. McGuire shall not be lessthan 24 months.

Mr. McGuire's employment agreement providesfor participation in the Executive Bonus Plan and other executivebenefit plans on a basis equivalent to other senior executives of theCompany generally. The employment agreement for Mr. McGuire alsoprovides for protection of Company confidential information andincludes a non-compete obligation.

Mr. McGuire's employmentagreement provides that in the event of termination of the term by Mr.McGuire for material breach by the Company of a material provision ofsuch agreement or failure of the Compensation Committee to adopt andimplement the recommendations of management with respect to stockoption or restricted stock grants to be provided under his employmentagreement, or by the Company (otherwise than for"cause" as defined in Mr. McGuire'semployment agreement or disability), Mr. McGuire would be entitled, athis election, to severance pursuant to the Executive Severance Policy(see "— Executive Severance Policy")(provided that the Severance Period for Mr. McGuire shall not be lessthan 24 months) or continued payments of base salary through August 17,2006 and continued participation in the Company's life insuranceplan, which life insurance coverage is subject to a limit of two years,and medical plans, subject to the terms of such plans through August17, 2006 or until Mr. McGuire were covered by like plans of anothercompany.

Mr. McGuire's original employment agreementprovided that Mr. McGuire was eligible for certain relocation andretention benefits with the expectation that he would sell his home inAtlanta by August 18, 2004 and complete his relocation to New York byOctober 18, 2004. Due to the significant time that Mr. McGuire spent onthe Company's refinancing activities during 2004, which did notpermit Mr. McGuire to pursue his relocation, the employment agreementwas amended in December 2004 to allow Mr. McGuire until August 18, 2005to sell his home in Atlanta, until October 18, 2005 to complete hisrelocation to the New York metropolitan area and to extend the periodthat Products Corporation's would provide him with reasonablecorporate housing until December 31, 2004.

Mr. Greeff ceasedemployment with the Company during February 2005 pursuant to the termsof a separation agreement between Products Corporation and Mr. Greeff,dated as of February 18, 2005 (the "Greeff SeparationAgreement"). Under the Greeff Separation Agreement, Mr.Greeff will receive severance pay and benefits substantially inaccordance with the terms provided in his employment agreement withProducts Corporation, as amended (as so amended, his"employment agreement"). Mr. Greeff'semployment agreement had provided that he would serve as Executive VicePresident – Strategic Finance at a base salary of not less than$650,000 per annum and that he would receive a grant of (i) 50,000shares of restricted stock in 2001 (which grant was made on June 18,2001), (ii) 50,000 options in 2001 (which grant was made on March 26,2001) and (iii) 50,000 options in 2002 (which grant was made onFebruary 15, 2002). Mr. Greeff's employment agreement providedfor participation in the Executive Bonus Plan and other executivebenefit plans on a basis equivalent to other senior executives of theCompany generally and for Company-paid supplemental disabilityinsurance. The employment agreement for Mr. Greeff also provided forprotection of Company confidential information and included anon-compete obligation.

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Mr. Greeff's employment agreementprovided that in the event of termination of the term by Mr. Greeff forbreach by the Company of a material provision of such agreement orfailure of the Compensation Committee to adopt and implement therecommendations of management with respect to stock option grants, orby the Company prior to December 31, 2006 (otherwise than for"cause" as defined in Mr. Greeff'semployment agreement or disability), Mr. Greeff would be entitled, athis election, to 24 months severance pay pursuant to the ExecutiveSeverance Policy (see "— Executive SeverancePolicy") (other than the six-month limit on lump sumpayments provided for in the Executive Severance Policy, whichsix-month limit provision would not apply to Mr. Greeff) or continuedpayments of base salary through December 31, 2006 and continuedparticipation in the Company's life insurance plan (which lifeinsurance coverage is subject to a limit of two years) and medicalplans, subject to the terms of such plans through December 31, 2006 oruntil Mr. Greeff were covered by like plans of another company, andcontinued Company-paid supplemental disability insurance. In addition,Mr. Greeff's employment agreement provided that if he remainedemployed by Products Corporation or its affiliates until age 62, thenupon any subsequent retirement he would have been entitled to asupplemental pension benefit in a sufficient amount so that his annualpension benefit from all qualified and non-qualified pension plans ofProducts Corporation and its affiliates, as well as any such plans ofMr. Greeff's past employers or their affiliates (expressed as astraight life annuity), equaled $400,000. His employment agreement alsoprovided that if Mr. Greeff's employment were to terminate on orafter December 31, 2003 and prior to December 31, 2004, then he wouldhave received 36.36% of the supplemental pension benefitotherwise payable pursuant to his employment agreement and thereafteran additional 9.09% would accrue as of each December 31st onwhich Mr. Greeff was still employed (but in no event more than wouldhave been payable to Mr. Greeff under the foregoing provision had heretired at age 62). Mr. Greeff would not have received any supplementalpension benefit and would have been required to reimburse the Companyfor any supplemental pension benefits received if he were to breach theemployment agreement or be terminated by the Company for"cause" (as defined in Mr. Greeff'semployment agreement). Mr. Greeff's employment agreement providedfor continuation of group life insurance and executive medicalinsurance coverage in the event of permanent disability.

Mr.Greeff's employment agreement provided that he was entitled tothe 2000 Loan from Products Corporation, in the amount of $800,000(which loan he received in 2000, prior to the passage of theSarbanes-Oxley Act of 2002 and its prohibition on loans to executiveofficers), with the principal to be payable in five equal installmentsof $160,000, plus interest at the applicable federal rate, on each ofMay 9, 2001, May 9, 2002, May 9, 2003, May 9, 2004 (which installmentswere each repaid) and May 9, 2005, provided that the total principalamount of such loan and any accrued but unpaid interest at theapplicable federal rate (the "Loan Payment")was due and payable upon the earlier of the January 15th immediatelyfollowing the termination of Mr. Greeff's employment for anyreason, or May 9, 2005. In addition, Mr. Greeff's employmentagreement provided that he was entitled to a special bonus, payable oneach May 9th (which special bonus was paid on May 9, 2001, May 9, 2002,May 9, 2003 and May 9, 2004) and ending with May 9, 2005, equal to thesum of the Loan Payment with respect to such year, provided that heremained employed on each such May 9th, and provided further that inthe event that Mr. Greeff terminated his employment for"good reason" or was terminated for a reasonother than "cause" (as such terms are definedin Mr. Greeff's employment agreement), he would be entitled to aspecial bonus in the amount of $800,000 minus the sum of any specialbonuses paid through the date of such termination plus accrued butunpaid interest at the applicable federal rate. Pursuant to the GreeffSeparation Agreement, Mr. Greeff is scheduled to make the Loan Paymentby May 9, 2005 and receive a special bonus in an equivalent amount onsuch date. Notwithstanding the above, the employment agreement providedthat if Mr. Greeff was to terminate his employment other than for"good reason" or the Company were toterminate his employment for "cause" (as suchterms are defined in Mr. Greeff's employment agreement), or if hebreached certain post-employment covenants, any bonus described abovewould be forfeited or repaid by Mr. Greeff, as the case may be. Mr.Greeff's employment agreement also provided that he was eligibleto receive a payment of not less than $1.0 million, subject to approvalby the Compensation Committee, upon the completion of objectivesrelating to the Company's long-term financings, provided that Mr.Greeff remained employed at such time. Pursuant to the terms of hisseparation agreement and his employment agreement, in March 2005 Mr.Greeff will receive a payment of $1.0 million in respect of

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2004 in recognition of the successfulcompletion of the Revlon Exchange Transactions and the refinancing ofProducts Corporation’s 2001 Credit Agreement with the 2004 CreditAgreement during 2004.

The Greeff Separation Agreement providesthat he will receive all of the compensation and benefits provided forin his employment agreement, including salary continuation paymentsthrough December 31, 2006, which, unless in its reasonably exerciseddiscretion the Company decides otherwise, will be reduced on account ofany compensation earned by Mr. Greeff from employment or consultingservices. In addition, pursuant to the terms of his employmentagreement and in accordance with the terms of the Company'sExecutive Bonus Plan, the Greeff Separation Agreement provides that Mr.Greeff is entitled to a bonus in respect of 2004 under the ExecutiveBonus Plan, based upon the extent, if any, of achievement of objectiveperformance-based criteria established by the Compensation Committeeduring 2004. Such a bonus, in the amount of $133,500, will be paid toMr. Greeff in March 2005. In accordance with the terms of hisemployment agreement, Mr. Greeff will also be entitled to continue hisexisting medical/dental benefits, disability and life insurance untilthe end of the severance period or December 31, 2006 or, in the case ofmedical/dental benefits, until such earlier date he becomes eligiblefor coverage under like plans of another employer.

The GreeffSeparation Agreement further provides, pursuant to the terms of Mr.Greeff's employment agreement, that each of Mr. Greeff'sexisting stock option grants will continue to vest in accordance withtheir respective terms and remain exercisable for one year followingthe later of the date each such grant becomes fully vested andexercisable or the date Mr. Greeff ceased to be employed by theCompany. Pursuant to the Greeff Separation Agreement, Mr. Greeffreceived an award of options to acquire 240,000 shares of Revlon,Inc.'s Class A Common Stock, which options have a term of 7 yearsand vest in 25% increments per year, with the grant continuingto remain exercisable for one year following the date such grantbecomes fully vested, which grant was made upon the recommendation ofthe Company and the approval of the Compensation Committee in February2005. Also under the Greeff Separation Agreement, the 60,000 shares ofrestricted stock awarded to Mr. Greeff on the 2002 Greeff Grant Date,which were due to vest on September 17, 2005 had Mr. Greeff remainedemployed by the Company, will continue to vest in accordance with theirterms.

Executive Severance Policy

ProductsCorporation's Executive Severance Policy provides that upontermination of employment of eligible executive employees, includingMessrs. Stahl, McGuire and Greeff, other than voluntary resignation ortermination by Products Corporation for good reason, in considerationfor the executive's execution of a release and confidentialityagreement and the Company's standard employee non-competitionagreement, the eligible executive may be entitled to receive, in lieuof severance under any employment agreement then in effect or underProducts Corporation's basic severance plan, a number of monthsof severance pay in bi-weekly installments based upon suchexecutive's grade level and years of service, reduced by theamount of any compensation from subsequent employment, unemploymentcompensation or statutory termination payments received by suchexecutive during the severance period and, in certain circumstances, bythe actuarial value of enhanced pension benefits received by theexecutive, as well as continued participation in medical and certainother benefit plans for the severance period (or in lieu thereof, uponcommencement of subsequent employment, a lump sum payment equal to thethen present value of 50% of the amount of base salary thenremaining payable through the balance of the severance period,generally capped at six months pay and subject to any restrictionsunder the Code). Pursuant to the Executive Severance Policy, uponmeeting the conditions set forth in such policy, as of December 31,2004, Messrs. Stahl and McGuire could be entitled to severance pay ofup to 21 and 19 months of base salary, respectively, at the base salaryrate in effect on the date of employment termination, plus continuedparticipation in the medical and dental plans for the same respectiveperiods on the same terms as active employees, provided that under Mr.McGuire's employment agreement the severance period is at least24 months and under Mr. Stahl's agreement he is entitled to 36months' severance. The terms of Mr. Greeff's severancearrangements are governed by the Greeff Separation Agreement.

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Defined Benefit Plans

Inaccordance with the terms of the Revlon Employees' RetirementPlan (the "Retirement Plan"), the followingtable shows the estimated annual retirement benefits payable (as ofDecember 31, 2004) under the non-cash balance program of the RetirementPlan (the "Non-Cash Balance Program") atnormal retirement age (65) to a person retiring with the indicatedaverage compensation and years of credited service, on a straight lifeannuity basis, after Social Security offset, including amountsattributable to the Revlon Pension Equalization Plan, as amended (the"Pension Equalization Plan"), as describedbelow.

|                                                                            |  |                                                                                                             |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| HighestConsecutive Five-Year Average Compensation During Final10 Years ($) |  | Estimated Annual Straight Life AnnuityBenefits At RetirementWith Indicated Years Of Credited Service ($)(a) |
| 15                                                                         |  | 20                                                                                                          |         | 25     |  | 30     |         | 35     |  |
| 600,000                                                                    |  |                                                                                                        | 150,525 |   |  |   | 200,700 |   |  |   | 250,875 |   |  |   | 301,050 |   |  |   | 301,050 |   |
| 700,000                                                                    |  |                                                                                                        | 176,525 |   |  |   | 235,367 |   |  |   | 294,208 |   |  |   | 353,050 |   |  |   | 353,050 |   |
| 800,000                                                                    |  |                                                                                                        | 202,525 |   |  |   | 270,033 |   |  |   | 337,542 |   |  |   | 405,050 |   |  |   | 405,050 |   |
| 900,000                                                                    |  |                                                                                                        | 228,525 |   |  |   | 304,700 |   |  |   | 380,875 |   |  |   | 457,050 |   |  |   | 457,050 |   |
| 1,000,000                                                                  |  |                                                                                                        | 254,525 |   |  |   | 339,367 |   |  |   | 424,208 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 1,100,000                                                                  |  |                                                                                                        | 280,525 |   |  |   | 374,033 |   |  |   | 467,542 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 1,200,000                                                                  |  |                                                                                                        | 306,525 |   |  |   | 408,700 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 1,300,000                                                                  |  |                                                                                                        | 332,525 |   |  |   | 443,367 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 1,400,000                                                                  |  |                                                                                                        | 358,525 |   |  |   | 478,033 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 1,500,000                                                                  |  |                                                                                                        | 384,525 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 2,000,000                                                                  |  |                                                                                                        | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
| 2,500,000                                                                  |  |                                                                                                        | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |  |   | 500,000 |   |
|                                                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (a) | Thenormal form of benefit for the Retirement Plan and the PensionEqualization Plan is a straight life annuity. |

The RetirementPlan is intended to be a tax qualified defined benefit plan. Non-CashBalance Program benefits are a function of service and final averagecompensation. The Non-Cash Balance Program is designed to provide anemployee having 30 years of credited service with an annuity generallyequal to 52% of final average compensation, less 50% ofestimated individual Social Security benefits. Final averagecompensation is defined as average annual base salary and bonus (butnot any part of bonuses in excess of 50% of base salary) duringthe five consecutive calendar years in which base salary and bonus (butnot any part of bonuses in excess of 50% of base salary) werehighest out of the last 10 years prior to retirement or earliertermination. Except as otherwise indicated, credited service includesall periods of employment with the Company or a subsidiary prior toretirement or earlier termination. Messrs. Stahl and McGuire do notparticipate in the Non-Cash Balance Program.

Effective January 1,2001, Products Corporation amended the Retirement Plan to provide for acash balance program under the Retirement Plan (the "CashBalance Program"). Under the Cash Balance Program,eligible employees will receive quarterly credits to an individual cashbalance bookkeeping account equal to 5% of their compensationfor the previous quarter. Interest credits, which commenced June 30,2001, are allocated quarterly (based on the yield of the 30-yearTreasury bond for November of the preceding calendar year). Employeeswho as of January 1, 2001 were at least age 45, had 10 or more years ofservice with the Company and whose age and years of service totaled atleast 60 were "grandfathered" and continue toparticipate in the Non-Cash Balance Program under the same retirementformula described in the preceding paragraph. All other eligibleemployees had their benefits earned (if any) under the Non-Cash BalanceProgram "frozen" on December 31, 2000 andbegan to participate in the Cash Balance Program on January 1, 2001.The "frozen" benefits will be payable atnormal retirement age and will be reduced if the employee elects earlyretirement. Any employee who, as of January 1, 2001 was at least age 40but not part of the "grandfathered" groupwill, in addition to the "basic" 5%quarterly pay credits, receive quarterly"transition" pay credits of 3% ofcompensation each year for up to 10 years or until he/she leavesemployment with the Company, whichever is earlier. Messrs. Stahl andMcGuire participate in the Cash Balance Program. As they were notemployed by the Company on January 1, 2001 (the date on which a"transition" employee was determined),Messrs. Stahl and 

56

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McGuire are eligible to receive only basicpay credits. The estimated annual benefits payable under the CashBalance Program as a single life annuity (assuming Messrs. Stahl andMcGuire remain employed by the Company until age 65 at their currentlevel of compensation) is $191,800 for Mr. Stahl and $70,600 for Mr.McGuire. Mr. Stahl's total retirement benefits will be determinedin accordance with his employment agreement, which provides for aguaranteed retirement benefit provided that certain conditions aremet.

The Employee Retirement Income Security Act of 1974, asamended, places certain maximum limitations upon the annual benefitpayable under all qualified plans of an employer to any one individual.In addition, the Code limits the annual amount of compensation that canbe considered in determining the level of benefits under qualifiedplans. The Pension Equalization Plan, as amended, is a non-qualifiedbenefit arrangement designed to provide for the payment by the Companyof the difference, if any, between the amount of such maximumlimitations and the annual benefit that would be payable under theRetirement Plan (including the Non-Cash Balance Program and the CashBalance Program) but for such limitations, up to a combined maximumannual straight life annuity benefit at age 65 under the RetirementPlan and the Pension Equalization Plan of $500,000. Benefits providedunder the Pension Equalization Plan are conditioned on theparticipant's compliance with his or her non-competitionagreement and on the participant not competing with ProductsCorporation for one year after termination of employment.

Thenumber of full years of service under the Retirement Plan and thePension Equalization Plan as of January 1, 2005 for Mr. Stahl was twoyears and for Mr. McGuire was one year.

57

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|                |                                                                                              |
|----------------|----------------------------------------------------------------------------------------------|
| Item 12.  | SecurityOwnership of Certain Beneficial Owners and Management and RelatedStockholder Matters |

The following table sets forth, as ofDecember 31, 2004, the number of shares of Revlon, Inc.'s CommonStock beneficially owned, and the percent so owned, by (i) each personknown to the Company to be the beneficial owner of more than 5%of the outstanding shares of Revlon, Inc.'s Common Stock, (ii)each director of the Company, (iii) the Chief Executive Officer during2004 and each of the other Named Executive Officers during 2004 and(iv) all directors and Named Executive Officers of the Company as agroup. The number of shares owned are those beneficially owned, asdetermined under the applicable rules of the SEC for the purposes ofthis Annual Report on Form 10-K, and such information is notnecessarily indicative of beneficial ownership for any other purpose.Under such rules, beneficial ownership includes any shares of CommonStock as to which a person has sole or shared voting power orinvestment power and any shares of Common Stock which the person hasthe right to acquire within 60 days through the exercise of any option,warrant or right, through conversion of any security or pursuant to theautomatic termination of a power of attorney or revocation of a trust,discretionary account or similar arrangement.

|                                                                                    |  |                                                                      |  |                                                               |  |  |  |  |  |  |  |  |  |  |
|------------------------------------------------------------------------------------|--|----------------------------------------------------------------------|--|---------------------------------------------------------------|--|--|--|--|--|--|--|--|--|--|
| Nameand Address of Beneficial Owner                                                |  | Amount and Nature ofBeneficial Ownership                             |  | Percentage ofClass                                            |  |
| RonaldO. Perelman                                                                  |  | 191,246,058 (ClassA)                                                 |  | 59.93%(Class A and Class B                                    |  |
|     35 E. 62ndSt.     New York, NY 10021   |  | 31,250,000 (ClassB)(1)                                               |  | combined)56.25% (Class A)100.00%(Class B)                     |  |
| FMR Corp.                                                                          |  | 61,410,699(Class A)(2)                                               |  | 16.59% (Class A and Class B                                   |  |
|     82Devonshire Street     Boston MA02109 |  |                                                                 |  | combined)18.12% (ClassA)                                      |  |
| Alan S. Bernikow                                                                   |  | 7,390 (ClassA)(3)                                                    |  | *                                                             |  |
| Paul J. Bohan                                                                      |  | 5,515 (ClassA)(4)                                                    |  | *                                                             |  |
| Donald G.Drapkin                                                                   |  | —                                                              |  | *                                                             |  |
| MeyerFeldberg                                                                      |  | 22,390 (ClassA)(5)                                                   |  | *                                                             |  |
| Howard Gittis                                                                      |  | 150,000 (ClassA)                                                     |  | *                                                             |  |
| Douglas H. Greeff                                                                  |  | 379,027(Class A)(6)                                                  |  | *                                                             |  |
| Edward J.Landau                                                                    |  | 22,524 (Class A)(7)                                                  |  | *                                                             |  |
| ThomasE. McGuire                                                                   |  | 273,750 (Class A)(8)                                                 |  | *                                                             |  |
| Linda Gosden Robinson                                                              |  | 22,390(Class A)(9)                                                   |  | *                                                             |  |
| Jack L.Stahl                                                                       |  | 1,869,416 (ClassA)(10)                                               |  | *                                                             |  |
| Kenneth L. Wolfe                                                                   |  | 20,515(Class A) (11)                                                 |  | *                                                             |  |
| All Directors and NamedExecutive Officers as a Group (12Persons)                   |  |     194,018,975 (Class A)31,250,000(Class B)(12) |  | 60.36% (Class A and Bcombined)56.74% (Class A)100.0% (ClassB) |  |
|                                                                                    |

|  |
|--|
|  |  |
|  |

|         |                       |
|---------|-----------------------|
| *  | Lessthan one percent. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Mr. Perelmanbeneficially owns, directly and indirectly, through MacAndrews &Forbes, 191,246,058 shares of Revlon, Inc.'s Class A Common Stock(including 32,599,374 shares of Class A Common Stock beneficially ownedby Raymond G. Perelman, a family member, with respect to which sharesMacAndrews & Forbes holds a voting proxy, 120,000 shares thatrepresent restricted shares which vested during 2004 and, as describedbelow, 1,135,417 shares that may be acquired under vested options). Mr.Perelman, through MacAndrews & Forbes, also beneficially owns allof the outstanding 31,250,000 shares of the Company's Class BCommon Stock, each of which is convertible into one share of Class ACommon Stock, which, together with the Class A Common Stock referencedabove represent approximately 59.9% of the outstanding shares ofthe Company's Common Stock. Based on the shares referenced above,Mr. Perelman, at December 31, 2004, had approximately 77.2% ofthe combined voting power of the outstanding shares of theCompany's Common Stock currently entitled to vote at the 2005Annual Meeting. Shares of the Company's Class A Common Stock andshares of intermediate holding companies between the Company andMacAndrews & Forbes Holdings are, and may from time to time be,pledged to secure obligations of MacAndrews & Forbes Holdings orits affiliates. A default under these obligations could cause aforeclosure with respect to such pledged shares. Mr. Perelman holdsvested options to acquire 1,135,417 shares of the Company's ClassA Common Stock, comprised of an option to acquire 300,000 shares of theCompany's Class A Common Stock, which option vested on February12, 1999, an option to acquire 300,000 shares of the Company'sClass A Common Stock, which option vested on April 4, 2002, options toacquire 56,250 shares of the Company's Class A Common Stock,which options vested on June 18, 2002, an option to acquire 300,000shares of the Company's Class A Common Stock, which option vestedon April 27, 2003, options to acquire 56,250 shares of theCompany's Class A Common Stock which options vested on June 18,2003, options to acquire 33,334 shares of the Company's Class ACommon Stock, which options vested on September 17, 2003, options toacquire 56,250 shares of |

58

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|  |                                                                                                                                                                                                |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | the Company's Class A Common Stock,which options vested on June 18, 2004 and options to acquire 33,333shares of the Company's Class A Common Stock, which optionsvested on September 17, 2004. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Information based solely on a Schedule13G/A, dated and filed with the SEC on November 10, 2004 and reporting,as of October 31, 2004, beneficial ownership by FMR Corp., Edward C.Johnson 3d and Abigail P. Johnson of 61,410,699 shares of Class ACommon Stock as of October 31, 2004 (collectively, the"Fidelity Owned Shares"). According to theSchedule 13G/A, Fidelity, a wholly-owned subsidiary of FMR Corp. and aninvestment adviser registered under Section 203 of the InvestmentAdvisers Act of 1940, was the beneficial owner of 42,962,408 shares(which are included in the Fidelity Owned Shares) as a result of actingas investment adviser to various investment companies registered underSection 8 of the Investment Company Act of 1940. The ownership of oneinvestment company, Fidelity Advisors High Yield Fund, amounted to36,977,584 shares (which are included in the Fidelity Owned Shares).Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, andthe funds each has sole power to dispose of the 42,962,408 shares thenowned by the funds. Neither FMR Corp. nor Edward C. Johnson 3d,Chairman of FMR Corp., has the sole power to vote or direct the votingof the shares owned directly by the Fidelity funds, which power resideswith the funds' Boards of Trustees. Fidelity carries out thevoting of the shares under written guidelines established by thefunds' Boards of Trustees. Fidelity Management Trust Company, awholly-owned subsidiary of FMR Corp. and a bank as defined in Section3(a)(6) of the Exchange Act, was the beneficial owner of 18,448,291shares (which are included in the Fidelity Owned Shares) as a result ofits serving as investment manager of the institutional account(s).Edward C. Johnson 3d and FMR Corp., through its control of FidelityManagement Trust Company, each has sole dispositive power over18,448,291 shares and sole power to vote or to direct the voting of14,546,038 shares (which are included in the Fidelity Owned Shares),and no power to vote or to direct the voting of 3,902,253 shares ofClass A Common Stock owned by the institutional account(s) as reportedabove. Members of the Edward C. Johnson 3d family are the predominantowners of Class B shares of common stock of FMR Corp., representingapproximately 49% of the voting power of FMR Corp. Edward C.Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5%of the aggregate outstanding voting stock of FMR Corp. Edward C.Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is aDirector of FMR Corp. As a result of facts described in the Schedule13G/A, members of the Johnson family may be deemed, under theInvestment Company Act of 1940, to form a controlling group withrespect to FMR Corp. Fidelity, Fidelity Advisors High Yield Fund andFidelity Management Trust Company share the same principal businessaddress as FMR Corp. |

|     |                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Includes1,875 shares that Mr. Bernikow may acquire under options that vested onOctober 29, 2004 and 5,515 shares that Mr. Bernikow may acquire underoptions that vested on December 31, 2004. |

|     |                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------|
| (4) | Includes 5,515 shares that Mr. Bohan mayacquire under options that vested on December 31, 2004. |

|     |                                                                                                                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Includes 16,875 shares which Mr. Feldbergmay acquire under options which vested in installments of 1,875 shareson each of May 22, 2001, May 22, 2002, July 13, 2002, May 22, 2003,July 13, 2003, December 17, 2003, May 22, 2004, July 13, 2004 andDecember 17, 2004 and 5,515 shares that Mr. Feldberg may acquire underoptions that vested on December 31, 2004. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | Includes 187,360 shares held directly by Mr.Greeff (including 50,000 shares that represent restricted shares whichvested during 2004), 25,000 shares which Mr. Greeff may acquire underoptions which vested on May 22, 2001, 12,500 shares which Mr. Greeffmay acquire under options which vested on March 26, 2002, 25,000 shareswhich Mr. Greeff may acquire under options which vested on May 22,2002, 12,500 shares which Mr. Greeff may acquire under options whichvested on February 15, 2003, 12,500 shares which Mr. Greeff may acquireunder options which vested on March 26, 2003, 25,000 shares which Mr.Greeff may acquire under options which vested on May 22, 2003, 8,334shares which Mr. Greeff may acquire under options which vested onSeptember 17, 2003, 12,500 shares which Mr. Greeff may acquire underoptions which vested on February 15, 2004, 12,500 shares which Mr.Greeff may acquire under options which vested on March 26, 2004, 25,000shares which Mr. Greeff may acquire under options which vested on May22, 2004, 8,333 shares which Mr. Greeff may acquire under options thatvested on September 17, 2004 and 12,500 shares which Mr. Greeff mayacquire under options that vested on February 15, 2005. Mr. Greeffceased employment with the Company in February 2005. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Includes 134 shares held directly by Mr.Landau, 16,875 shares which Mr. Landau may acquire under options whichvested in installments of 1,875 shares on each of May 22, 2001, May 22,2002, July 13, 2002, May 22, 2003, July 13, 2003, December 17, 2003,May 22, 2004, July 13, 2004, December 17, 2004 and 5,515 shares whichMr. Landau may acquire under options which vested on December 31,2004. |

|     |                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Includes 25,000 shares thatMr. McGuire may acquire under options that vested on August 18, 2004and 248,750 shares that Mr. McGuire may acquire under options thatvested on December 31, 2004. |

|     |                                                                                                                                                                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9) | Includes 16,875 shares which Ms. Robinsonmay acquire under options which vested in installments of 1,875 shareson each of May 22, 2001, May 22, 2002, July 13, 2002, May 22, 2003,July 13, 2003, December 17, 2003, May 22, 2004, July 13, 2004, December17, 2004 and 5,515 shares which Ms. Robinson may acquire under optionsthat vested on December 31, 2004. |

|      |                                                                                                                                                                                                                                                                                                                                                                                                       |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) | Includes 451,015 shares held directly byMr. Stahl (including 250,000 shares that represent restricted shareswhich vested during 2004), 13,401 shares held by his wife, as to whichbeneficial ownership is disclaimed, 25,000 shares that Mr. Stahl mayacquire under options that vested on May 19, 2004 and 1,380,000 sharesthat Mr. Stahl may acquire under options that vested on December 31,2004. |

|      |                                                                                                                                             |
|------|---------------------------------------------------------------------------------------------------------------------------------------------|
| (11) | Includes 15,000 shares helddirectly by Mr. Wolfe and 5,515 shares that Mr. Wolfe may acquire underoptions that vested on December 31, 2004. |

|      |                                                                                                                                                                                                                                                                                                                                                                                         |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (12) | Includes shares beneficially owned as ofDecember 31, 2004 by Messrs. Perelman, Bernikow, Bohan, Drapkin,Feldberg, Gittis, Landau and Wolfe, and Ms. Gosden Robinson (who weredirectors as of December 31, 2004) and the Named Executive Officers asof such date (including Messrs. Stahl and McGuire and Mr. Greeff, thelatter who ceased employment with the Company in February2005). |

59

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EQUITY COMPENSATION PLANINFORMATION

The following table sets forth as of December 31,2004, with respect to all compensation plans of the Company previouslyapproved and not previously approved by its stockholders (i) the numberof securities to be issued upon the exercise of outstanding options,warrants and rights and the vesting of restricted stock, (ii) theweighted-average exercise price of such outstanding options, warrantsand rights (which excludes restricted stock) and (iii) the number ofsecurities remaining available for future issuance under such equitycompensation plans, excluding securities reflected in item (i). Adescription of the Supplemental Stock Plan follows the table.

Equity Compensation PlanInformation

|                                           |  |                                                                                                                                                                                                                                             |            |                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                               |      |              |  |        |           |        |  |  |
|-------------------------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|--------------|--|--------|-----------|--------|--|--|
| PlanCategory                              |  |             (a)            Numberof securities to be issued upon exercise ofoutstanding options, warrants andrights |            |             (b)            Weighted-averageexercise price of outstanding options, warrants andrights |  |                    (c)                   Numberof securitiesremaining available for future issuanceunder equity compensation plans (excluding securitiesreflected in column(a)) |
| Previously Approved byStockholders:       |  |
| StockPlan                                 |  |                                                                                                                                                                                                                                        | 36,109,186 | (1)                                                                                                                                                                                                                     |  | $                                                                                                                                                                                                                                                                                                                                                                             | 4.66 | (4)     |  |   | 3,822,698 |   |
| NotPreviously Approved byStockholders:(2) |  |
| 2002 SupplementalStockPlan                |  |                                                                                                                                                                                                                                        | 397,500    | (3)                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                          | N/A  | (3)(4)  |  |   | —   |   |
|                                           |

|  |
|--|
|  |  |
|  |

|     |                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------|
| (1) | Includes5,327,500 shares of restricted stock and 30,781,686 options issuedunder the Stock Plan. |

|     |                                                                                          |
|-----|------------------------------------------------------------------------------------------|
| (2) | TheSupplemental Stock Plan was not required to be approved by theCompany's stockholders. |

|     |                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Includes 530,000 shares of restrictedstock issued under the Supplemental Stock Plan, the entire amount ofsecurities issuable under such plan, less 132,500 of such shares as towhich the restrictions lapsed on June 18, 2004. |

|     |                                                           |
|-----|-----------------------------------------------------------|
| (4) | Weighted-average exercise price excludesrestricted stock. |

On February 17, 2002, the Company adoptedthe Supplemental Stock Plan, the purpose of which was to provide Mr.Stahl, the sole eligible participant, with inducement awards to inducehim to join the Company and to enhance the Company's long-termperformance and profitability. The Supplemental Stock Plan covers530,000 shares of the Company's Class A Common Stock. Awards maybe made under the Supplemental Stock Plan in the form of stock options,stock appreciation rights and restricted or unrestricted stock. OnFebruary 17, 2002, the Compensation Committee granted Mr. Stahl anAward of 530,000 restricted shares of Class A Common Stock, the fullamount of the shares of Class A Common Stock issuable under theSupplemental Stock Plan. The terms of the Supplemental Stock Plan andthe foregoing grant of restricted shares to Mr. Stahl are substantiallythe same as the Stock Plan and the grant of restricted shares to Mr.Stahl under the Stock Plan. Pursuant to the terms of the SupplementalStock Plan, such grant was made conditioned upon Mr. Stahl'sexecution of the Company's standard employee confidentiality andnon-competition agreement. See "— EmploymentAgreements and Termination of Employment Agreements" forinformation regarding vesting and forfeiture.

In addition to theshares of Common Stock beneficially owned by Mr. Perelman as describedunder Item 12, "Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters",Mr. Perelman was awarded 50,000 restricted shares of Class A CommonStock as to which the restrictions are expected to lapse no later thanSeptember 17, 2005 and options to acquire 300,000 shares of Class ACommon Stock that vest on March 30, 2005, 56,250 shares of Class ACommon Stock that vest on June 18, 2005 and 33,333 shares of Class ACommon Stock that vest on September 17, 2005.

Item13.    Certain Relationships and Related Transactions

As ofDecember 31, 2004, MacAndrews & Forbes beneficially owned shares ofRevlon, Inc.'s Common Stock having approximately 77.2% ofthe voting power of the outstanding shares of Revlon, Inc.'sCommon Stock. As a result, MacAndrews & Forbes is able to electRevlon, Inc.'s entire Board of 

60

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Directors and control the vote on all matterssubmitted to a vote of Revlon, Inc.'s stockholders. MacAndrews& Forbes is wholly owned by Ronald O. Perelman, Chairman of Revlon,Inc.'s Board of Directors.

Transfer Agreements

InJune 1992, Revlon, Inc. and Products Corporation entered into an assettransfer agreement with Revlon Holdings LLC a Delaware limitedliability company and formerly a Delaware corporation known as RevlonHoldings Inc. ("Revlon Holdings") and whichis an affiliate and an indirect wholly-owned subsidiary of MacAndrews& Forbes Holdings) and certain of its wholly-owned subsidiaries,and Revlon, Inc. and Products Corporation entered into a real propertyasset transfer agreement with Revlon Holdings, and pursuant to suchagreements, on June 24, 1992 Revlon Holdings transferred assets toProducts Corporation and Products Corporation assumed all of theliabilities of Revlon Holdings, other than certain specificallyexcluded assets and liabilities (the liabilities excluded are referredto as the "Excluded Liabilities"). Certainconsumer products lines sold in demonstrator-assisted distributionchannels considered not integral to Revlon, Inc.'s business, andthat historically had not been profitable, and certain other assets andliabilities were retained by Revlon Holdings. Revlon Holdings agreed toindemnify Revlon, Inc. and Products Corporation against losses arisingfrom the Excluded Liabilities, and Revlon, Inc. and ProductsCorporation agreed to indemnify Revlon Holdings against losses arisingfrom the liabilities assumed by Products Corporation. The amountreimbursed by Revlon Holdings to Products Corporation for the ExcludedLiabilities for 2004 was $0.2 million.

ReimbursementAgreements

Revlon, Inc., Products Corporation and MacAndrews& Forbes Inc. have entered into reimbursement agreements (the"Reimbursement Agreements") pursuant to which(i) MacAndrews & Forbes Inc. is obligated to provide (directly orthrough affiliates) certain professional and administrative services,including employees, to Revlon, Inc. and its subsidiaries, includingProducts Corporation, and purchase services from third party providers,such as insurance, legal and accounting services and air transportationservices, on behalf of Revlon, Inc. and its subsidiaries, includingProducts Corporation, to the extent requested by Products Corporation,and (ii) Products Corporation is obligated to provide certainprofessional and administrative services, including employees, toMacAndrews & Forbes Inc. (and its affiliates) and purchase servicesfrom third party providers, such as insurance and legal and accountingservices, on behalf of MacAndrews & Forbes Inc. (and itsaffiliates) to the extent requested by MacAndrews & Forbes Inc.,provided that in each case the performance of such services does notcause an unreasonable burden to MacAndrews & Forbes Inc. orProducts Corporation, as the case may be. Products Corporationreimburses MacAndrews & Forbes Inc. for the allocable costs of theservices purchased for or provided to Products Corporation and itssubsidiaries and for reasonable out-of-pocket expenses incurred inconnection with the provision of such services. MacAndrews & ForbesInc. (or such affiliates) reimburses Products Corporation for theallocable costs of the services purchased for or provided to MacAndrews& Forbes Inc. (or such affiliates) and for the reasonableout-of-pocket expenses incurred in connection with the purchase orprovision of such services. Each of Revlon, Inc. and ProductsCorporation, on the one hand, and MacAndrews & Forbes Inc., on theother, has agreed to indemnify the other party for losses arising outof the provision of services by it under the Reimbursement Agreementsother than losses resulting from its willful misconduct or grossnegligence. The Reimbursement Agreements may be terminated by eitherparty on 90 days' notice. Products Corporation does not intend torequest services under the Reimbursement Agreements unless their costswould be at least as favorable to Products Corporation as could beobtained from unaffiliated third parties. Revlon, Inc. and ProductsCorporation participate in MacAndrews & Forbes' directors andofficers liability insurance program, which covers Revlon, Inc. andProducts Corporation, as well as MacAndrews & Forbes. The limits ofcoverage are available on an aggregate basis for losses to any or allof the participating companies and their respective directors andofficers. Revlon, Inc. and Products Corporation reimburse MacAndrews& Forbes for their allocable portion of the premiums for suchcoverage, which the Company believes is more favorable than thepremiums the Company would pay were it to secure stand-alone coverage.The amounts paid by Revlon, Inc. and Products Corporation to MacAndrews& Forbes for premiums is 

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included in the amounts paid under theReimbursement Agreements. The net amount payable to MacAndrews &Forbes Inc. by Products Corporation for the services provided under theReimbursement Agreements for 2004 was $1.0 million.

Tax SharingAgreements

As a result of the closing of the Revlon ExchangeTransactions (see "— Debt Reduction Transactions andRelated Agreements — Debt Reduction Transactions"),as of the end of March 25, 2004, Revlon, Inc., Products Corporation andtheir U.S. subsidiaries were no longer included in the MacAndrews &Forbes Group for federal income tax purposes. The MacAndrews &Forbes Tax Sharing Agreement will remain in effect solely for taxableperiods beginning on or after January 1, 1992, through and includingMarch 25, 2004. In these taxable periods, Revlon, Inc. and ProductsCorporation were included in the MacAndrews & Forbes Group, andRevlon, Inc.'s and Products Corporation's federal taxableincome and loss were included in such group's consolidated taxreturn filed by MacAndrews & Forbes Holdings. Revlon, Inc. andProducts Corporation were also included in certain state and local taxreturns of MacAndrews & Forbes Holdings or its subsidiaries. InJune 1992, Revlon Holdings, Revlon, Inc., Products Corporation andcertain of its subsidiaries, and MacAndrews & Forbes Holdingsentered into a tax sharing agreement (as subsequently amended andrestated, the "MacAndrews & Forbes Tax SharingAgreement"), pursuant to which MacAndrews & ForbesHoldings agreed to indemnify Revlon, Inc. and Products Corporationagainst federal, state or local income tax liabilities of theMacAndrews & Forbes Group (other than in respect of Revlon, Inc.and Products Corporation) for taxable periods beginning on or afterJanuary 1, 1992 during which Revlon, Inc. and Products Corporation or asubsidiary of Products Corporation was a member of such group. Pursuantto the MacAndrews & Forbes Tax Sharing Agreement, for all suchtaxable periods, Products Corporation was required to pay to Revlon,Inc., which in turn was required to pay to Revlon Holdings, amountsequal to the taxes that Products Corporation would otherwise have hadto pay if it were to file separate federal, state or local income taxreturns (including any amounts determined to be due as a result of aredetermination arising from an audit or otherwise of the consolidatedor combined tax liability relating to any such period which wasattributable to Products Corporation), except that Products Corporationwas not entitled to carry back any losses to taxable periods endingprior to January 1, 1992. No payments were required by ProductsCorporation or Revlon, Inc. if and to the extent Products Corporationwas prohibited under the terms of its 2004 Credit Agreement from makingtax sharing payments to Revlon, Inc. The 2004 Credit Agreementprohibits Products Corporation from making such tax sharing paymentsunder the MacAndrews & Forbes Tax Sharing Agreement other than inrespect of state and local income taxes. The MacAndrews & ForbesTax Sharing Agreement was amended, effective as of January 1, 2001, toeliminate a contingent payment to Revlon, Inc. under certaincircumstances in return for a $10 million note with interest at12% and interest and principal payable by MacAndrews &Forbes Holdings on December 31, 2005. As a result of tax net operatinglosses and prohibitions under the 2004 Credit Agreement, there were nofederal tax payments or payments in lieu of taxes pursuant to theMacAndrews & Forbes Tax Sharing Agreement in respect of 2004.

Following the closing of the Revlon Exchange Transactions, Revlon,Inc. became the parent of a new consolidated group for federal incometax purposes and Products Corporation's federal taxable incomeand loss will be included in such group's consolidated taxreturns. Accordingly, Revlon, Inc. and Products Corporation enteredinto a new tax sharing agreement (the "Revlon Tax SharingAgreement") pursuant to which Products Corporation will berequired to pay to Revlon, Inc. amounts equal to the taxes thatProducts Corporation would otherwise have had to pay if ProductsCorporation were to file separate federal, state or local income taxreturns, limited to the amount, and payable only at such times, asRevlon, Inc. will be required to make payments to the applicable taxingauthorities. The 2004 Credit Agreement does not prohibit payments fromProducts Corporation to Revlon, Inc. to the extent required under theRevlon Tax Sharing Agreement. As a result of tax net operating losses,we expect that there will be no federal tax payments or payments inlieu of taxes by Products Corporation to Revlon, Inc. pursuant to theRevlon Tax Sharing Agreement in respect of 2004.

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Registration Rights Agreement

Prior to the consummation of Revlon, Inc.'s initial publicequity offering in February 1996, Revlon, Inc. and Revlon WorldwideCorporation (subsequently merged into REV Holdings), the then directparent of Revlon, Inc., entered into a registration rights agreement(the "Registration Rights Agreement"), and inFebruary 2003, MacAndrews & Forbes Inc. executed a joinderagreement to the Registration Rights Agreement, pursuant to which REVHoldings, MacAndrews & Forbes Inc. and certain transferees ofRevlon, Inc.'s Common Stock held by REV Holdings (the"Holders") had the right to require Revlon,Inc. to register all or part of Revlon, Inc.'s Class A CommonStock owned by such Holders, including shares of Class A Common Stockpurchased in connection with the $50.0 million equity rights offeringconsummated by Revlon, Inc. in 2003, and shares of Class A Common Stockissuable upon conversion of Revlon, Inc.'s Class B Common Stockowned by such Holders under the Securities Act of 1933, as amended (a"Demand Registration"); provided that Revlon,Inc. may postpone giving effect to a Demand Registration for a periodof up to 30 days if Revlon, Inc. believes such registration might havea material adverse effect on any plan or proposal by Revlon, Inc. withrespect to any financing, acquisition, recapitalization, reorganizationor other material transaction, or if Revlon, Inc. is in possession ofmaterial non-public information that, if publicly disclosed, couldresult in a material disruption of a major corporate development ortransaction then pending or in progress or in other material adverseconsequences to Revlon, Inc. In addition, the Holders have the right toparticipate in registrations by Revlon, Inc. of its Class A CommonStock (a "Piggyback Registration"). TheHolders will pay all out-of-pocket expenses incurred in connection withany Demand Registration. Revlon, Inc. will pay any expenses incurred inconnection with a Piggyback Registration, except for underwritingdiscounts, commissions and expenses attributable to the shares ofRevlon, Inc.'s Class A Common Stock sold by such Holders. Inconnection with the closing of the Revlon Exchange Transactions andpursuant to the 2004 Investment Agreement, MacAndrews & Forbes Inc.executed a joinder agreement that provided that MacAndrews & ForbesInc. would also be a Holder under the Registration Rights Agreement andthat all shares acquired by MacAndrews & Forbes Inc. pursuant tothe Debt Reduction Transactions or the Investment Agreement are deemedto be registrable securities under the Registration RightsAgreement.

2003 and 2004 MacAndrews & Forbes Loans

In February 2003, MacAndrews & Forbes Holdings made availablethe MacAndrews & Forbes $100 million term loan to ProductsCorporation. In connection with the Revlon Exchange Transactions,MacAndrews & Forbes exchanged approximately $109.7 million ofprincipal and accrued and capitalized interest outstanding under suchloan (constituting all amounts outstanding thereunder) for 43,860,730shares of Class A Common Stock, upon which the loan was fully retired.(see "— Debt Reduction Transactions and RelatedAgreements — Certain Agreements Relating to the Debt ReductionTransactions — MacAndrews Support Agreement").

MacAndrews & Forbes Holdings also provided Products Corporationin February 2003 with the MacAndrews & Forbes $65 million line ofcredit. As of the closing date of the Revlon Exchange Transactions, nilwas outstanding under the MacAndrews & Forbes $65 million line ofcredit. (see "—  Debt Reduction Transactionsand Related Agreements — Certain Agreements Relating to the DebtReduction Transactions — MacAndrews SupportAgreement"). As described below, the MacAndrews &Forbes $65 million line of credit and the remaining availability underthe 2004 MacAndrews & Forbes $125 million term loan (describedbelow) were consolidated into the single 2004 Consolidated MacAndrews& Forbes Line of Credit effective as of August 10, 2004.

InDecember 2003, Revlon, Inc.'s Board of Directors approved twoloans to Products Corporation from MacAndrews & Forbes Holdings,the 2004 MacAndrews & Forbes Loan, to provide up to $100 million ifneeded, to enable the Company to continue to implement and refine itsstrategic plan, and the $25 million MacAndrews & Forbes Loan toprovide an additional $25 million to be used for general corporatepurposes. The 2004 MacAndrews & Forbes Loan and $25 millionMacAndrews & Forbes Loan were consolidated into the 2004 MacAndrews& Forbes $125 million term loan. In connection with the RevlonExchange Transactions, MacAndrews & Forbes exchanged approximately$38.9 million of principal and capitalized interest outstanding underthe 2004 MacAndrews & Forbes $125 million term 

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loan (constituting all amounts outstandingthereunder as of such date) for 15,579,882 shares of Class A CommonStock (see "—  Debt Reduction Transactions andRelated Agreements — Certain Agreements Relating to the DebtReduction Transactions — MacAndrews SupportAgreement"). As described below, the MacAndrews &Forbes $65 million line of credit and the remaining availability underthe 2004 MacAndrews & Forbes $125 million term loan wereconsolidated into the single 2004 Consolidated MacAndrews & ForbesLine of Credit effective as of August 10, 2004.

On July 9, 2004,Products Corporation and MacAndrews & Forbes Inc. entered into anagreement, which effective as of August 10, 2004 amended, restated andconsolidated the facilities for the MacAndrews & Forbes $65 millionline of credit and the 2004 MacAndrews & Forbes $125 million termloan (the latter as to which, after the Revlon Exchange Transactions,the total term loan availability was $87 million) into the single 2004Consolidated MacAndrews & Forbes Line of Credit with availabilityof $152 million. The commitment under the 2004 Consolidated MacAndrews& Forbes Line of Credit reduces to $87 million as of July 1, 2005and terminates on December 1, 2005. Loans are available under the 2004Consolidated MacAndrews & Forbes Line of Credit if (i) theMulti-Currency Facility under Products Corporation's 2004 CreditAgreement has been substantially drawn (after taking into accountanticipated needs for Local Loans (as defined in the 2004 CreditAgreement) and letters of credit), (ii) such borrowing is necessary tocause the excess borrowing base under the Multi-Currency Facility ofthe 2004 Credit Agreement to remain greater than $30 million, (iii)additional revolving loans are not available under the Multi-CurrencyFacility or (iv) such borrowing is reasonably necessary to prevent orto cure a default or event of default under the 2004 Credit Agreement.Loans under the 2004 Consolidated MacAndrews & Forbes Line ofCredit bear interest (which is not payable in cash but is capitalizedquarterly in arrears) at a rate per annum equal to the lesser of (a)12.0% and (b) 0.25% less than the rate payable from timeto time on Eurodollar loans under the Term Loan Facility under the 2004Credit Agreement, which on December 31, 2004 was 8.0%, provided,that at any time that the Eurodollar Base Rate under the 2004 CreditAgreement is equal to or greater than 3.0%, the applicable rateto loans under the 2004 Consolidated MacAndrews & Forbes Line ofCredit will be equal to the lesser of (x) 12.0% and (y)5.25% over the Eurodollar Base Rate then in effect. Inconnection with the 2004 Consolidated MacAndrews & Forbes Line ofCredit, on July 15, 2004, Revlon, Inc., Fidelity and MacAndrews &Forbes agreed to eliminate the Borrowing Limitation.

DebtReduction Transactions and Related Agreements

DebtReduction Transactions

On February 11, 2004, Revlon,Inc.'s Board of Directors approved, and on March 25, 2004 Revlon,Inc. consummated the Revlon Exchange Transactions, which were a seriesof transactions to reduce debt and strengthen the Company'sbalance sheet and capital structure, comprised of the Revlon ExchangeOffers, Loan Conversion Transactions and Preferred Stock Transactions(each as defined below). Substantially all of the terms of the RevlonExchange Transactions, including the exchange rates for the RevlonExchange Offers, the Loan Conversion Transactions and the exchange ofRevlon, Inc.'s Series A preferred stock, par value $0.01 pershare (the "Revlon Series A PreferredStock"), in the Preferred Stock Transactions, wereprivately negotiated and agreed to with Fidelity. Such negotiationsalso encompassed the terms of MacAndrews & Forbes'participation and back-stop obligations (as described below). TheRevlon Exchange Transactionsincluded:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | **The Revlon ExchangeOffers****—**Offers to exchange (the"Revlon Exchange Offers"), for ProductsCorporation's outstanding 8 1/8% SeniorNotes and 9% Senior Notes, shares of Class A Common Stock at anexchange ratio of 400 shares of Class A Common Stock or, at the optionof the tendering holder, cash (subject to certain limitations andproration) in an amount equal to $830 with respect to the8 1/8% Senior Notes and $800 with respect to the9% Senior Notes, for each $1,000 principal amount of8 1/8% Senior Notes and 9% Senior Notestendered for exchange; and, for Products Corporation'soutstanding 8 5/8% Senior Subordinated Notes(together with the 8 1/8% Senior Notes and the9% Senior Notes, the "ExchangeNotes"), shares of Class A Common Stock at an exchangeratio of 300 shares of Class A Common Stock or, at the option of thetendering holder, cash (subject to certain limitations and proration)in an amount equal to $620, for each $1,000 principal amount of8 5/8% Senior Subordinated Notes tendered for |

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|        |                                                                                                                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | exchange (in each case, with any accrued andunpaid interest on the Exchange Notes exchangeable for, at the optionof the holder thereof, cash or shares of Class A Common Stock at anexchange ratio of 400 shares of Class A Common Stock for each $1,000 ofaccrued interest). |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | **The LoanConversion Transactions****—**The exchange of Class ACommon Stock for outstanding amounts (including principal and interest)owing to MacAndrews & Forbes, as of the closing date of the RevlonExchange Transactions, under the MacAndrews & Forbes $100 millionterm loan, the MacAndrews & Forbes $65 million line of credit, the2004 MacAndrews & Forbes $125 million term loan and approximately$24 million of certain subordinated promissory notes payable to RevlonHoldings (the "MacAndrews Advance" and,collectively with the MacAndrews & Forbes $100 million term loan,the MacAndrews & Forbes $65 million line of credit and the 2004MacAndrews & Forbes $125 million term loan, the"Conversion Loans") at an exchange ratio of400 shares of Class A Common Stock for each $1,000 of indebtednessoutstanding under the MacAndrews & Forbes $100 million term loan,MacAndrews & Forbes $65 million line of credit and 2004 MacAndrews& Forbes $125 million term loan and 300 shares of Class A CommonStock for each $1,000 of indebtedness outstanding under the MacAndrewsAdvance (the "Loan ConversionTransactions"). |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | **The Preferred StockTransactions****—**The exchange of Class A Common Stockfor all 546 shares of Revlon, Inc.'s outstanding Series APreferred Stock (having an aggregate liquidation preference ofapproximately $54.6 million) at an exchange ratio of 160 shares ofClass A Common Stock for each $1,000 of liquidation preferenceoutstanding and the conversion of all 4,333 shares of Revlon,Inc.'s outstanding Series B convertible preferred stock, parvalue $0.01 per share, ("Series B PreferredStock") into 433,333 shares of Class A Common Stock inaccordance with its terms (the "Preferred StockTransactions"). |

The Revlon Exchange Transactionsclosed on March 25, 2004 asfollows:

|              |                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | An aggregate of approximately$631.2 million aggregate principal amount of Exchange Notes, comprisingapproximately $133.8 million, $174.5 million and $322.9 millionaggregate principal amount of 8 1/8% SeniorNotes, 9% Senior Notes and 8 5/8% SeniorSubordinated Notes, respectively, were tendered in the Revlon ExchangeOffers for an aggregate of 224,133,372 shares of Class A CommonStock. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | MacAndrews & Forbes (andin the case of (i) below, other entities related to it) exchanged, (i)in the Revlon Exchange Offers an aggregate of approximately $287.7million aggregate principal amount (together with accrued and unpaidinterest thereon) of Products Corporation's Exchange Notes (aspart of the total of approximately $631.2 million aggregate principalamount of Exchange Notes exchanged in the Revlon Exchange Offers),comprising approximately $1.0 million and $286.7 million aggregateprincipal amount of Products Corporation's 9% Senior Notesand 8 5/8% Senior Subordinated Notes,respectively, in exchange for an aggregate of 87,914,170 shares ofClass A Common Stock (including shares issued in respect of accruedinterest on such notes); (ii) in the Loan Conversion Transactions anaggregate of approximately $172.7 million (including principal andaccrued interest) outstanding under the Conversion Loans in exchangefor an aggregate of 66,666,788 shares of Class A Common Stock,comprising approximately $109.7 million outstanding under theMacAndrews & Forbes $100 million term loan in exchange for43,860,730 shares of Class A Common Stock, $38.9 million outstandingunder the 2004 MacAndrews & Forbes $125 million term loan inexchange for 15,579,882 shares of Class A Common Stock, and $24.1million outstanding under the MacAndrews Advance in exchange for7,226,176 shares of Class A Common Stock; and (iii) in the PreferredStock Transactions all 546 shares of outstanding Series A PreferredStock for 8,736,000 shares of Class A Common Stock and converted all4,333 shares of Series B Preferred Stock into 433,333 shares of Class ACommon Stock. Revlon, Inc. issued an aggregate of 163,750,291 shares ofClass A Common Stock to MacAndrews & Forbes and other entitiesrelated to it in the Revlon Exchange Transactions. As of December 31,2004, MacAndrews & Forbes beneficially owned 191,246,058 shares ofClass A Common Stock and 31,250,000 shares of Class B Common Stock, |

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|        |                                                                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | or approximately 59.9% of theoutstanding shares of Common Stock (see Part III, Item 12. SecurityOwnership of Certain Beneficial Owners, Management and RelatedStockholder Matters). |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Accounts andfunds managed by Fidelity exchanged in the Revlon Exchange Offersapproximately $195.7 million aggregate principal amount (together withaccrued and unpaid interest thereon) of Exchange Notes (as part of thetotal of approximately $631.2 million aggregate principal amount ofExchange Notes exchanged in the Revlon Exchange Offers), in exchangefor 76,873,304 shares of Class A Common Stock. Included in the $195.7million aggregate principal amount of Exchange Notes were the FidelityInitial Notes (as hereinafter defined) (having an aggregate principalamount of approximately $155.1 million) tendered pursuant to theFidelity Support Agreement and an additional $40.6 million aggregateprincipal amount of Exchange Notes, comprising, in the aggregate,approximately $77.8 million, $85.9 million and $32.1 million aggregateprincipal amount of 8 1/8% Senior Notes,9% Senior Notes and 8 5/8% SeniorSubordinated Notes, respectively. As of December 31, 2004, funds andaccounts managed by FMR Corp. (of which Fidelity is a wholly-ownedsubsidiary) beneficially held approximately 61.4 million shares ofClass A Common Stock (representing approximately 16.6% of theoutstanding shares of Common Stock and approximately 9.4% of thecombined voting power of the Common Stock as of such date). |

Certain Agreements Relating to the Debt ReductionTransactions

Guaranty of the Exchange Notes

In connection with the Revlon Exchange Transactions, Revlon, Inc.entered into supplemental indentures pursuant to which it agreed toguarantee the obligations of Products Corporation under the indenturesgoverning the Exchange Notes. The guarantee is subordinated in right ofpayment to Revlon, Inc.'s guarantee of ProductsCorporation's obligations under the 2004 Credit Agreement.

Fidelity Support Agreement

In connection with the DebtReduction Transactions, Revlon, Inc. entered into an agreement withFidelity (as amended, the "Fidelity SupportAgreement") pursuant to which Fidelity agreed to, amongother things:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | tender or cause to betendered in the Revlon Exchange Offers, subject to the terms andconditions thereof, approximately $75.6 million aggregate principalamount of Products Corporation's outstanding8 1/8% Senior Notes, $47.4 million aggregateprincipal amount of Products Corporation's outstanding 9%Senior Notes and $32.1 million aggregate principal amount of ProductsCorporation's outstanding 8 5/8% SeniorSubordinated Notes (collectively, the "Fidelity InitialNotes"), which notes were held by accounts and fundsmanaged by Fidelity as of the date of the Fidelity Support Agreement,in exchange for shares of Class A Common Stock; and |

|              |                                                                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | elect to receive either cash or shares ofClass A Common Stock in exchange for accrued and unpaid interest (atthe applicable rate) on any Exchange Notes tendered by it in the RevlonExchange Offers. |

Pursuant to the Fidelity Support Agreement,Revlon, Inc. agreed with Fidelity, among other things, not to permitProducts Corporation to have outstanding aggregate borrowings, at anytime following the close of the Revlon Exchange Offers and until thetermination of the Stockholders Agreement (as described below), underthe MacAndrews & Forbes $65 million line of credit and the 2004MacAndrews & Forbes $125 million term loan in excess ofapproximately $86.7 million (the "BorrowingLimitation"). The Borrowing Limitation was eliminated inJuly 2004, as described below.

Pursuant to the Fidelity SupportAgreement, as a condition to the exchange of Exchange Notes in theRevlon Exchange Offers and effective upon the March 25, 2004 closing ofthe Revlon Exchange Offers, two directors nominated by Fidelity(Messrs. Paul J. Bohan and Kenneth L. Wolfe) were appointed to Revlon,Inc.'s Board of Directors. In addition, in accordance with theterms of the Fidelity Support Agreement, Mr. Bohan was appointed toRevlon, Inc.'s Audit Committee and Mr. Wolfe was appointed

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to Revlon, Inc.'s CompensationCommittee and Nominating Committee. Fidelity has no further rights todesignate members to Revlon, Inc.'s Board of Directors. TheFidelity Support Agreement terminated upon the consummation of theRevlon Exchange Transactions on March 25, 2004.

MacAndrewsSupport Agreement

In connection with the Revlon ExchangeTransactions, Revlon, Inc. entered into a separate agreement withMacAndrews & Forbes (as amended, the "MacAndrewsSupport Agreement"), pursuant to which MacAndrews &Forbes agreed to, among otherthings:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | tender or cause to be tenderedin the Revlon Exchange Offers, subject to the terms and conditionsthereof, approximately $1.0 million aggregate principal amount ofProducts Corporation's outstanding 9% Senior Notes and$284.8 million aggregate principal amount of ProductsCorporation's outstanding 8 5/8% SeniorSubordinated Notes (collectively with the Fidelity Initial Notes, the"Negotiated Transaction Notes"), and theaggregate outstanding principal amount of all Exchange Notes acquiredby MacAndrews & Forbes prior to the expiration of the RevlonExchange Offers, in exchange for shares of Class A Common Stock; |

|              |                                                                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | elect to receive shares of Class A CommonStock in exchange for accrued and unpaid interest (at the applicablerate) on any Exchange Notes tendered in the Revlon Exchange Offers; |

|              |                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | upon the closing of the Revlon ExchangeOffers, exchange all amounts outstanding (including accrued and unpaidinterest) as of the date of such closing under the Conversion Loans forshares of Class A Common Stock in the Loan Conversion Transactions;and |

|              |                                                                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | upon the closing of the RevlonExchange Offers, exchange all 546 shares of outstanding Series APreferred Stock held by it for shares of Class A Common Stock andconvert all 4,333 shares of outstanding Series B Preferred Stock heldby it into shares of Class A Common Stock in the Preferred StockTransactions. |

The MacAndrews Support Agreement terminated uponconsummation of the Revlon Exchange Transactions on March 25, 2004.

2004 Investment Agreement

In furtherance of theFidelity Support Agreement and the MacAndrews Support Agreement, onFebruary 20, 2004, Revlon, Inc. entered into an investment agreementwith MacAndrews & Forbes, which was amended in March 2004 and March2005 (as amended, the "2004 InvestmentAgreement"). Pursuant to the 2004 Investment Agreement,MacAndrews & Forbes committed to undertake certain transactionswith Revlon, Inc. that enabled, and will enable, the reduction ofProduct Corporation's indebtedness by an aggregate of $300million between the date of the agreement and March 31, 2006, of which$109.7 million remained to be achieved as of December 31, 2004. (See"Recent Developments").

AgreementsRelating to the Revlon Exchange Offers.    To the extent that aminimum of $150 million aggregate principal amount of Exchange Notes(other than the Negotiated Transaction Notes) had not been tendered inthe Revlon Exchange Offers, MacAndrews & Forbes agreed to back-stopthe Revlon Exchange Offers by subscribing for additional shares ofClass A Common Stock, at a purchase price of $2.50 per share, to theextent of any such shortfall. Because approximately $190.3 millionaggregate principal amount of Exchange Notes in excess of theNegotiated Transaction Notes was tendered in the Revlon ExchangeOffers, MacAndrews & Forbes was not required to back-stop theRevlon Exchange Offers.

First Rights Offering.    Inthe event that MacAndrews & Forbes had purchased Class A CommonStock for cash as part of the Revlon Exchange Offers in any of thecircumstances described above, Revlon, Inc. agreed to consummate arights offering as soon as reasonably practicable after the closing ofthe Revlon Exchange Offers in order to provide the other pre-ExchangeTransaction stockholders the pro rata opportunity to subscribe forshares of Class A Common Stock at the same $2.50 per share subscriptionprice. Because MacAndrews & Forbes did not purchase Class A CommonStock for cash in connection with the Revlon Exchange Offers asdescribed above, Revlon, Inc. did not conduct this first rightsoffering.

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Second Rights Offering.    As thenext step in the Company's debt reduction plan, and to the extentthat Revlon, Inc. had not accomplished an aggregate of $200 million offurther debt reduction following the Revlon Exchange Offers (which wasto have included MacAndrews & Forbes' back-stop, if any) andthe first rights offering, Revlon, Inc. agreed, prior to December 31,2004, to consummate a second rights offering in order to provide allstockholders the pro rata opportunity to subscribe for shares of ClassA Common Stock. For these purposes, $200 million of further debtreduction was to be measured by adding the aggregate principal amountof Exchange Notes tendered in the Revlon Exchange Offers (other thanthe Negotiated Transaction Notes), the amount of any cash contributedby MacAndrews & Forbes (other than to provide the cashconsideration for the Revlon Exchange Offers) and the proceeds of thefirst rights offering described above. MacAndrews & Forbes hadagreed to back-stop this second rights offering by agreeing to purchaseall shares not subscribed for by other stockholders, thereby ensuringthat the second rights offering would have been fully subscribed up tothe amount necessary to meet the $200 million aggregate debt reductiontarget.

As a result of the $190.3 million aggregate principalamount of Exchange Notes tendered in the Revlon Exchange Offers inexcess of the Negotiated Transaction Notes, the second rights offeringwould have been at an aggregate subscription price of only $9.7million. Because the costs and expenses, as well as the use oforganizational resources, associated with a $9.7 million rightsoffering would be unduly disproportionate, on March 24, 2004, theFidelity Support Agreement, the MacAndrews Support Agreement and the2004 Investment Agreement relating to the debt reduction plan were eachamended (the "March 2004 Amendments") toenable Revlon, Inc. to satisfy this remaining $9.7 million of debtreduction as part of the third stage equity offerings to occur by March2006 as described below.

Third Stage EquityOfferings.    As the last step in the debt reductiontransactions, and in order to reach an aggregate of $300 million offurther debt reduction (inclusive of the debt reduction describedabove), Revlon, Inc. agreed to consummate further equity offerings insuch amounts necessary to meet the $300 million aggregate debtreduction target by March 31, 2006. For these purposes, $300 million offurther debt reduction is measured by adding the aggregate principalamount of Exchange Notes tendered in the Revlon Exchange Offers (otherthan the Negotiated Transaction Notes), the amount of any cashcontributed by MacAndrews & Forbes (other than to provide the cashconsideration for the Revlon Exchange Offers) and the proceeds of thefirst and the second rights offerings described above. Pursuant to theMarch 2004 Amendments, these third stage equity offerings will be at aminimum aggregate offering amount of $109.7 million, representing theamount necessary to meet the $300 million aggregate debt reductiontarget by March 31, 2006. MacAndrews & Forbes has agreed toback-stop up to $109.7 million in these additional equity offerings,thereby ensuring that the $300 million aggregate debt reduction targetwill be fully met. In March 2005, Revlon, Inc. and MacAndrews &Forbes Holdings amended MacAndrews & Forbes Holdings'obligation under the 2004 Investment Agreement to backstop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatthe 8 1/8% Senior Notes have not been refinancedas of such date and Revlon, Inc. conducts an equity offering to affectsuch refinancing. The net cash proceeds, if any, received by Revlon,Inc. in the additional equity offerings will be transferred to ProductsCorporation to be used to reduce outstanding indebtedness (other thanrevolving indebtedness unless there is a corresponding commitmentreduction). The terms of any such equity offerings, if necessary, willbe set by the Board of Directors of Revlon, Inc. and publicly announcedat the appropriate times. (See "RecentDevelopments").

MacAndrews & Forbes'obligations to acquire capital stock pursuant to the 2004 InvestmentAgreement are subject to customary conditions. The 2004 InvestmentAgreement cannot be amended or waived without the prior written consentof Fidelity.

Voting and Other Support.    In addition,MacAndrews & Forbes agreed to use its commercially reasonableefforts and take, or cause to be taken, all commercially reasonableactions in order to facilitate the Debt Reduction Transactions.MacAndrews & Forbes also agreed to vote all of its shares of votingstock in favor of, or consent to, the Debt ReductionTransactions.

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Stockholders Agreement

Alsoin furtherance of the Fidelity Support Agreement, on February 20, 2004,Revlon, Inc. entered into the Stockholders Agreement with Fidelitypursuant to which, among other things, Revlon, Inc. agreed (i) tocontinue to maintain a majority of independent directors (as defined byNYSE listing standards) on the Board of Directors, as it currentlydoes; (ii) to establish and maintain a nominating and corporategovernance committee of the Board of Directors (which was formed inMarch 2004, see "Board of Directors and itsCommittees—Nominating and Corporate GovernanceCommittee"); and (iii) to certain restrictions withrespect to Revlon, Inc.'s conducting any business or enteringinto any transactions or series of related transactions with any of itsaffiliates, any holders of 10% or more of the outstanding votingstock or any affiliates of such holders (in each case, other than itssubsidiaries, including Products Corporation). The StockholdersAgreement provides that any directors nominated by Fidelity inaccordance with the Fidelity Support Agreement shall be deemed to beindependent for purposes of the Stockholders Agreement; nonetheless,Revlon, Inc.'s Board of Directors has determined that each ofMessrs. Bohan and Wolfe (the directors nominated by Fidelity pursuantto the Fidelity Support Agreement) qualifies as independent within themeaning of Section 303A.02 of the NYSE Listed Company Manual and underRevlon, Inc.'s Board Guidelines for Assessing DirectorIndependence and, with respect to Mr. Bohan, under Section 303A.06 ofthe NYSE Listed Company Manual. The Stockholders Agreement willterminate at such time as Fidelity ceases to be the beneficial holderof at least 5% of Revlon, Inc.'s outstanding votingstock.

Other

Pursuant to a lease dated April 2, 1993(the "Edison Lease"), Revlon Holdings leasedto Products Corporation the Edison research and development facilityfor a term of up to 10 years with an annual rent of $1.4 million andcertain shared operating expenses payable by Products Corporationwhich, together with the annual rent, were not to exceed $2.0 millionper year. In August 1998, Revlon Holdings sold the Edison facility toan unrelated third party, which assumed substantially all liability forenvironmental claims and compliance costs relating to the Edisonfacility, and in connection with the sale Products Corporationterminated the Edison Lease and entered into a new lease with the newowner. Revlon Holdings agreed to indemnify Products Corporation throughSeptember 1, 2013 (the term of the new lease) to the extent that rentunder the new lease exceeds rent that would have been payable under theterminated Edison Lease had it not been terminated. The net amountreimbursed by Revlon Holdings to Products Corporation with respect tothe Edison facility for 2004 was $0.3 million.

During 2004,Products Corporation leased a small amount of space at certainfacilities to MacAndrews & Forbes or its affiliates pursuant tooccupancy agreements and leases, including space at ProductsCorporation's New York headquarters. The rent paid by MacAndrews& Forbes or its affiliates to Products Corporation for 2004 was$0.3 million.

The 2004 Credit Agreement is, and prior to theredemption of all Product Corporation's outstanding 12%Senior Secured Notes on August 23, 2004, the 12% Senior SecuredNotes were, supported by, among other things, guaranties from Revlon,Inc. and, subject to certain limited exceptions, all of the domesticsubsidiaries of Products Corporation. The obligations under suchguaranties are and were secured by, among other things, the capitalstock of Products Corporation and, subject to certain limitedexceptions, the capital stock of all of Products Corporation'sdomestic subsidiaries and 66% of the capital stock of ProductsCorporation's and its domestic subsidiaries' first-tierforeign subsidiaries. In connection with the Revlon ExchangeTransactions, on February 11, 2004, Revlon, Inc. entered intosupplemental indentures pursuant to which it agreed to guarantee theobligations of Products Corporation under the indentures governingProduct Corporation's 8 1/8% Senior Notes,9% Senior Notes and 8 5/8% SeniorSubordinated Notes.

In March 2002, prior to the passage of theSarbanes-Oxley Act of 2002, Products Corporation made an advance of$1.8 million to Mr. Stahl pursuant to his employment agreement, whichwas entered into in February 2002, for tax assistance related to agrant of restricted stock provided to Mr. Stahl pursuant to suchagreement, which loan bears interest at the applicable federal rate. InMay 2002, prior to the passage of the Sarbanes-Oxley Act of 2002,Products Corporation made an advance of $2.0 million to Mr.

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Stahl pursuant to his employment agreementin connection with the purchase of his principal residence in the NewYork City metropolitan area, which loan bears interest at theapplicable federal rate. Mr. Stahl repaid $135,968 of such loan during2004. Pursuant to his employment agreement, Mr. Stahl receives fromProducts Corporation additional compensation payable on a monthly basisequal to the amount actually paid by him in respect of interest andprincipal on such $2.0 million advance, which for 2004 was $135,968.Products Corporation also pays Mr. Stahl a gross up for any taxespayable by Mr. Stahl as a result of such additional compensation, whichtax gross up amount was $69,650 in 2004.

During 2000, prior tothe passage of the Sarbanes-Oxley Act of 2002, Products Corporationmade the 2000 Loan to Mr. Greeff, an advance of $0.8 million, pursuantto his employment agreement. The 2000 Loan bears interest at theapplicable federal rate and was payable in 5 equal annual installmentson each of May 9, 2001, 2002, 2003, 2004, and on May 9, 2005. Mr.Greeff repaid $0.2 million of the 2000 Loan during 2004 and made otherscheduled repayments during each of 2001, 2002 and 2003. Pursuant tohis employment agreement, Mr. Greeff was entitled to receive bonusesfrom Products Corporation, payable on each May 9th commencing on May 9,2001 and ending on May 9, 2005, in each case equal to the sum of theprincipal and interest on the advance repaid in respect of such year byMr. Greeff, provided that he remained employed by Products Corporationon each such May 9th. A bonus installment of $0.2 million was paid byProducts Corporation to Mr. Greeff in May 2004. Pursuant to the termsof the Greeff Separation Agreement, as a result of the fact that Mr.Greeff ceased employment in February 2005, Mr. Greeff is scheduled torepay the remaining amount of the 2000 Loan by May 9, 2005 and ProductsCorporation is expected to pay the final bonus installment to Mr.Greeff on or about May 9, 2005.

During 2004, ProductsCorporation made payments of $0.4 million to Ms. Ellen Barkin (spouseof Mr. Perelman) under a written agreement pursuant to which sheprovides voiceover services for certain of the Company'sadvertisements, which payments were competitive with industry rates forsimilarly situated talent.

During 2004, Products Corporationobtained advertising, media buying and direct marketing services fromvarious subsidiaries of WPP. Ms. Robinson is employed by one ofWPP's subsidiaries, however, Ms. Robinson is neither an executiveofficer of, nor does she hold any material equity interest in, WPP.Products Corporation paid WPP $0.4 million for such services in 2004,which fees were less than 1% of the Company's estimate ofWPP's consolidated gross revenues for 2004 and less than1% of the Company's consolidated gross revenues for 2004.Products Corporation's decision to engage WPP was based uponWPP's professional expertise in understanding the advertisingneeds of the consumer packaged goods industry, as well as its globalpresence in many of the international markets in which the Companyoperates, and the rates paid were competitive with industry rates forsimilarly situated advertising agencies.

Products Corporationemployed Mr. Perelman's daughter in a marketing position throughJune 2004, with compensation paid for that period of 2004 of less than$60,000.

Products Corporation employed Mr. Drapkin'sdaughter in a marketing position through June 2004, with compensationpaid for that period of 2004 of less than $60,000.

During 2004,Products Corporation paid $1.0 million to a nationally-recognizedsecurity services company, in which MacAndrews & Forbes has acontrolling interest, for security officer services. ProductsCorporation's decision to engage such firm was based upon itsexpertise in the field of security services, and the rates werecompetitive with industry rates for similarly situated securityfirms.

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Item 14.    Principal Accountant Feesand Services

AUDIT FEES

The Audit Committee adopted anAudit Committee Pre-Approval Policy for pre-approving all permissibleaudit and non-audit services performed by KPMG after the final SECrules became effective on May 6, 2003. In November 2004, the AuditCommittee approved the Audit Committee Pre-Approval Policy for2005.

The aggregate fees billed for professional services byKPMG in 2003 and 2004 for these various services were (inmillions):

|                                       |  |        |         |        |  |        |         |        |  |  |
|---------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| Typesof Fees                          |  | 2004   |         | 2003   |
| Audit Fees(a)                         |  | $      | 5.6     |   |  | $      | 3.0     |   |
| Audit-RelatedFees                     |  |   | 0.1     |   |  |   | 0.1     |   |
| Tax Fees(b)                           |  |   | 0.5     |   |  |   | 0.3     |   |
| All OtherFees                         |  |   | — |   |  |   | — |   |
|     **TotalFees** |  | $      | 6.2     |   |  | $      | 3.4     |   |
|                                       |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | In2004, audit fees include fees for professional services rendered forthe audits of (i) the financial statements, (ii) management'sassessment of effectiveness of internal control over financialreporting and (iii) the effectiveness of internal control overfinancial reporting. |

|     |                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------|
| (b) | Includes$0.2 and $0.1 with respect to tax preparation and compliance fees in2004 and 2003, respectively. |

In the above table, inaccordance with the SEC definitions and rules, "auditfees" are fees the Company paid KPMG for professionalservices rendered for the audits of (i) the Company's annualfinancial statements, (ii) management's assessment ofeffectiveness of internal control over financial reporting and (iii)the review of financial statements included in the Company'sQuarterly Reports on Form 10-Q, and for services that are normallyprovided by the auditor in connection with statutory and regulatoryfilings or engagements; "audit-related fees"are fees billed by KPMG for assurance and related services that aretraditionally performed by the auditor, including services performed byKPMG related to employee benefit plan audits, the 2003 Rights Offering,the Revlon Exchange Transactions consummated in 2004 and attestservices not required by statute or regulation; "taxfees" are fees for permissible tax compliance, tax adviceand tax planning; and "all other fees" arefees billed by KPMG to the Company for any permissible services notincluded in the first three categories.

During 2004, Revlon,Inc.'s Audit Committee specifically pre-approved the servicesperformed by KPMG in connection with (i) Revlon, Inc.'s andProducts Corporation's 2004 audits and (ii) the Debt ReductionTransactions in 2004. During 2003, Revlon, Inc.'s Audit Committeespecifically pre-approved the services performed by KPMG in connectionwith (i) Revlon, Inc.'s and Products Corporation's 2003audit and (ii) Revlon, Inc.'s 2003 Rights Offering. All of theother services performed by KPMG for Revlon, Inc.'s and ProductsCorporation's during 2004 and 2003 from and after May 6, 2003(the effective date of the applicable final SEC rules) were eitherexpressly pre-approved by Revlon, Inc.'s Audit Committee or werepre-approved in accordance with Revlon, Inc.'s AuditCommittee's Pre-Approval Policy (attached as Exhibit 99.1) andRevlon, Inc.'s Audit Committee was provided with quarterlyupdates as to the nature of such services and fees paid for suchservices.

Website Availability of Reports and Other CorporateGovernance Information

In January 2004, the Company adopted acomprehensive corporate governance program, including CorporateGovernance Guidelines for Revlon, Inc.'s Board of Directors,Revlon, Inc.'s Board Guidelines for Assessing DirectorIndependence and new charters for the Revlon, Inc.'s Audit andCompensation and Stock Plan Committees. Revlon, Inc maintains acorporate investor relations website, www.revloninc.com, wherestockholders and other interested persons may review, without charge,among other things, Revlon, Inc.'s corporate governance materialsand certain SEC filings (such as Revlon, Inc.'s annual reports onForm 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,proxy 

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statements, annual reports, Section 16reports reflecting certain changes in the stock ownership of Revlon,Inc.'s directors and Section 16 executive officers, and certainother documents filed with the Commission), each of which are generallyavailable on such site on the same business day as the filing date withthe Commission. In addition, under the section of the website entitled,"Corporate Governance," Revlon, Inc. poststhe latest versions of its Corporate Governance Guidelines, BoardGuidelines for Assessing Director Independence, charters for Revlon,Inc.'s Audit Committee, Nominating and Corporate GovernanceCommittee and Compensation and Stock Plan Committee, as well as Revlon,Inc.'s Code of Business Conduct, which includes Revlon,Inc.'s Code of Ethics for Senior Financial Officers, each ofwhich the Company will provide in print, without charge, upon writtenrequest to Robert K. Kretzman, Executive Vice President and Chief LegalOfficer, Revlon, Inc., 237 Park Avenue, New York, NY10017.

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PART IV

Item15.    Exhibits and Financial StatementSchedules.

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |
|--------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| (a)    |  | Listof documents filed as part of thisReport:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |  | (1)  ConsolidatedFinancial Statements and Independent Auditors' Report includedherein: See Index on pageF-1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |  | (2)  FinancialStatement Schedule: See Index on pageF-1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |  |   All otherschedules are omitted as they are inapplicable or the requiredinformation is furnished in the Consolidated Financial Statements ofthe Company or the Notesthereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |  | (3)  List ofExhibits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.     |  | Certificate ofIncorporation and By-laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1    |  | RestatedCertificate of Incorporation of Revlon, Inc., dated April 30, 2004(incorporated by reference to Exhibit 3.1 to the Quarterly Report onForm 10-Q of Revlon, Inc. for the quarter ended March 31, 2004 filedwith the Commission on May 17, 2004 (the "Revlon, Inc.2004 First Quarter10-Q")).                                                                                                                                                                                                                                                                                                                                                          |
| 3.2    |  | Amended andRestated By-Laws of Revlon, Inc. dated as of March 22, 2004(incorporated by reference to Exhibit 3.2 to the Revlon, Inc. 2004First Quarter 10-Q).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.     |  | InstrumentsDefining the Rights of Security Holders, IncludingIndentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1    |  | Credit Agreement, datedas of July 9, 2004, among Products Corporation and certain localborrowing subsidiaries, as borrowers, the lenders and issuing lendersparty thereto, Citicorp USA, Inc., as term loan administrative agent,Citicorp USA, Inc. as multi-currency administrative agent, CiticorpUSA, Inc., as collateral agent, UBS Securities LLC, as syndicationagent, and Citigroup Global Markets Inc., as sole lead arranger andsole bookrunner (incorporated by reference to Exhibit 4.34 to theCurrent Report on Form 8-K of Products Corporation filed with theCommission on July 13, 2004 (the "Products CorporationJuly 13, 2004 Form 8-K")). |
| 4.2    |  | Pledge and Security Agreement, dated as of July 9,2004, among Revlon, Inc., Products Corporation and the additionalgrantors party thereto, in favor of Citicorp USA, Inc., as collateralagent for the secured parties (incorporated by reference to Exhibit4.35 to the Products Corporation July 13, 2004 Form8-K).                                                                                                                                                                                                                                                                                                                                         |
| 4.3    |  | Intercreditor and CollateralAgency Agreement, dated as of July 9, 2004, among Citicorp USA, Inc.,as administrative agent for the multi-currency lenders and issuinglenders, Citicorp USA, Inc., as administrative agent for the term loanlenders, Citicorp USA, Inc., as collateral agent for the securedparties, Revlon, Inc., Products Corporation and each other loan party(incorporated by reference to Exhibit 4.36 to the Products CorporationJuly 13, 2004 Form 8-K).                                                                                                                                                                                |
| 4.4    |  | Indenture,dated as of February 1, 1998, between Revlon Escrow Corp.("Revlon Escrow") and U.S. Bank TrustNational Association (formerly known as First Trust NationalAssociation), as trustee, relating to the 8 1/8%Senior Notes due 2006 (as amended, the"8 1/8% Senior NotesIndenture") (incorporated by reference to Exhibit 4.1 toAmendment No. 1 to the Registration Statement on Form S-1 of ProductsCorporation filed with the Commission on April 3, 1998, File No.333-47875 (the "Products Corporation April 1998 Form S-1Amendment")).                                                                                                            |
|        |

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |  |
|------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 4.5  |  | First SupplementalIndenture, dated April 1, 1998, among Products Corporation, RevlonEscrow, and U.S. Bank Trust National Association, as trustee, amendingthe 8 1/8% Senior Notes Indenture (incorporatedby reference to Exhibit 4.2 to the Products Corporation April 1998 FormS-1 Amendment).                                                                                                                                                                     |
| 4.6  |  | Second SupplementalIndenture, dated as of February 11, 2004, among Products Corporation,U.S. Bank Trust National Association, as trustee, and Revlon, Inc., asguarantor, amending the 8 1/8% Senior NotesIndenture (incorporated by reference to Exhibit 4.29 to the CurrentReport on Form 8-K of Revlon, Inc. filed with the Commission onFebruary 12, 2004 (the "Revlon, Inc. February 12, 2004Form 8-K")).                                                       |
| 4.7  |  | Indenture,dated as of February 1, 1998, between Revlon Escrow and U.S. Bank TrustNational Association, as trustee, relating to the8 5/8% Senior Subordinated Notes due 2008 (asamended, the "8 5/8% SeniorSubordinated Notes Indenture") (incorporated by referenceto Exhibit 4.3 to the Registration Statement on Form S-1 of ProductsCorporation filed with the Commission on March 12, 1998, File No.333-47875 (the "Products Corporation March 1998 FormS-1")). |
| 4.8  |  | First SupplementalIndenture, dated March 4, 1998, among Products Corporation, RevlonEscrow, and U.S. Bank Trust National Association, as trustee, amendingthe 8 5/8% Senior Subordinated Notes Indenture(incorporated by reference to Exhibit 4.4 to the Products CorporationMarch 1998 Form S-1).                                                                                                                                                                  |
| 4.9  |  | SecondSupplemental Indenture, dated as of February 11, 2004, among ProductsCorporation, U.S. Bank Trust National Association, as trustee, andRevlon, Inc. as guarantor, amending the 8 5/8%Senior Subordinated Notes Indenture (incorporated by reference toExhibit 4.31 of the Revlon, Inc. February 12, 2004 Form8-K).                                                                                                                                            |
| 4.10 |  | Indenture, dated as of November6, 1998, between Products Corporation and U.S. Bank Trust NationalAssociation, as trustee, relating to Products Corporation's9% Senior Notes due 2006 (as amended, the"9% Senior Notes Indenture")(incorporated by reference to Exhibit 4.13 to the Quarterly Report onForm 10-Q of Revlon, Inc. for the quarter ended September 30, 1998filed with the Commission on November 16,1998).                                             |
| 4.11 |  | First Supplemental Indenture,dated as of February 11, 2004, among Products Corporation, U.S. BankTrust National Association, as trustee, and Revlon, Inc., as guarantor,amending the 9% Senior Notes Indenture (incorporated byreference to Exhibit 4.30 of the Revlon, Inc. February 12, 2004 Form8-K).                                                                                                                                                            |
| 4.12 |  | Indenture, dated as of March 16,2005, between Products Corporation and U.S. Bank National Association,as trustee, relating to Products Corporation's 91⁄2%Senior Notes due 2011 (incorporated by reference to Exhibit 4.12 to theAnnual Report on Form 10-K/A for the year ended December 31, 2004 ofProducts Corporation (the "2004 Products Corporation10-K/A")).                                                                                            |
| 4.13 |  | RegistrationAgreement, dated as of March 16, 2005, between Products Corporation andCitigroup Global Markets Inc., as representative for the InitialPurchasers named therein (incorporated by reference to Exhibit 4.13 tothe 2004 Products Corporation10-K/A).                                                                                                                                                                                                      |
| 10.  |  | MaterialContracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1 |  | Tax Sharing Agreement,dated as of June 24, 1992, among MacAndrews & Forbes Holdings,Revlon, Inc., Products Corporation and certain subsidiaries of ProductsCorporation, as amended and restated as of January 1, 2001(incorporated by reference to Exhibit 10.2 to the Annual Report on Form10-K of Products Corporation for the fiscal year ended December 31,2001 filed with the Commission on February 25, 2002 (the"Products Corporation 2001 Form10-K")).  |
|      |

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|-------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.2  |  | Tax Sharing Agreement,dated as of March 26, 2004, by and among Revlon, Inc., ProductsCorporation and certain subsidiaries of Products Corporation(incorporated by reference to Exhibit 10.25 to the Quarterly Report onForm 10-Q of Products Corporation for the quarter ended March 31, 2004filed with the Commission on May 17,2004).                                         |
| 10.3  |  | Employment Agreement, dated asof February 17, 2002, between Products Corporation and Jack L. Stahl(the "Stahl Employment Agreement")(incorporated by reference to Exhibit 10.17 to the Quarterly Report onForm 10-Q of Revlon, Inc. for the quarter ended March 31, 2002 filedwith the Commission on May 15,2002).                                                              |
| 10.4  |  | First Amendment to the StahlEmployment Agreement, effective as of December 17, 2004 (incorporatedby reference to Exhibit 10.35 to the Current Report on Form 8-K ofRevlon, Inc. filed with the Commission on December 22, 2004 (the"Revlon, Inc. December 22, 2004 Form8-K")).                                                                                                  |
| 10.5  |  | EmploymentAgreement, dated as of August 18, 2003, between Products Corporationand Thomas E. McGuire (the "McGuire EmploymentAgreement") (incorporated by reference to Exhibit 10.5 tothe Quarterly Report on Form 10-Q of Revlon, Inc. for the quarter endedSeptember 30, 2003 filed with the Commission on November 14, 2003 (the"Revlon, Inc. 2003 Third Quarter Form10-Q")). |
| 10.6  |  | Amendment toMcGuire Employment Agreement, dated as of December 17, 2004(incorporated by reference to Exhibit 10.36 to the Revlon, Inc.December 22, 2004 Form 8-K).                                                                                                                                                                                                              |
| 10.7  |  | EmploymentAgreement, amended and restated as of May 9, 2000, between ProductsCorporation and Douglas H. Greeff (as amended, the "GreeffEmployment Agreement") (incorporated by reference toExhibit 10.22 to the Quarterly Report on Form 10-Q of Revlon, Inc. forthe quarter ended June 30, 2000 filed with the Commission on August 14,2000).                                  |
| 10.8  |  | Amendment, dated as of June 18,2001, to the Greeff Employment Agreement (incorporated by reference toExhibit 10.6 to the Annual Report on Form 10-K of Products Corporationfor year ended December 31, 2001 filed with the Commission on February25, 2002).                                                                                                                     |
| 10.9  |  | Amendment, dated as ofAugust 18, 2003, to the Greeff Employment Agreement (incorporated byreference to Exhibit 10.8 to the Revlon, Inc. 2003 Third Quarter Form10-Q).                                                                                                                                                                                                           |
| 10.10 |  | Employment Agreement, dated asof November  1, 2002, between Products Corporation andRobert  K. Kretzman (incorporated by reference to Exhibit 10.10to the Annual Report on Form 10-K of Revlon, Inc. for the fiscal yearended December 31, 2004 filed with the Commission on March 10, 2005(the "Revlon, Inc. 2004 Form10-K")).                                                 |
| 10.11 |  | Amended andRestated Revlon, Inc. Stock Plan (as amended the "StockPlan") (incorporated by reference to Exhibit 4.1 to theRegistration Statement on Form S-8 of Revlon, Inc. filed with theCommission on June 4, 2004, File No.333-116160).                                                                                                                                      |
| 10.12 |  | Current form ofNonqualified Stock Option Agreement under the Stock Plan (incorporatedby reference to Exhibit 10.12 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                                                                                                          |
| 10.13 |  | Current form of RestrictedStock Agreement under the Stock Plan (incorporated by reference toExhibit 10.13 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                                                                                                                   |
| 10.14 |  | Revlon, Inc. 2002 SupplementalStock Plan (incorporated by reference to Exhibit 4.1 to theRegistration Statement on Form S-8 of Revlon, Inc. filed with theCommission on June 24, 2002, File No.333-91040).                                                                                                                                                                      |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                        |  |  |  |  |
|-------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.15 |  | Revlon Executive BonusPlan (Amended and Restated as of September 1, 2002) (incorporated byreference to Exhibit 10.8 to the Annual Report on Form 10-K of Revlon,Inc. for the year ended December 31, 2002 filed with the Commission onMarch 21, 2003 (the "Revlon, Inc. 2002 Form10-K")).                              |
| 10.16 |  | Amended andRestated Revlon Pension Equalization Plan, amended and restated as ofDecember 14, 1998 (incorporated by reference to Exhibit 10.15 to theAnnual Report on Form 10-K of Revlon, Inc. for year ended December 31,1998 filed with the Commission on March 3, 1999).                                            |
| 10.17 |  | Executive Supplemental Medical Expense PlanSummary, dated July 2000 (incorporated by reference to Exhibit 10.10 tothe Revlon, Inc. 2002 Form 10-K).                                                                                                                                                                    |
| 10.18 |  | Benefit Plans Assumption Agreement, dated as ofJuly 1, 1992, by and among Revlon Holdings, Revlon, Inc. and ProductsCorporation (incorporated by reference to Exhibit 10.25 to the AnnualReport on Form 10-K for the year ended December 31, 1992 of ProductsCorporation filed with the Commission on March 12, 1993). |
| 10.19 |  | Revlon Executive Severance Policy, as amendedJuly 1, 2002 (incorporated by reference to Exhibit 10.13 to the Revlon,Inc. 2002 Form 10-K).                                                                                                                                                                              |
| 10.20 |  | SupportAgreement, dated as of February 11, 2004, between Revlon, Inc. andMacAndrews & Forbes Holdings (as amended, the"MacAndrews Support Agreement") (incorporatedby reference to Exhibit 10.23 to the Revlon, Inc. February 12, 2004Form 8-K).                                                                   |
| 10.21 |  | Amendment, dated as ofFebruary 20, 2004, to the MacAndrews Support Agreement (incorporated byreference to Exhibit 10.27 to the Current Report on Form 8-K of Revlon,Inc. filed with the Commission on February 23, 2004 (the"Revlon, Inc. February 23, 2004 Form8-K")).                                                |
| 10.22 |  | Amendment, datedas of March 24, 2004, to the MacAndrews Support Agreement (incorporatedby reference to Exhibit 10.31 to the Current Report on Form 8-K ofRevlon, Inc. filed with the Commission on March 26, 2004 (the"Revlon, Inc. March 26, 2004 Form8-K")).                                                         |
| 10.23 |  | SupportAgreement, dated as of February 11, 2004, between Revlon, Inc. andFidelity (as amended, the "Fidelity SupportAgreement") (incorporated by reference to Exhibit 10.24 ofRevlon, Inc. February 12, 2004 Form8-K).                                                                                                 |
| 10.24 |  | Amendment, dated as of February20, 2004, to the Fidelity Support Agreement (incorporated by referenceto Exhibit 10.28 to the Revlon, Inc. February 23, 2004 Form8-K).                                                                                                                                                  |
| 10.25 |  | Amendment, dated as of March 24,2004, to the Fidelity Support Agreement (incorporated by reference toExhibit 10.32 to the Revlon, Inc. March 26, 2004 Form8-K).                                                                                                                                                        |
| 10.26 |  | 2004 Senior Unsecured Line ofCredit Agreement, dated as of July 9, 2004, between ProductsCorporation and MacAndrews & Forbes (incorporated by reference toExhibit 10.34 to the Quarterly Report on Form 10-Q of Revlon, Inc. forthe quarter ended June 30, 2004 filed with the Commission on August 16,2004).      |
| 10.27 |  | Stockholders Agreement, datedas of February 20, 2004, by and between Revlon, Inc. and Fidelity(incorporated by reference to Exhibit 10.29 to the Revlon, Inc.February 23, 2004 Form8-K).                                                                                                                               |
| 10.28 |  | Investment Agreement, dated asof February 5, 2003, among Revlon, Inc., Products Corporation andMacAndrews & Forbes Holdings (incorporated by reference to Exhibit2.1 to the Current Report on Form 8-K of Products Corporation filedwith the Commission on February 5, 2003).                                      |
|       |

76

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|                                                                                                        |  |                                                                                                                                                                                                                                                             |  |  |  |  |
|--------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.29                                                                                                  |  | Investment Agreement,dated as of February 20, 2004, by and between Revlon, Inc. andMacAndrews & Forbes Holdings (as amended, the "2004Investment Agreement") (incorporated by reference toExhibit 10.30 of the Revlon, Inc. February 23, 2004 Form8-K). |
| 10.30                                                                                                  |  | Amendment, dated as of March 24,2004, to the 2004 Investment Agreement (incorporated by reference toExhibit 10.33 to the Revlon, Inc. March 26, 2004 Form8-K).                                                                                              |
| 10.31                                                                                                  |  | Second Amendment, dated as ofMarch 7, 2005, to the 2004 Investment Agreement (incorporated byreference to Exhibit 10.31 to the Revlon, Inc. 2004 Form10-K).                                                                                                 |
| 10.32                                                                                                  |  | Form of Purchase Agreementbetween Products Corporation and the Initial Purchasers named therein(incorporated by reference to Exhibit 10.32 to the 2004 ProductsCorporation10-K/A).                                                                          |
| 21.                                                                                                    |  | Subsidiaries.                                                                                                                                                                                                                                               |
| 21.1                                                                                                   |  | Subsidiariesof Revlon, Inc. (incorporated by reference to Exhibit 21.1 to theRevlon, Inc. 2004 Form10-K).                                                                                                                                                   |
| 23.                                                                                                    |  | Consents of Experts andCounsel.                                                                                                                                                                                                                             |
| *23.1                                                                                                  |  | Consent of KPMGLLP.                                                                                                                                                                                                                                         |
| 24.                                                                                                    |  | Powers ofAttorney.                                                                                                                                                                                                                                          |
| 24.1                                                                                                   |  | Power of Attorneyexecuted by Ronald O. Perelman (incorporated by reference to Exhibit24.1 to the Revlon, Inc. 2004 Form10-K).                                                                                                                               |
| 24.2                                                                                                   |  | Power of Attorney executed byHoward Gittis (incorporated by reference to Exhibit 24.2 to the Revlon,Inc. 2004 Form 10-K).                                                                                                                                   |
| 24.3                                                                                                   |  | Power of Attorneyexecuted by Donald G. Drapkin (incorporated by reference to Exhibit24.3 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                |
| 24.4                                                                                                   |  | Power of Attorney executed byAlan S. Bernikow (incorporated by reference to Exhibit 24.4 to theRevlon, Inc. 2004 Form 10-K).                                                                                                                                |
| 24.5                                                                                                   |  | Power ofAttorney executed by Paul J. Bohan (incorporated by reference toExhibit 24.5 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                    |
| 24.6                                                                                                   |  | Power of Attorney executed byMeyer Feldberg (incorporated by reference to Exhibit 24.6 to theRevlon, Inc. 2004 Form 10-K).                                                                                                                                  |
| 24.7                                                                                                   |  | Power ofAttorney executed by Edward J. Landau (incorporated by reference toExhibit 24.7 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                 |
| 24.8                                                                                                   |  | Power of Attorney executed byLinda Gosden Robinson (incorporated by reference to Exhibit 24.8 to theRevlon, Inc. 2004 Form 10-K).                                                                                                                           |
| 24.9                                                                                                   |  | Power ofAttorney executed by Kenneth L. Wolfe (incorporated by reference toExhibit 24.9 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                 |
| *31.1                                                                                                  |  | Certification of Jack L. Stahl,Chief Executive Officer, dated April 12, 2005, pursuant to Rule13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                       |
| *31.2                                                                                                  |  | Certification of Thomas E.McGuire, Chief Financial Officer, dated April 12, 2005, pursuant toRule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                   |
| 32.1     (furnished     herewith)     |  | Certification of Jack L.Stahl, Chief Executive Officer, dated April 12, 2005, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.                                                                       |
|                                                                                                        |

77

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|                                                                                                        |  |                                                                                                                                                                                           |  |  |  |  |
|--------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 32.2     (furnished     herewith)     |  | Certification of Thomas E.McGuire, Chief Financial Officer, dated April  12, 2005, pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of2002. |
| 99.1                                                                               |  | Revlon, Inc. AuditCommittee Pre-Approval Policy (incorporated by reference to Exhibit99.1 to the Revlon, Inc. 2004 Form10-K).                                                             |
|                                                                                                        |

|  |
|--|
|  |  |
|  |

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

78

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REVLON,INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTSANDSCHEDULE

|                                                                                                                                                |  |        |        |        |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                                                           |  | Page   |
| Reportof Independent Registered Public Accounting Firm (ConsolidatedFinancial Statements)                                                      |  |   | F-2    |   |
| Report ofIndependent Registered Public Accounting Firm (Internal Control OverFinancial Reporting)                                              |  |   | F-3    |   |
| AuditedFinancial Statements:                                                                                                                   |  |   |   |   |
| ConsolidatedBalance Sheets as of December 31, 2004 and2003                                                                                     |  |   | F-5    |   |
| Consolidated Statements ofOperations for each of the years in the three-year period endedDecember 31, 2004                                     |  |   | F-6    |   |
| ConsolidatedStatements of Stockholders' Deficiency and Comprehensive Loss foreach of the years in the three-year period ended December 31,2004 |  |   | F-7    |   |
| Consolidated Statements ofCash Flows for each of the years in the three-year period endedDecember 31, 2004                                     |  |   | F-8    |   |
| Notes toConsolidated FinancialStatements                                                                                                       |  |   | F-9    |   |
| FinancialStatement Schedule:                                                                                                                   |  |   |   |   |
| Schedule II— Valuation and QualifyingAccounts                                                                                            |  |   | F-51   |   |
|                                                                                                                                                |

F-1

----

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

The Board of Directors andStockholders Revlon, Inc.:

We have audited theaccompanying consolidated balance sheets of Revlon, Inc. andsubsidiaries as of December 31, 2004 and 2003, and the relatedconsolidated statements of operations, stockholders' deficiencyand comprehensive loss, and cash flows for each of the years in thethree-year period ended December 31, 2004. In connection with ouraudits of the consolidated financial statements, we also have auditedthe financial statement schedule as listed on the index on page F-1.These consolidated financial statements and the financial statementschedule are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these consolidated financialstatements and the financial statement schedule based on ouraudits.

We conducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statementsreferred to above present fairly, in all material respects, thefinancial position of Revlon, Inc. and subsidiaries as of December 31,2004 and 2003, and the results of their operations and their cash flowsfor each of the years in the three-year period ended December 31, 2004,in conformity with U.S. generally accepted accounting principles. Alsoin our opinion, the related financial statement schedule, whenconsidered in relation to the basic consolidated financial statementstaken as a whole, presents fairly, in all material respects, theinformation set forth therein.

We have also audited, inaccordance with the standards of the Public Company AccountingOversight Board (United States), the effectiveness of Revlon, Inc. andsubsidiaries internal control over financial reporting as of December31, 2004, based on criteria established in Internal Control-IntegratedFramework issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO), and our report dated April 8, 2005expressed an unqualified opinion on management's assessment of,and an adverse opinion on the effective operation of, internal controlover financial reporting.

KPMG LLP

New York,New York March 9, 2005

F-2

----

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board ofDirectors and Stockholders Revlon, Inc.:

We have auditedmanagement's assessment, included in the accompanyingManagement's Annual Report on Internal Control over FinancialReporting in Item 9A(b), that Revlon, Inc. did not maintain effectiveinternal control over financial reporting as of December 31, 2004,because of the effect of a material weakness identified inmanagement's assessment that the Company's internal controlover the review and validation of the data input and outputs used inthe Company's estimates of reserves for sales returns in theUnited States were ineffective, based on criteria established inInternal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). Revlon,Inc.'s management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting. Ourresponsibility is to express an opinion on management'sassessment and an opinion on the effectiveness of the Company'sinternal control over financial reporting based on our audit.

Weconducted our audit in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financialreporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financialreporting, evaluating management's assessment, testing andevaluating the design and operating effectiveness of internal control,and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basisfor our opinion.

A company's internal control overfinancial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company'sinternal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets thatcould have a material effect on the financial statements.

Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to therisk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies orprocedures may deteriorate.

A material weakness is a controldeficiency, or combination of control deficiencies, that results inmore than a remote likelihood that a material misstatement of theannual or interim financial statements will not be prevented ordetected. The following material weakness has been identified andincluded in management's assessment as of December 31, 2004: TheCompany's policies and procedures related to the periodic reviewand validation of the data inputs and outputs used in theCompany's determination of estimates of reserves for salesreturns in the United States were not effective. As a result of thisdeficiency, an error in accounting for the reserve for sales returns inthe United States as of December 31, 2004 occurred and was not detectedby the Company. In this specific instance, performance of theCompany's review procedures did not identify the omission ofinventory amounts located at certain stores acquired by a customer ofthe Company in 2004. This deficiency constituted a material weakness,as defined in the first sentence of this paragraph, in theCompany's internal control over financial reporting as ofDecember  31, 2004.

We also have audited, in accordancewith the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of Revlon, Inc. andsubsidiaries as of December 31, 2004 and 2003, and the relatedstatements of operations, stockholders' deficiency andcomprehensive 

F-3

----

loss, and cash flows for each of the years inthe three-year period ended December 31, 2004. The aforementionedmaterial weakness was considered in determining the nature, timing, andextent of audit tests applied in our audit of the 2004 consolidatedfinancial statements, and this report does not affect our report datedMarch 9, 2005, which expressed an unqualified opinion on thoseconsolidated financial statements.

In our opinion,management's assessment that Revlon, Inc. did not maintaineffective internal control over financial reporting as of December 31,2004, is fairly stated, in all material respects, based on criteriaestablished in Internal Control — Integrated Framework issued byCOSO. Also, in our opinion, because of the effect of the materialweakness described above on the objectives of the control criteria,Revlon, Inc. has not maintained effective internal control overfinancial reporting as of December 31, 2004, based on criteriaestablished in Internal Control — Integrated Framework issued byCOSO.

KPMG LLP

New York, New YorkApril 8,2005

F-4

----

REVLON,INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except per sharedata)

|                                                                                                                                                                                                        |  |                 |          |                  |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|----------|------------------|--|--------|----------|---------|--|--|
|                                                                                                                                                                                                   |  | December31,2004 |          | December 31,2003 |
| **ASSETS**                                                                                                                                                                                             |  |            |     |             |  |
| Currentassets:                                                                                                                                                                                         |  |            |     |             |  |   |     |    |
| Cash and cashequivalents                                                                                                                                                                               |  | $               | 120.8    |             |  | $      | 56.5     |    |
| Trade receivables, less allowances of $19.0 and $19.4as of December  31, 2004 and 2003, respectively                                                                                                   |  |            | 200.6    |             |  |   | 182.5    |    |
| Inventories                                                                                                                                                                                            |  |            | 154.7    |             |  |   | 142.7    |    |
| Prepaidexpenses and other                                                                                                                                                                              |  |            | 69.7     |             |  |   | 33.9     |    |
| Total current assets                                                                                                                                                                                   |  |            | 545.8    |             |  |   | 415.6    |    |
| Property, plant andequipment, net                                                                                                                                                                      |  |            | 118.7    |             |  |   | 132.1    |    |
| Otherassets                                                                                                                                                                                            |  |            | 149.9    |             |  |   | 158.4    |    |
| Goodwill, net                                                                                                                                                                                          |  |            | 186.1    |             |  |   | 186.1    |    |
| Total assets                                                                                                                                                                                           |  | $               | 1,000.5  |             |  | $      | 892.2    |    |
| **LIABILITIES ANDSTOCKHOLDERS'DEFICIENCY**                                                                                                                                                             |  |            |     |             |  |   |     |    |
| Currentliabilities:                                                                                                                                                                                    |  |            |     |             |  |   |     |    |
| Short-termborrowings — third parties                                                                                                                                                             |  | $               | 36.6     |             |  | $      | 28.0     |    |
| Current portion of long-term debt— third parties                                                                                                                                                 |  |            | 10.5     |             |  |   | —  |    |
| Accounts payable                                                                                                                                                                                       |  |            | 95.2     |             |  |   | 97.4     |    |
| Accrued expenses and other                                                                                                                                                                             |  |            | 283.2    |             |  |   | 321.9    |    |
| Total current liabilities                                                                                                                                                                              |  |            | 425.5    |             |  |   | 447.3    |    |
| Long-term debt — third parties                                                                                                                                                                   |  |            | 1,308.2  |             |  |   | 1,723.3  |    |
| Long-term debt— affiliates                                                                                                                                                                       |  |            | —  |             |  |   | 146.2    |    |
| Other long-term liabilities                                                                                                                                                                            |  |            | 286.7    |             |  |   | 301.0    |    |
| Stockholders'deficiency:                                                                                                                                                                               |  |            |     |             |  |   |     |    |
| Preferredstock, par value $.01 per share; 20,000,000 shares authorized, 0 and546 shares of Series A Preferred Stock issued and outstanding as ofDecember 31, 2004 and 2003, respectively               |  |            | —  |             |  |   | 54.6     |    |
| Preferred stock, par value $.01 pershare; 20,000,000 shares authorized, 0 and 4,333 shares of Series BPreferred Stock issued and outstanding as of December 31, 2004 and2003, respectively             |  |            | —  |             |  |   | —  |    |
| Class B Convertible Common Stock, par value $.01 pershare; 200,000,000 shares authorized, 31,250,000 issued and outstandingas of December 31, 2004 and 2003, respectively                              |  |            | 0.3      |             |  |   | 0.3      |    |
| Class A Common Stock, par value $.01per share; 900,000,000 and 350,000,000 shares authorized and344,592,944 and 40,178,451 shares issued and outstanding as of December31, 2004 and 2003, respectively |  |            | 3.4      |             |  |   | 0.4      |    |
| Additional paid-in-capital (capital deficiency)                                                                                                                                                        |  |            | 771.4    |             |  |   | (139.0   | )  |
| Accumulated deficit                                                                                                                                                                                    |  |            | (1,658.2 | )           |  |   | (1,515.7 | )  |
| Deferredcompensation                                                                                                                                                                                   |  |            | (12.5    | )           |  |   | (4.2     | )  |
| Accumulated other comprehensive loss                                                                                                                                                                   |  |            | (124.3   | )           |  |   | (122.0   | )  |
| Total stockholders' deficiency                                                                                                                                                                         |  |            | (1,019.9 | )           |  |   | (1,725.6 | )  |
| Total liabilities and stockholders' deficiency                                                                                                                                                         |  | $               | 1,000.5  |             |  | $      | 892.2    |    |
|                                                                                                                                                                                                        |

See Accompanying Notes toConsolidated Financial Statements.

F-5

----

REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, except per sharedata)

|                                                     |  |                        |             |         |  |        |            |         |  |        |            |         |  |  |
|-----------------------------------------------------|--|------------------------|-------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                |  | YearEnded December 31, |
|                                                |  | 2004                   |             | 2003    |  | 2002   |
| Net sales                                           |  | $                      | 1,297.2     |    |  | $      | 1,299.3    |    |  | $      | 1,119.4    |    |
| Cost of sales                                       |  |                   | 485.3       |    |  |   | 501.1      |    |  |   | 503.7      |    |
| Gross profit                                        |  |                   | 811.9       |    |  |   | 798.2      |    |  |   | 615.7      |    |
| Selling, general andadministrative expenses         |  |                   | 717.6       |    |  |   | 770.9      |    |  |   | 717.0      |    |
| Restructuring costs and other, net                  |  |                   | 5.8         |    |  |   | 6.0        |    |  |   | 13.6       |    |
| Operating income (loss)                             |  |                   | 88.5        |    |  |   | 21.3       |    |  |   | (114.9     | )  |
| Otherexpenses(income):                              |  |                   |        |    |  |   |       |    |  |   |       |    |
| Interestexpense                                     |  |                   | 130.8       |    |  |   | 174.5      |    |  |   | 159.0      |    |
| Interest income                                     |  |                   | (4.8        | )  |  |   | (4.3       | )  |  |   | (3.5       | )  |
| Amortization of debt issuancecosts                  |  |                   | 8.2         |    |  |   | 8.9        |    |  |   | 7.7        |    |
| Foreign currency (gains) losses, net                |  |                   | (5.2        | )  |  |   | (5.0       | )  |  |   | 1.4        |    |
| Loss on sale of brand and facilities, net           |  |                   | —     |    |  |   | —    |    |  |   | 1.0        |    |
| Loss on early extinguishment of debt                |  |                   | 90.7        |    |  |   | —    |    |  |   | —    |    |
| Miscellaneous,net                                   |  |                   | 2.0         |    |  |   | 0.5        |    |  |   | 1.2        |    |
| Other expenses, net                                 |  |                   | 221.7       |    |  |   | 174.6      |    |  |   | 166.8      |    |
| Loss before incometaxes                             |  |                   | (133.2      | )  |  |   | (153.3     | )  |  |   | (281.7     | )  |
| Provision for income taxes                          |  |                   | 9.3         |    |  |   | 0.5        |    |  |   | 4.8        |    |
| Net loss                                            |  | $                      | (142.5      | )  |  | $      | (153.8     | )  |  | $      | (286.5     | )  |
| Basic and diluted loss percommon share:             |  |                   |        |    |  |   |       |    |  |   |       |    |
| Netloss per common share                            |  | $                      | (0.47       | )  |  | $      | (2.47      | )  |  | $      | (5.36      | )  |
| Weighted average number ofcommon sharesoutstanding: |  |                   |        |    |  |   |       |    |  |   |       |    |
| Basicand diluted                                    |  |                   | 301,053,334 |    |  |   | 62,327,726 |    |  |   | 53,461,796 |    |
|                                                     |

SeeAccompanying Notes to Consolidated FinancialStatements.

F-6

----

REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCYAND COMPREHENSIVE LOSS

(dollars inmillions)

|                                                                                   |  |                |         |              |  |                                                 |        |                    |  |                       |        |                                     |  |                               |          |         |  |        |        |         |  |        |        |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------|--|----------------|---------|--------------|--|-------------------------------------------------|--------|--------------------|--|-----------------------|--------|-------------------------------------|--|-------------------------------|----------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                                              |  | PreferredStock |         | Common Stock |  | Additional Paid-In-Capital (Capital Deficiency) |        | AccumulatedDeficit |  | Deferred Compensation |        | AccumulatedOther Comprehensive Loss |  | TotalStockholders' Deficiency |
| Balance, January1, 2002                                                           |  | $              | 54.6    |         |  | $                                               | 0.5    |               |  | $                     | (192.6 | )                              |  | $                             | (1,075.4 | )  |  | $      | (8.1   | )  |  | $      | (61.1  | )  |  | $      | (1,282.1 | )  |
| Amortization of deferredcompensation                                              |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   | 1.7    |    |  |   |   |    |  |   | 1.7      |    |
| Comprehensiveloss:                                                                |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          | (286.5   | )  |  |   |   |    |  |   |   |    |  |   | (286.5   | )  |
| Adjustment forminimum pension liability                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (67.5  | )  |  |   | (67.5    | )  |
| Revaluation of foreign currencyforward exchange contracts                         |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (0.1   | )  |  |   | (0.1     | )  |
| Currency translation adjustment                                                   |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (4.0   | )  |  |   | (4.0     | )  |
| Totalcomprehensive loss                                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | (358.1   | )  |
|                                                                              |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |
| Balance,December 31, 2002                                                         |  |           | 54.6    |         |  |                                            | 0.5    |               |  |                  | (192.6 | )                              |  |                          | (1,361.9 | )  |  |   | (6.4   | )  |  |   | (132.7 | )  |  |   | (1,638.5 | )  |
| Net proceeds from 2003 RightsOffering (See Note 9)                                |  |           |    |         |  |                                            | 0.2    |               |  |                  | 46.7   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | 46.9     |    |
| Reduction of liabilities assumed from indirect parent                             |  |           |    |         |  |                                            |   |               |  |                  | 6.9    |  (a)                      |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | 6.9      |    |
| Amortization of deferred compensation                                             |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   | 2.2    |    |  |   |   |    |  |   | 2.2      |    |
| Comprehensiveloss:                                                                |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          | (153.8   | )  |  |   |   |    |  |   |   |    |  |   | (153.8   | )  |
| Adjustment forminimum pension liability                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | 1.5    |    |  |   | 1.5      |    |
| Revaluation of foreign currencyforward exchange contracts                         |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (1.4   | )  |  |   | (1.4     | )  |
| Currency translation adjustment                                                   |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | 10.6   |    |  |   | 10.6     |    |
| Totalcomprehensive loss                                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | (143.1   | )  |
|                                                                              |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |
| Balance,December 31, 2003                                                         |  |           | 54.6    |         |  |                                            | 0.7    |               |  |                  | (139.0 | )                              |  |                          | (1,515.7 | )  |  |   | (4.2   | )  |  |   | (122.0 | )  |  |   | (1,725.6 | )  |
| Common stock issued inexchange for debt, accrued interest and preferred stock (b) |  |           | (54.6   | )       |  |                                            | 3.0    |               |  |                  | 879.3  |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | 827.7    |    |
| Reduction of liabilities assumed from indirect parent                             |  |           |    |         |  |                                            |   |               |  |                  | 16.4   |   (a)                     |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | 16.4     |    |
| Stock-based compensation                                                          |  |           |    |         |  |                                            |   |               |  |                  | 14.7   |                                |  |                          |     |    |  |   | (14.7  | )  |  |   |   |    |  |   | —  |    |
| Amortization of deferredcompensation                                              |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   | 6.4    |    |  |   |   |    |  |   | 6.4      |    |
| Comprehensiveloss:                                                                |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss (b)                                                                       |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          | (142.5   | )  |  |   |   |    |  |   |   |    |  |   | (142.5   | )  |
| Adjustment forminimum pension liability                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (1.6   | )  |  |   | (1.6     | )  |
| Revaluation of foreign currencyforward exchange contracts                         |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | (1.3   | )  |  |   | (1.3     | )  |
| Currency translation adjustment                                                   |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   | 0.6    |    |  |   | 0.6      |    |
| Totalcomprehensive loss                                                           |  |           |    |         |  |                                            |   |               |  |                  |   |                                |  |                          |     |    |  |   |   |    |  |   |   |    |  |   | (144.8   | )  |
| Balance, December 31, 2004                                                        |  | $              | — |         |  | $                                               | 3.7    |               |  | $                     | 771.4  |                                |  | $                             | (1,658.2 | )  |  | $      | (12.5  | )  |  | $      | (124.3 | )  |  | $      | (1,019.9 | )  |
|                                                                                   |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | During2003, the Company resolved various tax audits, which resulted in a taxbenefit of $13.9 of which $6.9 was recorded directly to capitaldeficiency since it relates to liabilities assumed by Revlon ConsumerProducts Corporation in connection with the transfer agreements relatedto Revlon Consumer Products Corporation's formation in 1992.During 2004, the Company resolved various state and federal tax auditsand determined that certain tax liabilities assumed by Revlon ConsumerProducts Corporation in connection with transfer agreements related toRevlon Consumer Products Corporation's formation in 1992 were nolonger probable. As a result, $16.4 was recorded directly to capitaldeficiency. (See Note 16). |

|     |                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The changes inPreferred Stock, Common Stock, Additional Paid-in-Capital (CapitalDeficiency) and a portion of Accumulated Deficit are a result of theconsummation of the Revlon Exchange Transactions. (See Note9). |

See Accompanying Notes to Consolidated FinancialStatements.

F-7

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REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars inmillions)

|                                                                                         |  |                        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                    |  | YearEnded December 31, |
|                                                                                    |  | 2004                   |         | 2003    |  | 2002   |
| **CASHFLOWS FROM OPERATING ACTIVITIES:**                                                |  |                   |    |    |  |
| Netloss                                                                                 |  | $                      | (142.5  | )  |  | $      | (153.8  | )  |  | $      | (286.5  | )  |
| Adjustments to reconcile net loss to net cash usedfor operatingactivities:              |  |                   |    |    |  |   |    |    |  |   |    |    |
| Depreciationand amortization                                                            |  |                   | 106.1   |    |  |   | 107.6   |    |  |   | 114.6   |    |
| Amortization of debt discount                                                           |  |                   | 1.8     |    |  |   | 3.1     |    |  |   | 2.6     |    |
| Stockcompensation amortization                                                          |  |                   | 6.4     |    |  |   | 2.2     |    |  |   | 1.7     |    |
| Loss on early extinguishment ofdebt                                                     |  |                   | 77.3    |    |  |   | — |    |  |   | — |    |
| Loss on sale of brand and certain assets, net                                           |  |                   | — |    |  |   | — |    |  |   | 1.0     |    |
| Change in assets and liabilities, net ofacquisitions anddispositions:                   |  |                   |    |    |  |   |    |    |  |   |    |    |
| (Increase)decrease in trade receivables                                                 |  |                   | (12.1   | )  |  |   | 40.2    |    |  |   | (9.4    | )  |
| (Increase) decrease ininventories                                                       |  |                   | (7.8    | )  |  |   | (5.7    | )  |  |   | 30.3    |    |
| (Increase) decrease in prepaid expenses and othercurrent assets                         |  |                   | (22.3   | )  |  |   | 2.9     |    |  |   | 3.7     |    |
| (Decrease) increase in accounts payable                                                 |  |                   | (4.4    | )  |  |   | 0.5     |    |  |   | 6.3     |    |
| (Decrease) increase in accrued expenses and othercurrent liabilities                    |  |                   | (31.6   | )  |  |   | (80.0   | )  |  |   | 98.4    |    |
| Purchase of permanent displays                                                          |  |                   | (56.0   | )  |  |   | (72.9   | )  |  |   | (66.2   | )  |
| Other, net                                                                              |  |                   | (9.1    | )  |  |   | (10.5   | )  |  |   | (8.8    | )  |
| Net cash used foroperating activities                                                   |  |                   | (94.2   | )  |  |   | (166.4  | )  |  |   | (112.3  | )  |
| **CASH FLOWS FROM INVESTINGACTIVITIES:**                                                |  |                   |    |    |  |   |    |    |  |   |    |    |
| Capitalexpenditures                                                                     |  |                   | (18.9   | )  |  |   | (28.6   | )  |  |   | (16.0   | )  |
| Sale of marketable securities                                                           |  |                   | — |    |  |   | — |    |  |   | 1.8     |    |
| Proceeds from the sale ofbrand and certain assets                                       |  |                   | — |    |  |   | 5.3     |    |  |   | — |    |
| Net cash used forinvesting activities                                                   |  |                   | (18.9   | )  |  |   | (23.3   | )  |  |   | (14.2   | )  |
| **CASH FLOWS FROM FINANCINGACTIVITIES:**                                                |  |                   |    |    |  |   |    |    |  |   |    |    |
| Netincrease (decrease) in short-term borrowings — third parties                   |  |                   | 6.0     |    |  |   | (1.6    | )  |  |   | 8.0     |    |
| Proceeds fromthe issuance of long-term debt — third parties                       |  |                   | 1,136.2 |    |  |   | 233.1   |    |  |   | 175.6   |    |
| Repaymentof long-term debt — third parties, including premiums                    |  |                   | (960.2  | )  |  |   | (239.3  | )  |  |   | (73.0   | )  |
| Proceeds from the issuance of long-term debt —affiliates                          |  |                   | 42.4    |    |  |   | 178.1   |    |  |   | — |    |
| Repayment of long-term debt — affiliates                                          |  |                   | (19.5   | )  |  |   | (62.6   | )  |  |   | — |    |
| Netproceeds from the 2003 Rights Offering                                               |  |                   | — |    |  |   | 46.9    |    |  |   | — |    |
| Issuance of Series Cpreferred stock                                                     |  |                   | — |    |  |   | 50.0    |    |  |   | — |    |
| Redemption of Series C preferredstock                                                   |  |                   | — |    |  |   | (50.0   | )  |  |   | — |    |
| Payment of financing costs                                                              |  |                   | (30.4   | )  |  |   | (3.5    | )  |  |   | (0.3    | )  |
| Net cash provided by financingactivities                                                |  |                   | 174.5   |    |  |   | 151.1   |    |  |   | 110.3   |    |
| Effect of exchange rate changes on cashand cash equivalents                             |  |                   | 2.9     |    |  |   | 9.3     |    |  |   | (1.3    | )  |
| Net increase(decrease) in cash and cash equivalents                                     |  |                   | 64.3    |    |  |   | (29.3   | )  |  |   | (17.5   | )  |
| Cash and cashequivalents at beginning of period                                         |  |                   | 56.5    |    |  |   | 85.8    |    |  |   | 103.3   |    |
| Cash and cash equivalents at end of period                                              |  | $                      | 120.8   |    |  | $      | 56.5    |    |  | $      | 85.8    |    |
| Supplemental schedule ofcash flowinformation:                                           |  |                   |    |    |  |   |    |    |  |   |    |    |
| Cashpaid during the periodfor:                                                          |  |                   |    |    |  |   |    |    |  |   |    |    |
| Interest                                                                                |  | $                      | 133.9   |    |  | $      | 160.8   |    |  | $      | 155.2   |    |
| Income taxes, net of refunds                                                            |  |                   | 11.1    |    |  |   | 6.7     |    |  |   | 3.6     |    |
| Supplemental schedule ofnoncash investing and financingactivities:                      |  |                   |    |    |  |   |    |    |  |   |    |    |
| Conversionof long-term debt and accrued interest to Class A Common Stock                |  | $                      | 813.8   |    |  | $      | — |    |  | $      | — |    |
| Exchange and conversion of Series A and Series BPreferred Stock to Class A Common Stock |  |                   | 54.6    |    |  |   | — |    |  |   | — |    |
| Reduction ofliabilities assumed from indirect parent                                    |  |                   | 16.4    |    |  |   | 6.9     |    |  |   | — |    |
|                                                                                         |

See AccompanyingNotes to Consolidated FinancialStatements.

F-8

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REVLON,INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (dollars in millions, except per share data)

1.    Significant Accounting Policies

Principles ofConsolidation and Basis of Presentation:

Revlon, Inc. (andtogether with its subsidiaries, the"Company") conducts its business exclusivelythrough its direct subsidiary, Revlon Consumer Products Corporation andits subsidiaries ("Products Corporation").The Company manufactures and sells an extensive array of cosmetics andskin care, fragrances and personal care products. The Company'sprincipal customers include large mass volume retailers and chain drugstores, as well as certain department stores and other specialtystores, such as perfumeries. The Company also sells consumer productsto U.S. military exchanges and commissaries and has a licensinggroup.

Unless the context otherwise requires, all references tothe Company mean Revlon, Inc. and its subsidiaries. Revlon, Inc., as apublic holding company, has no business operations of its own and itsonly material asset has been all of the outstanding capital stock ofProducts Corporation. As such, its net (loss) income has historicallyconsisted predominantly of the net (loss) income of ProductsCorporation, and in 2004, 2003 and 2002 included approximately $1.2,$1.2 and $5.9, respectively, in expenses incidental to being a publicholding company.

The Company is an indirectly majority-ownedsubsidiary of MacAndrews & Forbes Holdings Inc., formerly known asMafco Holdings Inc., a corporation wholly owned by Ronald O. Perelman("MacAndrews & Forbes Holdings" and,together with its affiliates, "MacAndrews &Forbes").

The Consolidated Financial Statementsinclude the accounts of the Company after elimination of all materialintercompany balances and transactions. Further, the Company has made anumber of estimates and assumptions relating to the reporting of assetsand liabilities, the disclosure of liabilities and the reporting ofrevenues and expenses to prepare these financial statements inconformity with generally accepted accounting principles. Actualresults could differ from those estimates.

Certain amounts inthe prior year financial statements have been reclassified to conformto the current year's presentation.

Cash and CashEquivalents:

Cash equivalents are primarily investments inhigh-quality, short-term money market instruments with originalmaturities of three months or less and are carried at cost, whichapproximates fair value. Cash equivalents were $79.0 and $30.6 as ofDecember 31, 2004 and 2003, respectively.

In accordance withborrowing arrangements with certain financial institutions, the Companyis permitted to borrow against its cash balances. The unrestricted cashavailable to the Company is the net of the cash position less amountssupporting these short-term borrowings. The cash balances and relatedborrowings are shown gross in the Company's Consolidated BalanceSheets. As of December 31, 2004 and 2003, the Company had $36.2 and$27.9, respectively, of cash supporting such short-term borrowings.(See Note 8 to the Consolidated Financial Statements).

AccountsReceivable:

Accounts receivable represent payments due to theCompany for previously recognized net sales, reduced by an allowancefor doubtful accounts for balances, which are estimated to beuncollectible at December 31, 2004 and 2003. The Company grants creditterms in the normal course of business to its customers. Trade creditis extended based upon periodically updated evaluations of eachcustomer's ability to perform its obligations. The Company doesnot normally require collateral or other security to support creditsales. The allowance for doubtful accounts is determined based onhistorical experience and ongoing evaluations of the Company'sreceivables and evaluations of the risks of payment. Accounts

F-9

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receivable balances are recorded against theallowance for doubtful accounts when they are deemed uncollectible.Recoveries of accounts receivable previously recorded against theallowance are recorded in the Consolidated Statements of Operationswhen received. At December 31, 2004 and 2003, the Company's threelargest customers accounted for an aggregate of approximately43% and 37% of outstanding accounts receivable.

Inventories:

Inventories are stated at the lower of cost ormarket value. Cost is principally determined by the first-in, first-outmethod.

Property, Plant and Equipment and Other Assets:

Property, plant and equipment is recorded at cost and is depreciatedon a straight-line basis over the estimated useful lives of such assetsas follows: land improvements, 20 to 40 years; buildings andimprovements, 5 to 45 years; machinery and equipment, 3 to 17 years;and office furniture and fixtures and capitalized software, 2 to 12years. Leasehold improvements are amortized over their estimated usefullives or the terms of the leases, whichever is shorter. Repairs andmaintenance are charged to operations as incurred, and expenditures foradditions and improvements are capitalized.

Long-lived assets,including fixed assets and intangibles other than goodwill, arereviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount of an asset may not be recoverable.If events or changes in circumstances indicate that the carrying amountof an asset may not be recoverable, the Company estimates theundiscounted future cash flows (excluding interest) resulting from theuse of the asset and its ultimate disposition. If the sum of theundiscounted cash flows (excluding interest) is less than the carryingvalue, the Company recognizes an impairment loss, measured as theamount by which the carrying value exceeds the fair value of theasset.

Included in other assets are net permanent wall displaysamounting to approximately $94.2 and $98.6 as of December 31, 2004 and2003, respectively, which are amortized over 3 to 5 years. Beginning inthe first quarter of 2002, the Company decided to roll out newpermanent wall displays, replacing existing permanent wall displays atan accelerated rate. As a result, the useful lives of those permanentwall displays to be replaced were shortened to their new estimateduseful lives, resulting in accelerated amortization of approximately$11 during 2002. The cost of the new wall displays will be amortizedover a 3-year life. The Company has included in other assets net costsrelated to the issuance of its debt instruments amounting toapproximately $31.6 and $23.0 as of December 31, 2004 and 2003,respectively, which are amortized over the terms of the related debtinstruments. In addition, the Company has included in other assetstrademarks, net, of $7.8 and $7.5 as of December 31, 2004 and 2003,respectively, and patents, net, of $3.2 and $3.9 as of December 31,2004 and 2003, respectively. Patents and trademarks are recorded atcost and amortized ratably over approximately 10 to 17 years.Amortization expense for patents and trademarks for 2004, 2003 and 2002was $1.8, $1.8 and $2.0, respectively. The Company's intangibleassets other than goodwill continue to be subject to amortization,which is anticipated to be approximately $1.6 annually through December31, 2009.

Intangible Assets Related to BusinessesAcquired:

Intangible assets related to businesses acquiredprincipally represent goodwill, which represents the excess purchaseprice over the fair value of assets acquired. In July 2001, the FASBissued Statement No. 141, "BusinessCombinations", and Statement No. 142,"Goodwill and Other Intangible Assets".Statement 141 requires that the purchase method of accounting be usedfor all business combinations initiated after June 30, 2001, as well asall purchase method business combinations completed after June 30,2001. Statement 141 also specifies criteria that must be met in orderfor intangible assets acquired in a purchase method businesscombination to be recognized and reported apart from goodwill.Statement 142 requires that goodwill and intangible assets withindefinite useful lives no longer be amortized, but instead tested forimpairment at least annually in accordance with the provisions ofStatement 142. Statement 142 requires that intangible assets withfinite useful lives be amortized over their respective estimated usefullives to their estimated residual values, and reviewed for impairmentin accordance with Statement 144, "Accounting for theImpairment or Disposal of Long-Lived Assets".

F-10

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The Company adopted the provisions ofStatement 141 in July 2001 and Statement 142 effective January 1, 2002.In connection with the adoption of Statement 142, the Company performeda transitional goodwill impairment test as required and determined thatno goodwill impairment existed at January 1, 2002. The Company performsits annual impairment test of goodwill as of September 30 and performedthe annual test as of September 30, 2004, 2003 and 2002 and concludedthat no impairment existed. The Company operates in one reportablesegment, which is also the only reporting unit for purposes of SFAS No.142. Since the Company currently only has one reporting unit, all ofthe goodwill has been assigned to the enterprise as a whole. TheCompany compared its estimated fair value as measured by, among otherfactors, its market capitalization to its net assets and since the fairvalue was substantially greater than the net assets, the Companyconcluded that there was no impairment of goodwill.

The Companyhas also evaluated the lives of all of its intangible assets. As aresult of this evaluation, the Company has determined that none of itsintangible assets, other than goodwill, have indefinite lives and thatthe existing useful lives are appropriate. The amount outstanding forgoodwill, net, was $186.1 at December 31, 2004 and December 31, 2003.Accumulated amortization aggregated $117.3 at December 31, 2004 and2003. Amortization of goodwill ceased on January 1, 2002 upon adoptionof Statement 142. Prior to January 1, 2002, the Company amortizedgoodwill on a straight-line basis over 40 years.

RevenueRecognition:

Sales are recognized when revenue is realized orrealizable and has been earned. The Company's policy is torecognize revenue when risk of loss and title to the product transfersto the customer. Net sales is comprised of gross revenues less expectedreturns, trade discounts and customer allowances, which include costsassociated with off-invoice mark-downs and other price reductions, aswell as trade promotions and coupons. These incentive costs arerecognized at the later of the date on which the Company recognizes therelated revenue or the date on which the Company offers the incentive.The Company allows customers to return their unsold products when theymeet certain Company-established criteria as outlined in theCompany's trade terms. The Company regularly reviews and revises,when deemed necessary, its estimates of sales returns based primarilyupon actual returns, planned product discontinuances, new productlaunches and promotional sales, which would permit customers to returnitems based upon the Company's trade terms. The Company recordssales returns as a reduction to sales and cost of sales, and anincrease to accrued liabilities and to inventories. Returned productswhich are recorded as inventories are valued based upon the amount thatthe Company expects to realize upon their subsequent disposition. Thephysical condition and marketability of the returned products are themajor factors considered by the Company in estimating realizable value.Actual returns, as well as realized values on returned products, maydiffer significantly, either favorably or unfavorably, from theCompany's estimates if factors such as product discontinuances,customer inventory levels or competitive conditions differ from theCompany's estimates and expectations and, in the case of actualreturns, if economic conditions differ significantly from theCompany's estimates and expectations. Revenues derived fromlicensing arrangements, including any prepayments, are recognized inthe period in which they become due and payable but not before thelicense term commences.

Cost of sales includes all of the coststo manufacture the Company's products. For products manufacturedin the Company's own facilities, such costs include raw materialsand supplies, direct labor and factory overhead. For productsmanufactured for the Company by third-party contractors, such costsrepresent the amounts invoiced by the contractors. Cost of sales alsoincludes the cost of refurbishing products returned by customers thatwill be offered for resale and the cost of inventory write-downsassociated with adjustments of held inventories to net realizablevalue. These costs are reflected in the statement of operations whenthe product is sold and net sales revenues are recognized or, in thecase of inventory write-downs, when circumstances indicate that thecarrying value of inventories is in excess of its recoverable value.Additionally, cost of sales reflects the costs associated with freeproducts. These incentive costs are recognized on the later of the datethat the Company recognizes the related revenue or the date on whichthe Company offers the incentive.

SG&A expenses includeexpenses to advertise the Company's products, such as televisionadvertising production costs and air-time costs, print advertisingcosts, promotional displays and consumer promotions. SG&A alsoincludes the amortization of permanent wall displays and intangibleassets, distribution 

F-11

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costs (such as freight and handling),non-manufacturing overhead, principally personnel and related expenses,insurance and professional fees.

Income Taxes:

Incometaxes are calculated using the asset and liability method in accordancewith the provisions of SFAS No. 109, "Accounting forIncome Taxes."

Revlon, Inc. and its U.S.subsidiaries, including Products Corporation, for federal income taxpurposes, were included in the affiliated group of which MacAndrews& Forbes Holdings was the common parent, and Revlon, Inc.'sand its U.S. subsidiaries, including Products Corporation federaltaxable income and loss was through the period ended March 25, 2004included in such group's consolidated tax return filed byMacAndrews & Forbes Holdings. As a result of the Revlon ExchangeTransactions (as hereinafter defined) (See Note 9 to the ConsolidatedFinancial Statements), as of the end of the day on March 25, 2004,Revlon, Inc. and its U.S. subsidiaries, including Products Corporation,are no longer included in the MacAndrews & Forbes Holdingsconsolidated group for federal income tax purposes.

Pension andOther Post-retirement and Post-employment Benefits:

The Companysponsors pension and other retirement plans in various forms coveringsubstantially all employees who meet the respective plan'seligibility requirements. For plans in the U.S., the minimum amountrequired pursuant to the Employee Retirement Income Security Act, asamended, is contributed annually. Various subsidiaries outside the U.S.have retirement plans under which funds are deposited with trustees orreserves are provided.

The Company accounts for benefits such asseverance, disability and health insurance provided to former employeesprior to their retirement when it is probable that a liability has beenincurred and the amount of such liability can be reasonablyestimated.

Research and Development:

Research anddevelopment expenditures are expensed as incurred. The amounts chargedagainst earnings in 2004, 2003 and 2002 were $24.0, $25.4 and $23.3,respectively.

Foreign Currency Translation:

Assets andliabilities of foreign operations are generally translated into U.S.dollars at the rates of exchange in effect at the balance sheet date.Income and expense items are generally translated at the weightedaverage exchange rates prevailing during each period presented. Gainsand losses resulting from foreign currency transactions are included inthe results of operations. Gains and losses resulting from translationof financial statements of foreign subsidiaries and branches operatingin non-hyperinflationary economies are recorded as a component ofaccumulated other comprehensive loss until either sale or upon completeor substantially complete liquidation by the Company of its investmentin a foreign entity. Foreign subsidiaries and branches operating inhyperinflationary economies translate non-monetary assets andliabilities at historical rates and include translation adjustments inthe results of operations.

Sale of Subsidiary Stock:

The Company recognizes gains and losses on sales of subsidiary stockin its Consolidated Statements of Operations.

Basic and DilutedLoss per Common Share and Classes of Stock:

Shares used inbasic loss per share are computed using the weighted average number ofcommon shares outstanding each period. Shares used in diluted loss pershare include the dilutive effect of unvested restricted shares andoutstanding stock options using the treasury stock method. Options topurchase 30,781,700, 7,707,600 and 7,886,100 shares of common stockwith weighted average exercise 

F-12

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prices of $4.66, $10.66 and $12.83,respectively, were outstanding at December 31, 2004, 2003 and 2002,respectively. Additionally, 5,725,000, 1,970,000 and 2,005,000 sharesof unvested restricted stock were outstanding as of December 31, 2004,2003 and 2002 respectively. Because the Company incurred losses in2004, 2003 and 2002, these shares are excluded from the calculation ofdiluted loss per common share as their effect would beantidilutive.

For each period presented, the amount of loss usedin the calculation of diluted loss per common share was the same as theamount of loss used in the calculation of basic loss per commonshare.

Upon consummation of the 2003 Rights Offering (ashereinafter defined), the fair value, based on the NYSE closing priceof Revlon, Inc.'s Class A Common Stock (as hereinafter defined),was more than the subscription price. Accordingly, basic and dilutedloss per common share for all periods prior to the 2003 Rights Offeringhave been restated to reflect the stock dividend of 1,262,328 shares ofRevlon, Inc.'s Class A Common Stock.

Stock-BasedCompensation:

SFAS No. 123, "Accounting forStock-Based Compensation," ("SFAS No.123") encourages, but does not require, companies torecord compensation cost for stock-based employee compensation plans atfair value. The Company has chosen to account for stock-basedcompensation plans using the intrinsic value method prescribed in APBOpinion No. 25, "Accounting for Stock Issued toEmployees," and related interpretations. Accordingly,compensation cost for stock options issued to employees is measured asthe excess, if any, of the quoted market price of Class A Common Stockat the date of the grant over the amount an employee must pay toacquire such stock.

The following table illustrates the effecton net loss and net loss per basic and diluted common share as if theCompany had applied the fair value method to its stock-basedcompensation under the disclosure provisions of SFAS No. 123 andamended disclosure provisions of SFAS No. 148, "Accountingfor Stock-Based Compensation - Transition and Disclosure, an amendmentof FASB Statements No. 123", which is more fully describedin Note 14 to the Consolidated FinancialStatements:

|                                                                                                              |  |                       |        |         |  |        |        |         |  |        |        |         |  |  |
|--------------------------------------------------------------------------------------------------------------|--|-----------------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                                                         |  | YearEnded December31, |
|                                                                                                         |  | 2004                  |        | 2003    |  | 2002   |
| Netloss asreported                                                                                           |  | $                     | (142.5 | )  |  | $      | (153.8 | )  |  | $      | (286.5 | )  |
| Add:Stock-based employee compensation included in reported netloss                                           |  |                  | 5.2    |    |  |   | 2.2    |    |  |   | 1.7    |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for allawards |  |                  | (30.3  | )  |  |   | (7.7   | )  |  |   | (6.9   | )  |
| Proforma netloss                                                                                             |  | $                     | (167.6 | )  |  | $      | (159.3 | )  |  | $      | (291.7 | )  |
| Basicand diluted loss per commonshare:                                                                       |  |                  |   |    |  |   |   |    |  |   |   |    |
| Asreported                                                                                                   |  | $                     | (0.47  | )  |  | $      | (2.47  | )  |  | $      | (5.36  | )  |
| Proforma                                                                                                     |  | $                     | (0.56  | )  |  | $      | (2.56  | )  |  | $      | (5.46  | )  |
|                                                                                                              |

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

Derivative FinancialInstruments:

The Company accounts for derivative financialinstruments in accordance with SFAS No. 133, as amended by SFAS No.149. The standard requires the recognition of all derivativeinstruments on the balance sheet as either assets or liabilitiesmeasured at fair value. Changes in fair value are recognizedimmediately in earnings unless the derivatives qualify as hedges offuture cash flows. For derivatives qualifying as hedges of future cashflows, the effective portion of changes in fair value is recorded as acomponent of other comprehensive income (loss) and recognized inearnings when the hedged 

F-13

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transaction is recognized in earnings. Anyineffective portion (representing the extent that the change in fairvalue of the hedges does not completely offset the change in theanticipated net payments being hedged) is recognized in earnings as itoccurs. If a derivative instrument designated as a hedge is terminated,the unrecognized fair value of the hedge previously recorded inaccumulated other comprehensive income (loss) is recognized in earningswhen the hedged transaction is recognized in earnings. If thetransaction being hedged is terminated, the unrecognized fair value ofthe Company's related hedge instrument is recognized in earningsat that time.

The Company formally designates and documents eachfinancial instrument as a hedge of a specific underlying exposure, aswell as the risk management objectives and strategies for entering intothe hedge transaction upon inception. The Company also formallyassesses upon inception and quarterly thereafter whether the financialinstruments used in hedging transactions are effective in offsettingchanges in the fair value or cash flows of the hedged items.

TheCompany uses derivative financial instruments, primarily foreigncurrency forward exchange contracts, to reduce the effects offluctuations in foreign currency exchange rates. These contracts, whichhave been designated as cash flow hedges, were entered into primarilyto hedge anticipated inventory purchases and certain intercompanypayments denominated in foreign currencies, which have maturities ofless than one year. Any unrecognized income (loss) related to thesecontracts are recorded in the Statement of Operations primarily in costof goods sold when the underlying transactions hedged are realized(e.g., when inventory is sold or intercompany transactions aresettled). The Company enters into these contracts with counterpartiesthat are major financial institutions, and accordingly the Companybelieves that the risk of counterparty nonperformance is remote. During2004, 2003 and 2002, net derivative losses of $1.5, $1.5 and $0.6,respectively, were reclassified to the Statement of Operations. Thenotional amount of the foreign currency forward exchange contractsoutstanding at December 31, 2004 and 2003 was $31.5 and $8.3,respectively. The fair value of the foreign currency forward exchangecontracts outstanding at December 31, 2004 and 2003 was $(2.3) and$(0.8), respectively, and is recorded in Accrued expenses and other inthe accompanying Consolidated Balance Sheets. The Company hadaccumulated net derivative losses of $2.7 in other comprehensive lossas of December 31, 2004, related to cash flow hedges, all of which willbe reclassified into earnings within 12 months. The amount of thehedges' ineffectiveness for the years ended December 31, 2004 and2003 recorded in the Consolidated Statements of Operations was notsignificant.

Advertising and Promotion:

Costsassociated with advertising and promotion are expensed when incurred.The costs of promotional displays are expensed in the period in whichthey are shipped to customers. Television advertising production costsare expensed the first time the advertising takes place. Advertisingand promotion expenses were $225.2, $251.4 and, $210.2 for 2004, 2003and 2002, respectively, and were included in SG&A expenses in theCompany's Consolidated Statements of Operations. The Company alsohas various arrangements with customers pursuant to its trade terms toreimburse them for a portion of their advertising or promotional costs,which provide advertising and promotional benefits to the Company.Additionally, from time to time the Company may pay fees to customersin order to expand or maintain shelf space for its products. The coststhat the Company incurs for "cooperative"advertising programs, end cap placement, shelf placement costs andslotting fees are expensed as incurred and are netted against revenueson the Company's Consolidated Statements of Operations.

Distribution Costs:

Costs, such as freight and handlingcosts, associated with distribution are expensed within SG&A whenincurred. Distribution costs were $62.0, $60.4 and $56.5 for 2004, 2003and 2002, respectively.

Recent Accounting Pronouncements:

In December 2004, the FASB issued SFAS No. 123 (revised 2004),"Share-Based Payment," an amendment to FASBStatements Nos. 123 and 95 ("SFAS No.12(R)"), which replaces SFAS No. 123, and supercedes APBOpinion No. 25, "Accounting for Stock Issued toEmployees." SFAS No. 12(R) requires 

F-14

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all share-based payments to employees,including grants of employee stock options, to be recognized in thefinancial statements based on their fair values beginning with thefirst interim or annual period after June 15, 2005, with early adoptionencouraged. The pro forma disclosures previously permitted under SFASNo. 123 no longer will be an alternative to financial statementrecognition. The Company is required to adopt SFAS No. 123(R) in thethird quarter of fiscal 2005, beginning July 1, 2005. Under SFAS No.123(R), the Company must determine the appropriate fair value model tobe used for valuing share-based payments, the amortization method forcompensation cost and the transition method to be used at the date ofadoption. The transition methods are either a prospective method or aretroactive method. Under the retroactive method, prior periods may berestated either as of the beginning of the year of adoption or for allperiods presented. The prospective method requires that compensationexpense be recorded for all unvested stock options and restricted stockat the beginning of the first quarter of adoption of SFAS No. 123(R),while the retroactive methods would record compensation expense for allunvested stock options and restricted stock beginning with the firstperiod restated. The Company is evaluating the requirements of SFAS No.123(R) and expects that the adoption of SFAS No. 123(R) will have amaterial impact on the Company's consolidated results ofoperations and earnings per share. The Company is currently evaluatingthe impact of SFAS 123(R) and has not yet determined the method ofadoption or the effect of adopting SFAS 123(R), and it has notdetermined whether its adoption will result in amounts in futureperiods that are similar to the Company's current pro formadisclosures under SFAS No. 123.

In December 2004, the FASBissued SFAS No. 153, "Exchanges of Nonmonetary Assets— An Amendment of APB Opinion No. 29, Accounting for NonmonetaryTransactions" ("SFAS No. 153").SFAS No. 153 eliminates the exception from fair value measurement fornonmonetary exchanges of similar productive assets in paragraph 21(b)of APB Opinion No. 29, "Accounting for NonmonetaryTransactions," and replaces it with an exception forexchanges that do not have commercial substance. SFAS No. 153 specifiesthat a nonmonetary exchange has commercial substance if the future cashflows of the entity are expected to change significantly as a result ofthe exchange. SFAS No. 153 is effective for the fiscal periodsbeginning after June 15, 2005 and is required to be adopted by theCompany beginning on January 1, 2006. The provisions of this statementwill be applied prospectively. The Company is currently evaluating theimpact of SFAS No. 153 and does not expect that the adoption of SFASNo. 153 will have a material impact on its consolidated results ofoperations and financial condition.

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

 In May  2004,the FASB issued FASB Staff Position No.  106-2 ("FSP106-2"), "Accounting and DisclosureRequirements Related to the Medicare Prescription Drug, Improvement andModernization Act of 2003" which provides guidance on theaccounting for the effects of the Medicare Act. FSP No. 106-2, whichrequires measurement of the Accumulated Postretirement BenefitObligation ("APBO") and net periodicpostretirement benefit cost to reflect the effects of the Medicare Act,supercedes FSP 106-1. FSP 106-2 is effective for interim or annualperiods beginning after June 15, 2004. Adoption of FSP 106-2 did nothave a material impact on the Company's consolidated results ofoperations and financial condition.

2.    Restructuring Costsand Other, Net

During 2004 the Company recorded net charges of$5.8 primarily for employee severance and other personnel benefits for42 employees in connection with realignments within severaldepartmental 

F-15

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functions and international operations, as towhich 32 employees had been terminated as of December 31, 2004. In2003, the Company recorded separate charges of $5.9 for employeeseverance and other personnel benefits for 421 employees in certainInternational operations, as to which 366 employees had been terminatedas of December 31, 2004.

During 2003 and 2002, the Companyrecorded a charge of $0.1 and $13.6 related to the 2000 restructuringprogram, principally for additional employee severance and otherpersonnel benefits and relocation and other costs related to theconsolidation of the Company's worldwide operations.

During the third quarter of 2000, the Company initiated a newrestructuring program in line with the original restructuring plandeveloped in late 1998, designed to improve profitability by reducingpersonnel and consolidating manufacturing facilities. The 2000restructuring program focused on the Company's plans to close itsmanufacturing operations in Phoenix, Arizona and Mississauga, Canadaand to consolidate its cosmetics production into its plant in Oxford,North Carolina. The 2000 restructuring program also includes theremaining obligation for excess leased real estate in theCompany's headquarters, consolidation costs associated with theCompany closing its facility in New Zealand, and the elimination ofseveral domestic and international executive and operational positions,each of which were effected to reduce and streamline corporate overheadcosts.

Details of the activity described above during 2004, 2003and 2002 are asfollows:

|                                                |  |                          |         |              |  |               |         |                   |  |        |         |         |  |        |         |         |  |        |         |        |  |  |
|------------------------------------------------|--|--------------------------|---------|--------------|--|---------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                           |  | BalanceBeginning of Year |         | Expenses,Net |  | Utilized, Net |         | Balance EndofYear |
|                                           |  | Cash                     |         | Noncash      |  |
| 2004                                           |  |                     |         |         |  |          |         |              |  |   |
| Employeeseverance and other personnelbenefits: |  |                     |    |         |  |          |    |              |  |   |    |    |  |   |    |    |  |   |    |   |
| 2000program                                    |  | $                        | 1.8     |         |  | $             | — |              |  | $      | (1.8    | )  |  | $      | — |    |  | $      | — |   |
| 2003program                                    |  |                     | 5.0     |         |  |          | 0.1     |              |  |   | (2.4    | )  |  |   | 0.4     |    |  |   | 3.1     |   |
| 2004program                                    |  |                     | — |         |  |          | 5.9     |              |  |   | (0.8    | )  |  |   | — |    |  |   | 5.1     |   |
|                                           |  |                     | 6.8     |         |  |          | 6.0     |              |  |   | (5.0    | )  |  |   | 0.4     |    |  |   | 8.2     |   |
| Leasesand equipmentwrite-offs                  |  |                     | 2.2     |         |  |          | (0.2    | )            |  |   | 0.6     |    |  |   | 0.3     |    |  |   | 2.9     |   |
|                                           |  | $                        | 9.0     |         |  | $             | 5.8     |              |  | $      | (4.4    | )  |  | $      | 0.7     |    |  | $      | 11.1    |   |
| **2003**                                       |  |                     |    |         |  |          |    |              |  |   |    |    |  |   |    |    |  |   |    |   |
| Employeeseverance and other personnelbenefits: |  |                     |    |         |  |          |    |              |  |   |    |    |  |   |    |    |  |   |    |   |
| 2000program                                    |  | $                        | 7.0     |         |  | $             | — |              |  | $      | (5.2    | )  |  | $      | — |    |  | $      | 1.8     |   |
| 2003program                                    |  |                     | — |         |  |          | 5.9     |              |  |   | (0.9    | )  |  |   | — |    |  |   | 5.0     |   |
|                                           |  |                     | 7.0     |         |  |          | 5.9     |              |  |   | (6.1    | )  |  |   | — |    |  |   | 6.8     |   |
| Relocation                                     |  |                     | — |         |  |          | 0.1     |              |  |   | (0.1    | )  |  |   | — |    |  |   | — |   |
| Leasesand equipmentwrite-offs                  |  |                     | 3.9     |         |  |          | — |              |  |   | (1.7    | )  |  |   | — |    |  |   | 2.2     |   |
| Otherobligations                               |  |                     | 0.9     |         |  |          | — |              |  |   | — |    |  |   | (0.9    | )  |  |   | — |   |
|                                           |  | $                        | 11.8    |         |  | $             | 6.0     |              |  | $      | (7.9    | )  |  | $      | (0.9    | )  |  | $      | 9.0     |   |
| **2002**                                       |  |                     |    |         |  |          |    |              |  |   |    |    |  |   |    |    |  |   |    |   |
| Employeeseverance and other personnelbenefits  |  | $                        | 15.1    |         |  | $             | 10.1    |              |  | $      | (18.2   | )  |  | $      | — |    |  | $      | 7.0     |   |
| Relocation                                     |  |                     | — |         |  |          | 0.6     |              |  |   | (0.6    | )  |  |   | — |    |  |   | — |   |
| Leasesand equipmentwrite-offs                  |  |                     | 7.4     |         |  |          | 1.7     |              |  |   | (4.9    | )  |  |   | (0.3    | )  |  |   | 3.9     |   |
| Otherobligations                               |  |                     | 0.3     |         |  |          | 1.2     |              |  |   | (0.6    | )  |  |   | — |    |  |   | 0.9     |   |
|                                           |  | $                        | 22.8    |         |  | $             | 13.6    |              |  | $      | (24.3   | )  |  | $      | (0.3    | )  |  | $      | 11.8    |   |
|                                                |

Asof December 31, 2004, 2003 and 2002, the unpaid balance of therestructuring costs and other, net for reserves are included in accruedexpenses and other and other long-term liabilities in theCompany's Consolidated Balance Sheets. The remaining balance atDecember 31, 2004 for employee severance and 

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other personnel benefits is $8.2, of which$6.7 is expected to be paid by the end of 2005 and the remaining leaseand equipment obligations of $2.9 are expected to be paid by the end of2008.

3.    Dispositions

Described below are theprincipal sales of certain brands and facilities entered into byProducts Corporation during 2004, 2003 and 2002:

In December2003, the Company sold a facility located in Canada for approximately$5.2 and leased it back through the end of 2006. In connection withsuch disposition, the Company will recognize a pre-tax and after-taxnet gain of approximately $1.7 ratably over the remaining 3-year leaseterm.

In February 2002, Products Corporation completed thedisposition of its Benelux business. As part of this sale, ProductsCorporation entered into a long-term distribution agreement with thepurchaser pursuant to which the purchaser distributes theCompany's products in Benelux. The purchase price consistedprincipally of the assumption of certain liabilities and a deferredpurchase price contingent upon future results of up to approximately$4.7, which could be received over approximately a seven-year period.In connection with the disposition, the Company recognized a pre-taxand after-tax net loss of $1.0 in the first quarter of 2002.

4.    Inventories

|                          |  |             |       |        |  |        |       |        |  |  |
|--------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--|
|                     |  | December31, |
|                     |  | 2004        |       | 2003   |
| Rawmaterials andsupplies |  | $           | 48.1  |   |  | $      | 48.3  |   |
| Work-in-process          |  |        | 12.2  |   |  |   | 11.6  |   |
| Finishedgoods            |  |        | 94.4  |   |  |   | 82.8  |   |
|                     |  | $           | 154.7 |   |  | $      | 142.7 |   |
|                          |

5.    PrepaidExpenses andOther

|                             |  |             |      |        |  |        |         |        |  |  |
|-----------------------------|--|-------------|------|--------|--|--------|---------|--------|--|--|
|                        |  | December31, |
|                        |  | 2004        |      | 2003   |
| Prepaidexpenses             |  | $           | 35.4 |   |  | $      | 22.9    |   |
| Note receivable(See Note11) |  |        | 15.9 |   |  |   | — |   |
| Other                       |  |        | 18.4 |   |  |   | 11.0    |   |
|                        |  | $           | 69.7 |   |  | $      | 33.9    |   |
|                             |

6.    Property,Plant and Equipment,Net

|                                                      |  |             |        |         |  |        |        |         |  |  |
|------------------------------------------------------|--|-------------|--------|---------|--|--------|--------|---------|--|--|
|                                                 |  | December31, |
|                                                 |  | 2004        |        | 2003    |
| Landand improvements                                 |  | $           | 2.3    |    |  | $      | 2.2    |    |
| Buildingsand improvements                            |  |        | 84.1   |    |  |   | 82.8   |    |
| Machineryand equipment and capitalizedleases         |  |        | 144.3  |    |  |   | 135.1  |    |
| Office furnitureand fixtures and capitalizedsoftware |  |        | 113.6  |    |  |   | 109.5  |    |
| Leaseholdimprovements                                |  |        | 17.4   |    |  |   | 12.5   |    |
| Construction-in-progress                             |  |        | 7.8    |    |  |   | 10.5   |    |
|                                                 |  |        | 369.5  |    |  |   | 352.6  |    |
| Accumulateddepreciation                              |  |        | (250.8 | )  |  |   | (220.5 | )  |
|                                                 |  | $           | 118.7  |    |  | $      | 132.1  |    |
|                                                      |

Depreciationexpense for the years ended December 31, 2004, 2003 and 2002 was $34.0,$33.7 and $34.5, respectively. The Company has evaluated its managementinformation systems and determined, 

F-17

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among other things, to upgrade its systems.As a result of this decision, certain existing information systems arebeing amortized on an accelerated basis. The additional amortizationrecorded in 2004 and 2003 was $4.3 and $4.6, respectively.

7.    Accrued Expenses andOther

|                                      |  |             |       |        |  |        |       |        |  |  |
|--------------------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--|
|                                 |  | December31, |
|                                 |  | 2004        |       | 2003   |
| Salesreturns andallowances           |  | $           | 103.3 |   |  | $      | 103.4 |   |
| Advertisingand promotionalcosts      |  |        | 45.5  |   |  |   | 52.3  |   |
| Compensation andrelatedbenefits      |  |        | 56.9  |   |  |   | 65.7  |   |
| Interest                             |  |        | 20.9  |   |  |   | 40.7  |   |
| Taxes,other than federal incometaxes |  |        | 13.0  |   |  |   | 9.3   |   |
| Restructuringcosts                   |  |        | 7.6   |   |  |   | 6.4   |   |
| Other                                |  |        | 36.0  |   |  |   | 44.1  |   |
|                                 |  | $           | 283.2 |   |  | $      | 321.9 |   |
|                                      |

8.    Short-termBorrowings

Products Corporation had outstanding short-term bankborrowings (excluding borrowings under the 2004 Credit Agreement (ashereinafter defined)) aggregating $36.6 and $28.0 at December 31, 2004and 2003, respectively. The weighted average interest rate onshort-term borrowings outstanding at December 31, 2004 and 2003 was4.2% and 4.0%, respectively. Under these short-termborrowing arrangements, the Company is permitted to borrow against itscash balances. The cash balances and related borrowings are shown grossin the Company's Consolidated Balance Sheets. As of December 31,2004 and 2003, the Company had $36.2 and $27.9, respectively, of cashsupporting such short-term borrowings. Interest rates on these cashbalances at December 31, 2004 and 2003 ranged from 0.5% to4.5% and 0.6% to 4.7%, respectively.

9.    Long-term Debt

|                                                            |  |             |         |         |  |        |         |        |  |  |
|------------------------------------------------------------|--|-------------|---------|---------|--|--------|---------|--------|--|--|
|                                                       |  | December31, |
|                                                       |  | 2004        |         | 2003    |
| 2001Credit Agreement due 2005(a)                           |  | $           | — |    |  | $      | 217.3   |   |
| 2004Credit Agreement (a):                                  |  |        |    |    |  |   |    |   |
| TermLoan Facility due2010                                  |  |        | 800.0   |    |  |   | — |   |
| Multi-CurrencyFacility due2009                             |  |        | — |    |  |   | — |   |
| 8 1/8%Senior Notes due 2006(b)                             |  |        | 116.2   |    |  |   | 249.8   |   |
| 9% SeniorNotes due 2006(c)                                 |  |        | 75.5    |    |  |   | 250.0   |   |
| 8 5/8%Senior Subordinated Notes due 2008(d)                |  |        | 327.0   |    |  |   | 649.9   |   |
| 12% SeniorSecured Notes due 2005(e)                        |  |        | — |    |  |   | 356.3   |   |
| 2004 ConsolidatedMacAndrews & Forbes Line of Credit(f) |  |        | — |    |  |   | — |   |
| 12%Senior Unsecured Multiple-Draw Term Loan due 2005(f)    |  |        | — |    |  |   | 106.6   |   |
| 8%MacAndrews & Forbes Line of Credit due 2005(f)       |  |        | — |    |  |   | 15.5    |   |
| Advances fromaffiliates                                    |  |        | — |    |  |   | 24.1    |   |
|                                                       |  |        | 1,318.7 |    |  |   | 1,869.5 |   |
| Lesscurrentportion                                         |  |        | (10.5   | )  |  |   | — |   |
|                                                       |  | $           | 1,308.2 |    |  | $      | 1,869.5 |   |
|                                                            |

TheCompany completed two significant financing transactions during 2004:(i) Revlon, Inc. exchanged approximately $804 of ProductCorporation's debt, $54.6 of Revlon, Inc. preferred stock and$9.9 of accrued interest for 299,969,493 shares of Class A Common Stock(the "Revlon Exchange 

F-18

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Transactions") and (ii)Products Corporation entered into the 2004 Credit Agreement, consistingof an $800 term loan facility and a $160 asset-based multi-currencyrevolving credit facility, and used the proceeds to refinance its 2001Credit Agreement (as hereinafter defined) and to complete a tenderoffer and subsequent redemption of all of its 12% Senior SecuredNotes due 2005. See discussion below.

(a) On July 9, 2004,Products Corporation entered into a credit agreement (the"2004 Credit Agreement") to refinance thecredit agreement that it had entered into in 2001 and which was tomature in May 2005 (the "2001 CreditAgreement"). Products Corporation entered into the 2004Credit Agreement with certain of its subsidiaries as local borrowingsubsidiaries, a syndicate of lenders, whose individual members changefrom time to time, and Citicorp USA, Inc., as multi-currencyadministrative agent, term loan administrative agent and collateralagent. The 2004 Credit Agreement provides up to $960.0 and consists ofan $800.0 term loan facility (the "Term LoanFacility") and a $160.0 asset-based multi-currencyrevolving credit facility (the "Multi-CurrencyFacility"), collectively referred to as the"2004 Credit Facilities". (See"Subsequent Events" in Note 20 to theConsolidated Financial Statements.) Products Corporation may requestthe Multi-Currency Facility to be increased from time to time in anaggregate principal amount not to exceed $50.0 subject to certainexceptions and subject to the lenders' agreement. TheMulti-Currency Facility is available to: (i) Products Corporation inrevolving credit loans denominated in U.S. dollars, (ii)Products Corporation in swing line loans denominated in U.S. dollars upto $25.0, (iii) Products Corporation in standby and commercial lettersof credit denominated in U.S. dollars up to $50.0 and (iv) ProductsCorporation and certain of its international subsidiaries in revolvingcredit loans and bankers' acceptances denominated in U.S. dollarsand other currencies (the "Local Loans"), ineach case subject to borrowing base availability that is determinedbased on the value of eligible accounts receivable, eligible inventoryand eligible real property and equipment from time to time. If thevalue of the eligible assets is not sufficient to support the $160.0borrowing base, Products Corporation will not have full access to theMulti-Currency Facility. Products Corporation's ability to makeborrowings under the Multi-Currency Facility is also conditioned uponthe satisfaction of certain conditions precedent and ProductsCorporation's compliance with other covenants in the 2004 CreditAgreement, including a fixed charge coverage ratio that applies whenthe excess borrowing base is less than $30.0.

The Multi-CurrencyFacility will terminate on July 9, 2009 and the loans under the TermLoan Facility will mature on July 9, 2010; provided that the 2004Credit Facilities will terminate on October 31, 2005 if ProductsCorporation's 8 1/8% Senior Notes are notrepaid, redeemed, repurchased or defeased in full as provided in the2004 Credit Agreement on or before such date, on July 31, 2006 ifProducts Corporation's 9% Senior Notes are not repaid,redeemed, repurchased or defeased in full on or before such date, andon October 30, 2007 if Products Corporation's8 5/8% Senior Subordinated Notes are not repaid,redeemed, repurchased or defeased on or before such date such that notmore than $25.0 in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainsoutstanding (as each such series of notes is hereinafter defined). Inaddition, it would be an event of default under the 2004 CreditAgreement if Revlon, Inc. failed to undertake an approximately $110.0equity offering and transfer the net proceeds of such offering toProducts Corporation to reduce Products Corporation's outstandingindebtedness by March 31, 2006. (See "SubsequentEvents" in Note 20 to the Consolidated FinancialStatements.)

In March 2005, Revlon, Inc. and MacAndrews &Forbes amended MacAndrews & Forbes' obligation under the 2004Investment Agreement (as hereinafter defined) to backstop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatProducts Corporation has not as of such date refinanced the8 1/8% Senior Notes and, therefore, Revlon, Inc.uses an equity offering to effect such refinancing. In accordance withSFAS No. 6, "Classification of Short-Term ObligationsExpected to be Refinanced," $107.7 (being $109.7, lessestimated future transaction costs) of the8 1/8% Senior Notes have been classified aslong-term due to such amendment to the 2004 Investment Agreement. (See"Subsequent Events" in Note 20 to theConsolidated Financial Statements.)

The 2004 Credit Agreementreplaced Products Corporation's 2001 Credit Agreement, which wasdue to expire on May 30, 2005. Products Corporation's EBITDA (asdefined in the 2001 Credit Agreement) for the four consecutive fiscalquarters ended December 31, 2003 was less than the minimum of $230

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required under the 2001 Credit Agreement forthat period and the Company's leverage ratio was 1.66:1.00, whichwas in excess of the maximum ratio of 1.10:1.00 permitted under the2001 Credit Agreement for that period. Accordingly, ProductsCorporation sought and on January 28, 2004 secured waivers ofcompliance with these covenants for the four quarters ended December31, 2003. In light of the Company's expectation that its planwould affect Products Corporation's ability to comply with thesecovenants during 2004, Products Corporation also secured an amendmentto eliminate the EBITDA and leverage ratio covenants under the 2001Credit Agreement for the first three quarters of 2004 and a waiver ofcompliance with such covenants for the four quarters ending December31, 2004, expiring on January 31, 2005 (the "January 2004Bank Amendment"). In July 2004, the 2001 Credit Agreementwas repaid and refinanced with the 2004 Credit Agreement. In connectionwith the replacement and repayment of the 2001 Credit Agreement, theCompany recorded a loss on early extinguishment of debt of $4.3, whichrepresents the write-off of deferred financing costs.

ProductsCorporation used the proceeds of borrowings under the 2004 CreditAgreement to repay in full the $290.5 of outstanding indebtedness(including accrued interest) under Products Corporation's 2001Credit Agreement, to purchase and redeem a total of $363 principalamount of the 12% Senior Secured Notes (as hereinafter defined)for $412.3 (including the applicable premium and accrued interest), andto pay fees and expenses incurred in connection with the 2004 CreditAgreement, the purchase and redemption of the 12% Senior SecuredNotes and the Revlon Exchange Transactions, including the payment ofexpenses related to a refinancing that Products Corporation launched inMay 2004 but did not consummate. The balance of such proceeds isavailable to Products Corporation for general corporate purposes.

Borrowings under the Multi-Currency Facility (other than loans inforeign currencies) bear interest at a rate equal to, at ProductsCorporation's option, either (A) the Alternate Base Rate plus1.50%; or (B) the Eurodollar Rate plus 2.50%. Loans inforeign currencies bear interest in certain limited circumstances or ifmutually acceptable to Products Corporation and the relevant foreignlenders at the Local Rate, and otherwise at the Eurocurrency Rate, ineach case plus 2.50%. The loans under the Term Loan Facilitybear interest at a rate equal to, at Products Corporation'soption, either (A) the Alternate Base Rate plus 5.00%; or (B)the Eurodollar Rate plus 6.00%. At December 31, 2004, theweighted average rate for borrowings under the Term Loan Facility was8.0%. Products Corporation pays to those lenders under theMulti-Currency Facility a commitment fee of 0.50% of the averagedaily unused portion of the Multi-Currency Facility, which fee ispayable quarterly in arrears. Under the Multi-Currency Facility,Products Corporation pays (i) to foreign lenders a fronting fee of0.25% per annum on the aggregate principal amount of specifiedLocal Loans (which fee is retained by the foreign lenders out of theportion of the Applicable Margin payable to such foreign lender), (ii)to foreign lenders an administrative fee of 0.25% per annum onthe aggregate principal amount of specified Local Loans, (iii) to themulti-currency lenders a letter of credit commission equal to (a) theApplicable Margin for revolving credit loans that are Eurodollar Rateloans (adjusted for the term that the letter of credit is outstanding)times (b) the aggregate undrawn face amount of letters of credit and(iv) to the issuing lender a letter of credit fronting fee of0.25% per annum of the aggregate undrawn face amount of lettersof credit, which fee is a portion of the Applicable Margin.

Prior to the termination date of the Term Loan Facility, on October15, January 15, April 15 and July 15 of each year (commencing October15, 2005) Products Corporation shall repay $2.0 in aggregate principalamount of the term loans outstanding under the Term Loan Facility oneach respective date. In addition, the loans under the Term LoanFacility are required to be prepaid with: (i) the net proceeds inexcess of $10.0 each year (subject to limited carryover to subsequentyears) received during such year from sales of Term Loan First LienCollateral (as defined below) by Products Corporation or any of itssubsidiary guarantors (and in excess of an additional $25.0 in theaggregate during the term of the 2004 Credit Facilities with respect tocertain specified dispositions), subject to certain limited exceptions,(ii) certain net proceeds from equity offerings by Revlon, Inc. thatare not used to redeem, repurchase or defease the8 1/8% Senior Notes, the 9% Senior Notes,the 8 5/8% Senior Subordinated Notes or certainother indebtedness, (iii) the net proceeds from the issuance byProducts Corporation or any of its subsidiaries 

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of certain additional debt and (iv)50% of Products Corporation's Excess Cash Flow (as definedin the 2004 Credit Agreement) for any fiscal year. (See"Subsequent Events" in Note 20 to theConsolidated Financial Statements.)

The 2004 Credit Facilitiesare supported by, among other things, guarantees from Revlon, Inc. and,subject to certain limited exceptions, the domestic subsidiaries ofProducts Corporation. The obligations of Products Corporation under the2004 Credit Facilities and the obligations under the guarantees aresecured by, subject to certain limited exceptions, substantially all ofthe assets of Products Corporation and the subsidiary guarantors,including (i) mortgages on owned real property, including ProductsCorporation's facilities in Oxford, North Carolina and Irvington,New Jersey; (ii) the capital stock of Products Corporation and thesubsidiary guarantors and 66% of the capital stock of ProductsCorporation's and the subsidiary guarantors' first-tierforeign subsidiaries; (iii) intellectual property and other intangibleproperty of Products Corporation and the subsidiary guarantors; and(iv) inventory, accounts receivable, equipment, investment property anddeposit accounts of Products Corporation and the subsidiary guarantors.The liens on, among other things, inventory, accounts receivable,deposit accounts, investment property (other than the capital stock ofProducts Corporation and its subsidiaries), real property, equipment,fixtures and certain intangible property related thereto secure theMulti-Currency Facility on a first priority basis and the Term LoanFacility on a second priority basis, while the liens on the capitalstock of Products Corporation and its subsidiaries and intellectualproperty and certain other intangible property (the "TermLoan First Lien Collateral") secure the Term Loan Facilityon a first priority basis and the Multi-Currency Facility on a secondpriority basis, all as set forth in an Intercreditor and CollateralAgency Agreement by and among Products Corporation and the lenders,which also provides that the first priority liens referred to above maybe shared from time to time, subject to certain limitations, withspecified types of other obligations incurred or guaranteed by ProductsCorporation, such as foreign exchange and interest rate hedgingobligations and foreign working capital lines, provided that to theextent such obligations and lines share in the collateral, theborrowing base is reduced by a reserve established from time to time bythe bank agent in respect of such obligations and lines.

The2004 Credit Agreement contains various restrictive covenantsprohibiting Products Corporation and its subsidiaries from (i)incurring additional indebtedness or guarantees, with certainexceptions, (ii) making dividend and other payments or loans to Revlon,Inc. or other affiliates, with certain exceptions, including amongothers, exceptions permitting Products Corporation to pay dividends ormake other payments to Revlon, Inc. to finance the actual payment byRevlon, Inc. of expenses and obligations incurred by Revlon, Inc. toenable Revlon, Inc. to, among other things, pay expenses incidental tobeing a public holding company, including, among other things,professional fees such as legal and accounting fees, regulatory feessuch as the Securities and Exchange Commission (the"Commission") filing fees and othermiscellaneous expenses related to being a public holding company and,subject to certain circumstances, to finance the purchase by Revlon,Inc. of its Class A Common Stock in connection with the delivery ofsuch Class A Common Stock to grantees under the Amended and RestatedRevlon, Inc. Stock Plan (the "Stock Plan"),and, subject to certain limitations, to pay dividends or make otherpayments to finance the purchase, redemption or other retirement forvalue by Revlon, Inc. of stock or other equity interests or equivalentsin Revlon, Inc. held by any current or former director, employee orconsultant in his or her capacity as such, (iii) creating liens orother encumbrances on Products Corporation's or itssubsidiaries' assets or revenues, granting negative pledges orselling or transferring any of Products Corporation's or itssubsidiaries' assets, all subject to certain limited exceptions,(iv) with certain exceptions, engaging in merger or acquisitiontransactions, (v) prepaying indebtedness and modifying the terms ofcertain indebtedness and specified material contractual obligations,subject to certain exceptions (including, without limitation, prepayingone or more of the 8 1/8% Notes, 9% Notesor 8 5/8% Senior Subordinated Notes with theproceeds of certain equity offerings, including the approximately $110equity offering to be conducted by Revlon, Inc. prior to March31, 2006 and to be back-stopped by MacAndrews & Forbes up to suchamount, or with certain permitted refinancing indebtedness), (vi)making investments, subject to certain exceptions, and (vii) enteringinto transactions with affiliates of Products Corporation other thanupon terms no less favorable to Products Corporation or itssubsidiaries than it would obtain in an arms' length transaction.In addition to the foregoing, the 2004 Credit Agreement containsfinancial covenants limiting the senior secured leverage ratio ofProducts 

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Corporation (the ratio of ProductsCorporation's Senior Secured Debt to EBITDA, as each such term isdefined in the 2004 Credit Agreement) to 5.50 to 1.00 for the fourconsecutive quarters ending during the period from December 31, 2004 toSeptember 30, 2005; 5.00 to 1.00 for the four consecutive quartersending during the period from December 31, 2005 to December 31, 2006;and 4.50 to 1.00 for the four consecutive quarters ending March 31,2007 and each subsequent quarter until the maturity date of the 2004Credit Agreement, and, under circumstances when the excess borrowingbase under the Multi-Currency Facility is less than $30.0 for a periodof 30 consecutive days or more, requiring Products Corporation tomaintain a consolidated fixed charge coverage ratio (the ratio ofEBITDA minus Capital Expenditures to Cash Interest Expense for suchperiod, as each such term is defined in the 2004 Credit Agreement) of1.00 to 1.00. The Company was in compliance with these covenants atDecember 31, 2004. (See "Subsequent Events"in Note 20 to the Consolidated Financial Statements.)

The eventsof default under the 2004 Credit Agreement include customary events ofdefault for such types of agreements, including (i)  nonpaymentof any principal, interest or other fees when due, subject in the caseof interest and fees to a grace period; (ii)  non-compliance withthe covenants in the 2004 Credit Agreement or the ancillary securitydocuments, subject in certain instances to grace periods; (iii)the institution of any bankruptcy, insolvency or similar proceedings byor against Products Corporation, any of Products Corporation'ssubsidiaries or Revlon, Inc., subject in certain instances to graceperiods; (iv)  default by Revlon, Inc., or any of itssubsidiaries (y)  in the payment of certain indebtedness when due(whether at maturity or by acceleration) in excess of $5.0 in aggregateprincipal amount or (z)  in the observance or performance of anyother agreement or condition relating to such debt, provided that theamount of debt involved is in excess of $5.0 in aggregate principalamount, or the occurrence of any other event, the effect of whichdefault or other event is to cause or permit the holders of such debtto cause the acceleration of payment of such debt; (v)  thefailure by Products Corporation, certain of ProductsCorporation's subsidiaries or Revlon, Inc., to pay certainmaterial judgments; (vi)  a change of control such that(w)  Revlon, Inc. shall cease to be the beneficial and recordowner of 100% of Products Corporation's capital stock,(x)  Ronald  O. Perelman (or his estate, heirs, executors,administrator or other personal representative) and his or theircontrolled affiliates shall cease to"control" Products Corporation, and any otherperson or group or persons owns more than 25% of the totalvoting power of Revlon, Inc., (y)  any person or group of personsother than Ronald  O. Perelman (or his estate, heirs, executors,administrator or other personal representative) and his or theircontrolled affiliates shall "control"Products Corporation or (z)  the current directors serving onProducts Corporation's Board of Directors (or other directorsnominated by at least 66 2/3% of such continuingdirectors) shall cease to be a majority of the directors; (vii)the failure by Revlon, Inc. (y)  to conduct an approximately$110.0  million equity offering and to transfer the net proceedsof such offering to Products Corporation to reduce its outstandingindebtedness by March  31, 2006 or (z)  to contribute toProducts Corporation all of the net proceeds it receives from any othersale of its equity securities or Products Corporation's capitalstock, subject to certain limited exceptions; (viii)  the failureof any of Products Corporation's, its subsidiaries' orRevlon, Inc.'s representations or warranties in any of thedocuments entered into in connection with the 2004 Credit Agreement tobe correct, true and not misleading in all material respects when madeor confirmed; (ix)  the conduct by Revlon, Inc., of anymeaningful business activities other than those that are customary fora publicly traded holding company which is not itself an operatingcompany, including the ownership of meaningful assets (other thanProducts Corporation's capital stock) or the incurrence of debt,in each case subject to limited exceptions; (x)  MacAndrews &Forbes' failure to fund any binding commitment under the 2004Consolidated MacAndrews & Forbes Line of Credit; and (xi)the failure of certain Products Corporation's affiliates whichhold Products Corporation's or its subsidiaries'indebtedness to be party to a valid and enforceable agreementprohibiting such affiliate from demanding or retaining payments inrespect of such indebtedness.

(b) The8 1/8% Senior Notes due 2006 (the"8 1/8% Senior Notes")are senior unsecured obligations of Products Corporation and rankequally in right of payment with all existing and future senior debt ofProducts Corporation, including the 9% Senior Notes, theindebtedness under the 2004 Credit Agreement and the indebtedness underthe 2004 Consolidated MacAndrews & Forbes Line of Credit (ashereinafter defined) and are senior to the8 5/8% Senior Subordinated Notes and to allfuture subordinated indebtedness of Products Corporation. The8 1/8% Senior Notes are effectively subordinatedto the 

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outstanding indebtedness and otherliabilities of Products Corporation's subsidiaries. Interest ispayable on February 1 and August 1. (See "SubsequentEvents" in Note 20 to the Consolidated FinancialStatements.)

The 8 1/8% Senior Notes aredue February 2006 and may be redeemed at the option of ProductsCorporation in whole or in part at any time on or after February 1,2002 at the redemption prices set forth in the8 1/8% Senior Notes indenture, plus accrued andunpaid interest, if any, to the date of redemption. The 2004 CreditAgreement requires that Products Corporation redeem, repurchase ordefease in full on or before October 31, 2005 the8 1/8% Senior Notes. Otherwise, the 2004 CreditFacilities will terminate and all amounts outstanding under the 2004Credit Facilities will become due on such date. In 2004, approximately$133.8 principal amount of the 8 1/8% SeniorNotes were exchanged for Class A Common Stock in the Revlon ExchangeTransactions, as discussed below. (See "SubsequentEvents" in Note 20 to the Consolidated FinancialStatements.)

Upon a change of control, as defined in the8 1/8% Senior Notes indenture, ProductsCorporation will have the option to redeem the8 1/8% Senior Notes in whole at a redemptionprice equal to the principal amount thereof, plus accrued and unpaidinterest, if any, thereon to the date of redemption, plus theapplicable premium, as defined in the 8 1/8%Senior Notes indenture, and, subject to certain conditions, each holderof the 8 1/8% Senior Notes will have the rightto require Products Corporation to repurchase all or a portion of suchholder's 8 1/8% Senior Notes at a priceequal to 101% of the principal amount thereof, plus accrued andunpaid interest, if any, thereon to the date of repurchase.

The8 1/8% Senior Notes indenture contains covenantsthat, among other things, limit (i) the issuance of additional debt andredeemable stock by Products Corporation, (ii) the incurrence of liens,(iii) the issuance of debt and preferred stock by ProductsCorporation's subsidiaries, (iv) the payment of dividends oncapital stock of Products Corporation and its subsidiaries and theredemption of capital stock of Products Corporation and certainsubordinated obligations, (v) the sale of assets and subsidiary stock,(vi) transactions with affiliates and (vii) consolidations, mergers andtransfers of all or substantially all Products Corporation'sassets. The 8 1/8% Senior Notes indenture alsoprohibits certain restrictions on distributions from subsidiaries. Allof these limitations and prohibitions, however, are subject to a numberof important qualifications. (See "SubsequentEvents" in Note 20 to the Consolidated FinancialStatements.)

(c) The 9% Senior Notes due 2006 (the"9% Senior Notes") are seniorunsecured obligations of Products Corporation and rank equally in rightof payment with all existing and future senior debt of ProductsCorporation, including the 8 1/8% Senior Notes,the indebtedness under the 2004 Credit Agreement and the indebtednessunder the 2004 Consolidated MacAndrews & Forbes Line of Credit andare senior to the 8 5/8% Senior SubordinatedNotes and to all future subordinated indebtedness of ProductsCorporation. The 9% Senior Notes are effectively subordinated tooutstanding indebtedness and other liabilities of ProductsCorporation's subsidiaries. Interest is payable on May 1 andNovember 1. (See "Subsequent Events" in Note20 to the Consolidated Financial Statements.)

The 9%Senior Notes are due November 2006 and may be redeemed at the option ofProducts Corporation in whole or in part at any time on or afterNovember 1, 2002 at the redemption prices set forth in the 9%Senior Notes indenture plus accrued and unpaid interest, if any, to thedate of redemption. The 2004 Credit Agreement requires that ProductsCorporation redeem, repurchase or defease in full on or before July 31,2006 the 9% Senior Notes. Otherwise, the 2004 Credit Facilitieswill terminate and all amounts outstanding under the 2004 CreditFacilities will become due on such date. In 2004, approximately $174.5principal amount of the 9% Senior Notes were exchanged for ClassA Common Stock in the Revlon Exchange Transactions, as discussed below.(See "Subsequent Events" in Note 20 to theConsolidated Financial Statements.)

Upon a change of control, asdefined in the 9% Senior Notes indenture, Products Corporationwill have the option to redeem the 9% Senior Notes in whole at aredemption price equal to the principal amount thereof, plus accruedand unpaid interest, if any, thereon to the date of redemption, plusthe applicable premium, as defined in the 9% Senior Notesindenture, and, subject to certain conditions, each holder of the9% Senior Notes will have the right to require ProductsCorporation to repurchase all or a 

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portion of such holder's 9%Senior Notes at a price equal to 101% of the principal amountthereof, plus accrued and unpaid interest, if any, thereon to the dateof repurchase.

The 9% Senior Notes indenture containscovenants that, among other things, limit (i) the issuance ofadditional debt and redeemable stock by Products Corporation, (ii) theincurrence of liens, (iii) the issuance of debt and preferred stock byProducts Corporation's subsidiaries, (iv) the payment ofdividends on capital stock of Products Corporation and its subsidiariesand the redemption of capital stock of Products Corporation and certainsubordinated obligations, (v) the sale of assets and subsidiary stock,(vi) transactions with affiliates and (vii) consolidations, mergers andtransfers of all or substantially all Products Corporation'sassets. The 9% Senior Notes indenture also prohibits certainrestrictions on distributions from subsidiaries. All of theselimitations and prohibitions, however, are subject to a number ofimportant qualifications. (See "SubsequentEvents" in Note 20 to the Consolidated FinancialStatements.)

(d) The 8 5/8% SeniorSubordinated Notes due 2008 (the"8 5/8% Senior SubordinatedNotes") are general unsecured obligations of ProductsCorporation and are (i) subordinate in right of payment to all existingand future senior debt of Products Corporation, including the 9%Senior Notes, the 8 1/8% Senior Notes, theindebtedness under the 2004 Credit Agreement and the indebtedness underthe 2004 Consolidated MacAndrews & Forbes Line of Credit, (ii) rankequally in right of payment with all future senior subordinated debt,if any, of Products Corporation and (iii) senior in right of payment toall future subordinated debt, if any, of Products Corporation. The8 5/8% Senior Subordinated Notes are effectivelysubordinated to the outstanding indebtedness and other liabilities ofProducts Corporation's subsidiaries. Interest is payable onFebruary 1 and August 1.

The 8 5/8%Senior Subordinated Notes are due February 2008 and may be redeemed atthe option of Products Corporation in whole or from time to time inpart at any time on or after February 1, 2003 at the redemption pricesset forth in the 8 5/8% Senior SubordinatedNotes indenture, plus accrued and unpaid interest, if any, to the dateof redemption. The 2004 Credit Agreement requires that ProductsCorporation redeem, repurchase or defease on or before October 30, 2007the 8 5/8% Senior Subordinated Notes such thatnot more than $25.0 in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainsoutstanding. Otherwise, the 2004 Credit Facilities will terminate andall amounts outstanding under the 2004 Credit Facilities will becomedue on such date. In 2004, approximately $322.9 principal amount of the8 5/8% Senior Subordinated Notes were exchangedfor Class A Common Stock in the Revlon Exchange Transactions, asdiscussed below.

Upon a Change of Control, as defined in the8 5/8% Senior Subordinated Notes indenture,Products Corporation will have the option to redeem the8 5/8% Senior Subordinated Notes in whole at aredemption price equal to the principal amount thereof, plus accruedand unpaid interest, if any, thereon to the date of redemption, plusthe applicable premium, as defined in the 8 5/8%Senior Subordinated Notes indenture, and, subject to certainconditions, each holder of the 8 5/8% SeniorSubordinated Notes will have the right to require Products Corporationto repurchase all or a portion of such holder's8 5/8% Senior Subordinated Notes at a priceequal to 101% of the principal amount thereof, plus accrued andunpaid interest, if any, thereon to the date of repurchase.

The8 5/8% Senior Subordinated Notes indenturecontains covenants that, among other things, limit (i) the issuance ofadditional debt and redeemable stock by Products Corporation, (ii) theincurrence of liens, (iii) the issuance of debt and preferred stock byProducts Corporation's subsidiaries, (iv) the payment ofdividends on capital stock of Products Corporation and its subsidiariesand the redemption of capital stock of Products Corporation, (v) thesale of assets and subsidiary stock, (vi) transactions with affiliates,(vii) consolidations, mergers and transfers of all or substantially allof Products Corporation's assets and (viii) the issuance ofadditional subordinated debt that is senior in right of payment to the8 5/8% Senior Subordinated Notes. The8 5/8% Senior Subordinated Notes indenture alsoprohibits certain restrictions on distributions from subsidiaries. Allof these limitations and prohibitions, however, are subject to a numberof important qualifications.

(e) The 12% Senior SecuredNotes due 2005 (the "12% Senior SecuredNotes") were issued by Products Corporation pursuant to anindenture, dated as of November 26, 2001 among Products Corporation,the guarantors party thereto, including Revlon, Inc. as parentguarantor, and Wilmington 

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Trust Company, as trustee. The 12%Senior Secured Notes were supported by guarantees from Revlon, Inc.and, subject to certain limited exceptions, ProductsCorporation's domestic subsidiaries.

In July and August2004, Products Corporation purchased and redeemed all of the $363.0aggregate principal amount outstanding of its 12% Senior SecuredNotes for a purchase price of approximately $412.3 (including theapplicable premium and accrued interest). In connection with the tenderfor and redemption of the 12% Senior Secured Notes, the Companyrecorded a loss on early extinguishment of debt of $54.4, whichrepresents the premium, fees, expenses and the write-off of deferredfinancing costs.

The indentures for the8 1/8% Senior Notes, the 9% Senior Notesand the 8 5/8% Senior Subordinated Notes containcustomary events of default for debt instruments of such type and eachinclude a cross acceleration provision which provides that it shall bean event of default under each such indenture if any debt (as definedin each such indenture) of Products Corporation or any of itssignificant subsidiaries (as defined in each such indenture) is notpaid within any applicable grace period after final maturity or isaccelerated by the holders of such debt because of a default and thetotal principal amount of the portion of such debt that is unpaid oraccelerated exceeds $25.0 and such default continues for 10 days afternotice from the trustee under each such indenture. If any such event ofdefault occurs, the trustee under each such indenture or the holders ofat least 25% in principal amount of the outstanding notes undereach such indenture may declare all such notes to be due and payableimmediately, provided that the holders of a majority in aggregateprincipal amount of the outstanding notes under each such indenturemay, by notice to the trustee, waive any such default or event ofdefault and its consequences under each such indenture. (See"Subsequent Events" in Note 20 to theConsolidated Financial Statements.)

(f) During 2003, MacAndrews& Forbes Inc. made available a $100 term loan to ProductsCorporation (the "MacAndrews & Forbes $100 millionterm loan") with a final maturity date of December 1, 2005and interest on such loan of 12.0% was not payable in cash, butaccrued and was added to the principal amount each quarter and was tobe paid in full at final maturity. Additionally, MacAndrews &Forbes also provided Products Corporation with an additional $40 lineof credit during 2003, which amount was originally to increase to $65on January 1, 2004 (the "MacAndrews & Forbes $65million line of credit" with the MacAndrews & Forbes$100 million term loan and the MacAndrews & Forbes $65 million lineof credit sometimes being referred to as the "2003MacAndrews & Forbes Loans") and which was originallyto be available to Products Corporation through December 31, 2004provided that the MacAndrews & Forbes $100 million term loan wasfully drawn and the Company had consummated a $50 equity rightsoffering (the "2003 Rights Offering" pursuantto its February 2003 investment agreement with MacAndrews & ForbesInc. (the "2003 Investment Agreement").However, in connection with the January 2004 amendment to the 2001Credit Agreement, Products Corporation and MacAndrews & Forbesagreed to extend the maturity of the MacAndrews & Forbes $65million line of credit to June 30, 2005 and subject to the availabilityof funds under such line of credit to the condition that an aggregateprincipal amount of $100 be drawn under the 2004 MacAndrews &Forbes $125 million term loan (as hereinafter defined). In December2003, Revlon, Inc. announced that its Board of Directors approved twoloans from MacAndrews & Forbes Holdings, one to provide up to $100(the "2004 MacAndrews & Forbes Loan"), ifneeded, to enable the Company to continue to implement and refine itsplan, and the other to provide an additional $25 (the "$25million MacAndrews & Forbes Loan") to be used forgeneral corporate purposes. The 2004 MacAndrews & Forbes Loan and$25 million MacAndrews & Forbes Loan were consolidated into oneterm loan agreement (hereinafter referred to as the "2004MacAndrews & Forbes $125 million term loan"). The 2004MacAndrews & Forbes $125 million term loan was a senior unsecuredmultiple-draw term loan at an interest rate of 12% per annum andwhich was on substantially the same terms as the MacAndrews &Forbes $100 million term loan provided by MacAndrews & Forbesearlier in 2003, including that interest on such loans was not to bepayable in cash, but was to accrue and be added to the principal amounteach quarter and was to be paid in full at final maturity on December1, 2005, provided that the final $25 million of such loan could havebeen repaid at the Company's option prior to December 1, 2005. OnMarch 25, 2004, principal and accrued interest of $109.7 under theMacAndrews & Forbes $100 million term loan and $38.9 under the 2004MacAndrews & Forbes $125 million term loan were converted intoshares of Class A Common Stock in connection with the Revlon ExchangeTransactions. See discussion below.

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On July 9, 2004, Products Corporation andMacAndrews & Forbes entered into an agreement, which effective asof August 10, 2004 amended, restated and consolidated the facilitiesfor the MacAndrews & Forbes $65 million line of credit and the 2004MacAndrews & Forbes $125 million term loan (the latter as to whichafter the Revlon Exchange Transactions the total term loan availabilitywas $87) into a single consolidated line of credit with availability of$152 (the "2004 Consolidated MacAndrews & Forbes Lineof Credit"), the commitment under which reduces to $87 asof July 1, 2005 and terminates on December 1, 2005. Loans are availableunder the 2004 Consolidated MacAndrews & Forbes Line of Credit if(i) the Multi-Currency Facility under the 2004 Credit Agreement hasbeen substantially drawn (after taking into account anticipated needsfor Local Loans and letters of credit), (ii) such borrowing isnecessary to cause the excess borrowing base under the Multi-CurrencyFacility to remain greater than $30, (iii) additional revolving loansare not available under the Multi-Currency Facility or (iv) suchborrowing is reasonably necessary to prevent or to cure a default orevent of default under the 2004 Credit Agreement. Loans under the 2004Consolidated MacAndrews & Forbes Line of Credit bear interest(which is not payable in cash but is capitalized quarterly in arrears)at a rate per annum equal to the lesser of (a) 12.0% and (b)0.25% less than the rate payable from time to time on Eurodollarloans under the Term Loan Facility under the 2004 Credit Agreement,which on December 31, 2004 was 8.0%, provided, that at any timethat the Eurodollar Base Rate under the 2004 Credit Agreement is equalto or greater than 3.0%, the applicable rate to loans under the2004 Consolidated MacAndrews & Forbes Line of Credit will be equalto the lesser of (x) 12.0% and (y) 5.25% over theEurodollar Base Rate then in effect.

During 1992, RevlonHoldings (as hereinafter defined) made an advance of $25.0 to ProductsCorporation, evidenced by subordinated noninterest-bearing demandnotes. The notes were subsequently adjusted by offsets and additionalamounts loaned by Revlon Holdings to Products Corporation. In 2004, thebalance of $24.1 was exchanged for Class A Common Stock in the RevlonExchange Transactions as discussed below.

The aggregate amountsof contractual long-term debt maturities at December 31, 2004, in theyears 2005 through 2009 and thereafter are $10.5, $191.2, $335.0, $8.0,$8.0 and $766.0, respectively.

Revlon ExchangeTransactions

On February 11, 2004, Revlon, Inc. entered intoagreements with Fidelity Management & Research Co.("Fidelity") and MacAndrews & Forbesconfirming that if Revlon, Inc. were to commence an offer to exchangeor convert certain indebtedness of Products Corporation and Revlon,Inc. preferred stock for Class A Common Stock, Fidelity and MacAndrews& Forbes would tender, or cause to be tendered, certainindebtedness in the exchange. On February 12, 2004, Revlon, Inc.launched debt-for-equity exchange offers to exchange any and all ofProducts Corporation's outstanding 8 1/8%Senior Notes due 2006, 9% Senior Notes due 2006, and8 5/8% Senior Subordinated Notes due 2008(collectively, the "Revlon Exchange Notes")for shares of the Company's Class A Common Stock or, undercertain conditions, cash.

Fidelity and MacAndrews & Forbesagreed to tender Product Corporation's outstanding notes at aratio of 400 shares of Class A Common Stock for each one thousanddollars principal of 8 1/8% Senior Notes or9% Senior Notes and 300 shares of Class A Common Stock for eachone thousand dollars principal of 8 5/8% SeniorSubordinated Notes tendered for exchange. The agreements allowedFidelity the right to elect to receive cash or additional shares ofClass A Common Stock for accrued interest on the notes tendered whileMacAndrews & Forbes received Class A Common Stock for the accruedinterest. Other holders were offered the opportunity to exchange theirRevlon Exchange Notes for (i) shares of Class A Common Stock at thesame exchange ratios or, under certain conditions, (ii) cash up to amaximum of $150 aggregate principal of tendered Revlon Exchange Notes,subject to proration, at $830 per one thousand dollars principal forthe 8 1/8% Senior Notes, $800 per one thousanddollars principal for the 9% Senior Notes and $620 per $1,000principal for the 8 5/8% Senior SubordinatedNotes. Accrued interest was paid in cash or additional shares of ClassA Common Stock, at the holder's option.

An aggregate ofapproximately $631.2 in outstanding notes, consisting of approximately$133.8 of 8 1/8% Senior Notes, approximately$174.5 of the 9% Senior Notes and approximately $322.9 of the8 5/8% Senior Subordinated Notes were exchanged,along with the related accrued interest, for an aggregate ofapproximately 224.1 million shares of Class A Common Stock. Theseamounts included approximately 

F-26

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$1.0 of 9% Senior Notes and $286.7 of8 5/8% Senior Subordinated Notes tendered byMacAndrews & Forbes and related entities and approximately $85.9 of9% Senior Notes, approximately $77.8 of8 1/8% Senior Notes and approximately $32.1 of8 5/8% Senior Subordinated Notes tendered byfunds and accounts managed by Fidelity. No cash was paid for anyprincipal amount of notes exchanged.

MacAndrews & Forbesalso received Class A Common Stock for amounts outstanding as of theMarch 25, 2004 closing date under the MacAndrews & Forbes $100million term loan (approximately $109.7, including accrued interest),the 2004 MacAndrews & Forbes $125 million term loan (approximately$38.9, including accrued interest) and approximately $24.1 insubordinated promissory notes. Amounts under the MacAndrews &Forbes $100 million term loan and 2004 MacAndrews & Forbes $125million term loan were exchanged at 400 shares per thousand dollarsexchanged for approximately 43.9 million shares and 15.6 millionshares, respectively. Amounts under the subordinated promissory noteswere exchanged at 300 shares per thousand dollars exchanged forapproximately 7.2 million shares. Portions of the 2004 MacAndrews &Forbes $125 million term loan and the MacAndrews & Forbes $65million line of credit not exchanged remained available to ProductsCorporation, subject to a borrowing limitation, which was subsequentlyeliminated.

REV Holdings LLC ("REVHoldings"), a wholly owned indirect subsidiary ofMacAndrews & Forbes Holdings, owned all 546 shares of Revlon,Inc.'s outstanding Series A preferred stock with a par value of$0.01 per share and a liquidation preference of $54.6("Revlon, Inc. Series A Preferred Stock") andall 4,333 shares of Revlon, Inc.'s outstanding Series Bconvertible preferred stock, with a par value of $0.01 per share andwhich were convertible into 433,333 shares of Class A Common Stock("Revlon, Inc. Series B Preferred Stock"). Aspart of the Revlon Exchange Transactions, REV Holdings exchanged each$1,000 of liquidation preference of Revlon, Inc. Series A PreferredStock for 160 shares of Class A Common Stock for an aggregate ofapproximately 8.7 million shares of Class A Common Stock and convertedits shares of Revlon, Inc. Series B Preferred Stock into an aggregateof 433,333 shares of Class A Common Stock.

The consummation ofthe Revlon Exchange Transactions on March 25, 2004 resulted in (i) thereduction of debt, preferred stock and accrued interest ofapproximately $804 (as of such date), $54.6 and $9.9, respectively,resulting from the issuance of 299,969,493 shares of Class A CommonStock and (ii) resulted in a decrease to capital deficiency of $879.3,including $79.9 as a result of the exchange or conversion of debt andpreferred stock by MacAndrews & Forbes, calculated as thedifference between the market value on March 25, 2004 of the Class ACommon Stock issued and the principal amount of debt and preferredstock exchanged or converted, together with accrued interest.Additionally, the Company recognized a loss on early extinguishment ofdebt of $32.0 for the write-off of unamortized debt issuance costs anddebt discount, estimated fees and expenses and the difference betweenthe market value on March 25, 2004 of the shares of Class A CommonStock issued and the principal amount of debt exchanged by thirdparties (other than by MacAndrews & Forbes), together with accruedinterest, of $15.5.

On February 20, 2004, Revlon, Inc. andFidelity also entered into a stockholders agreement (the"Stockholders Agreement") pursuant to which,among other things, (i) Revlon, Inc. agreed to continue to maintain amajority of independent directors (as defined by New York StockExchange listing standards) on its Board of Directors, as it currentlydoes; and (ii) Revlon, Inc. would establish and maintain a Nominatingand Corporate Governance Committee of the Board of Directors, which itformed in March 2004; and (iii) Revlon, Inc. agreed to certainrestrictions with respect to Revlon, Inc.'s conducting anybusiness or entering into any transactions or series of relatedtransactions with any of its affiliates, any holders of 10% ormore of the outstanding voting stock or any affiliates of such holders(in each case, other than its subsidiaries). This StockholdersAgreement will terminate when Fidelity ceases to be the beneficialholder of at least 5% of Revlon, Inc.'s outstanding votingstock.

On February 20, 2004, Revlon, Inc. and MacAndrews &Forbes also entered into an investment agreement (the"2004 Investment Agreement") pursuant towhich MacAndrews and Forbes committed to assisting the Company with itsgoal of reducing Products Corporation's indebtedness by anadditional $200 in the aggregate by the end of 2004 and further by anadditional $100 in the aggregate by March 2006. Pursuant to the 2004Investment Agreement, MacAndrews & Forbes agreed, among otherthings, (i) to 

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the extent that a minimum of $150 aggregateprincipal amount of notes were not tendered in the Revlon ExchangeTransaction, to back-stop the exchange offers by subscribing foradditional shares of Revlon, Inc.'s Class A Common Stock at apurchase price of $2.50 per share, to the extent of any shortfall, theproceeds of which would be used to reduce Products Corporation'soutstanding indebtedness; (ii) to back-stop a rights offering in anamount necessary to meet the $200 aggregate debt reduction target byDecember 31, 2004, not to exceed $50 since at least $150 of debtreduction in the aggregate was ensured as a result of the MacAndrews& Forbes back-stop obligations discussed in (i) above; and (iii) toback-stop a rights offering in an amount necessary to meet the $300aggregate debt reduction target by March 31, 2006, not to exceed $100since at least $200 of debt reduction in the aggregate is ensured as aresult of the back-stop obligations discussed in (i) and (ii) above(such equity offerings together with the Revlon Exchange Transactionsare the "Debt Reduction Transactions"). Inconnection with the closing of the Revlon Exchange Transactions onMarch 25, 2004, MacAndrews & Forbes Holdings executed a joinderagreement to the Revlon, Inc. registration rights agreement pursuant towhich all Class A Common Stock acquired by MacAndrews & ForbesHoldings will be deemed to be registrable securities.

Inconnection with consummating the Revlon Exchange Transactions, Revlon,Inc.'s plan to launch a rights offering and use the proceeds toreduce Products Corporation's debt by a further $50 by year-end2004 was reduced to $9.7, as a result of $190.3 of notes having beenexchanged in excess of the notes committed to be exchanged byMacAndrews & Forbes and Fidelity under their respective supportagreements. This $190.3 more than satisfied Revlon, Inc.'s planto reduce debt by $150 in connection with the Revlon ExchangeTransactions pursuant to the support agreements with MacAndrews &Forbes and Fidelity. The $40.3 difference satisfied all but $9.7 of theCompany's plan to reduce debt (in addition to the Revlon ExchangeNotes) by a further $50 by year-end 2004. Because the costs andexpenses, as well as the use of organizational resources, associatedwith a $9.7 rights offering would have been unduly disproportionate,Revlon, Inc.'s support and investment agreements with MacAndrews& Forbes and Fidelity relating to the Company's debtreduction plan were amended to enable Revlon, Inc. to satisfy theremaining $9.7 of debt reduction as part of the final stage of theCompany's debt reduction plan. Therefore, Revlon, Inc. nowintends to conduct an equity offering of approximately $110 by the endof March 2006 and to use such proceeds to reduce ProductsCorporation's debt. Consistent with agreements between MacAndrews& Forbes and Revlon, Inc. entered into contemporaneously with theagreements relating to the Revlon Exchange Transactions, MacAndrews& Forbes agreed to back-stop the $110 equity offering. Under the2004 Credit Agreement, unless Products Corporation refinances its8 1/8% Senior Notes, with $116.1 aggregateprincipal amount outstanding, by October 31, 2005, the 2004 CreditAgreement would terminate on October 31, 2005. In March 2005, Revlon,Inc. and MacAndrews & Forbes Holdings amended the 2004 InvestmentAgreement by accelerating MacAndrews & Forbes Holdings'obligation to backstop a $109.7 equity offering to be conducted byRevlon, Inc. to October 31, 2005 from March 31, 2006 in the event thatProducts Corporation has not as of such date refinanced the8 1/8% Senior Notes and, therefore, Revlon, Inc.uses an equity offering to effect such refinancing. (See"Subsequent Events" discussion in Note 20 tothe Consolidated Financial Statements.)

The Company expects thatoperating revenues, cash on hand, and funds available for borrowingunder the 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit and other permitted lines of credit will besufficient to enable the Company to cover its operating expenses for2005, including cash requirements in connection with theCompany's operations, the continued implementation of, andrefinement to, the Company's plan, cash requirements inconnection with the Company's restructuring programs referred toabove, the Company's debt service requirements and regularlyscheduled pension contributions. However, there can be no assurancethat such funds will be sufficient to meet the Company's cashrequirements on a consolidated basis. If the Company'santicipated level of revenue growth is not achieved because, forexample, of decreased consumer spending in response to weak economicconditions or weakness in the mass market cosmetics category, adversechanges in currency, increased competition from the Company'scompetitors, changes in consumer purchasing habits, including withrespect to shopping channels, or the Company's marketing plansare not as successful as anticipated, or if the Company'sexpenses associated with the continued implementation of, andrefinement to, the Company's plan exceed the anticipated level ofexpenses, the Company's current sources of funds may beinsufficient to meet the Company's cash requirements.

F-28

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The U.S. mass-market color cosmeticscategory during 2004 and 2003 was softer than the Company expected,declining by 2.5% in 2004 and 1.9% in 2003. Despite thissoftness in the U.S. mass-market color cosmetics category, based uponthe Company's belief that its continued implementation of itsplan is proving effective, the Company intends to continue to supportits plan. Additionally, in the event of a decrease in demand forProducts Corporation's products, reduced sales, lack of increasesin demand and sales, changes in consumer purchasing habits, includingwith respect to shopping channels, and/or increased returns or expensesassociated with the continued implementation of, and refinement to, theCompany's plan, exceed the Company's expectations, any suchdevelopment, if significant, could reduce Products Corporation'soperating profits and could adversely affect ProductsCorporation's ability to comply with certain financial covenantsunder the 2004 Credit Agreement and in such event the Company could berequired to take measures, including reducing discretionaryspending.

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

Revlon, Inc.,as a holding company, will be dependent on the earnings and cash flowof, and dividends and distributions from, Products Corporation to payits expenses and to pay any cash dividend or distribution on Revlon,Inc.'s Class A Common Stock that may be authorized by the Boardof Directors of Revlon, Inc. The terms of the 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit, the8 5/8% Senior Subordinated Notes, the8 1/8% Senior Notes and the 9% SeniorNotes generally restrict Products Corporation from paying dividends ormaking distributions, except that Products Corporation is permitted topay dividends and make distributions to Revlon, Inc., among otherthings, to enable Revlon, Inc. to pay expenses incidental to being apublic holding company, including, among other things, professionalfees such as legal and accounting fees, regulatory fees such asCommission filing fees and other miscellaneous expenses related tobeing a public holding company and, subject to certain limitations, topay dividends or make distributions in certain circumstances to financethe purchase by Revlon, Inc. of its Class A Common Stock in connectionwith the delivery of such Class A Common Stock to grantees under theStock Plan. (See "Subsequent Events" in Note20 to the Consolidated Financial Statements.)

10.    Financial Instruments

The fairvalue of the Company's long-term debt is based on the quotedmarket prices for the same issues or on the current rates offered tothe Company for debt of the same remaining maturities. The estimatedfair value of long-term debt (excluding amounts due to affiliates of$24.1 in 2003) at December 31, 2004 and 2003, respectively, wasapproximately $38.3 and $518.2 less than the carrying values of$1,318.7 and $1,845.4, respectively.

ProductsCorporation also maintains standby and trade letters of credit withcertain banks for various corporate purposes under which ProductsCorporation is obligated, of which approximately $17.0 and $22.3(including amounts available under credit agreements in effect at thattime) were maintained at December 31, 2004 and 2003, respectively.Included in these amounts is $11.0 and $10.5, at December 31, 2004 and2003, respectively, in standby letters of credit, which supportProducts Corporation's self-insurance programs. The estimatedliability under such programs is accrued by Products Corporation.

F-29

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The carrying amounts of cash andcash equivalents, marketable securities, trade receivables, notesreceivable, accounts payable and short-term borrowings approximatetheir fair values.

11.    Income Taxes

As a result of the closing of the Revlon ExchangeTransactions, as of the end of March 25, 2004, Revlon, Inc., ProductsCorporation and their U.S. subsidiaries were no longer included in theMacAndrews & Forbes Holdings consolidated group (the"MacAndrews & Forbes Group") for federalincome tax purposes. The MacAndrews & Forbes Tax Sharing Agreement(as hereinafter defined) will remain in effect solely for taxableperiods beginning on or after January 1, 1992, through and includingMarch 25, 2004. In these taxable periods, Revlon, Inc. and ProductsCorporation were included in the MacAndrews & Forbes Group, andRevlon, Inc.'s and Products Corporation's federal taxableincome and loss were included in such group's consolidated taxreturn filed by MacAndrews & Forbes Holdings. Revlon, Inc. andProducts Corporation were also included in certain state and local taxreturns of MacAndrews & Forbes Holdings or its subsidiaries. InJune 1992, Revlon Holdings, Revlon, Inc., Products Corporation andcertain of its subsidiaries, and MacAndrews & Forbes Holdingsentered into a tax sharing agreement (as subsequently amended andrestated, the "MacAndrews & Forbes Tax SharingAgreement"), pursuant to which MacAndrews & ForbesHoldings agreed to indemnify Revlon, Inc. and Products Corporationagainst federal, state or local income tax liabilities of theMacAndrews & Forbes Group (other than in respect of Revlon, Inc.and Products Corporation) for taxable periods beginning on or afterJanuary 1, 1992 during which Revlon, Inc. and Products Corporation or asubsidiary of Products Corporation was a member of such group. Pursuantto the MacAndrews & Forbes Tax Sharing Agreement, for all suchtaxable periods, Products Corporation was required to pay to Revlon,Inc., which in turn was required to pay to Revlon Holdings, amountsequal to the taxes that Products Corporation would otherwise have hadto pay if it were to file separate federal, state or local income taxreturns (including any amounts determined to be due as a result of aredetermination arising from an audit or otherwise of the consolidatedor combined tax liability relating to any such period which wasattributable to Products Corporation), except that Products Corporationwas not entitled to carry back any losses to taxable periods endingprior to January 1, 1992. No payments were required by ProductsCorporation or Revlon, Inc. if and to the extent Products Corporationwas prohibited under the terms of its 2004 Credit Agreement from makingtax sharing payments to Revlon, Inc. The 2004 Credit Agreementprohibits Products Corporation from making such tax sharing paymentsunder the MacAndrews & Forbes Tax Sharing Agreement other than inrespect of state and local income taxes. The MacAndrews & ForbesTax Sharing Agreement was amended, effective as of January 1, 2001, toeliminate a contingent payment to Revlon, Inc. under certaincircumstances in return for a $10 million note with interest at12% and interest and principal payable by MacAndrews &Forbes Holdings on December 31, 2005. As of December 31, 2004 and 2003,the outstanding balance of this note receivable was $15.9 and $14.2,respectively, and is included in prepaid expenses and other in the 2004Consolidated Balance Sheet and in other assets in the 2003 ConsolidatedBalance Sheet. As a result of tax net operating losses and prohibitionsunder the 2004 Credit Agreement, there were no federal tax payments orpayments in lieu of taxes pursuant to the MacAndrews & Forbes TaxSharing Agreement in respect of 2004, 2003 and 2002.

Followingthe closing of the Revlon Exchange Transactions, Revlon, Inc. becamethe parent of a new consolidated group for federal income tax purposesand Products Corporation's federal taxable income and loss willbe included in such group's consolidated tax returns.Accordingly, Revlon, Inc. and Products Corporation entered into a taxsharing agreement (the "Revlon Tax SharingAgreement") pursuant to which Products Corporation will berequired to pay to Revlon, Inc. amounts equal to the taxes thatProducts Corporation would otherwise have had to pay if ProductsCorporation were to file separate federal, state or local income taxreturns, limited to the amount, and payable only at such times, asRevlon, Inc. will be required to make payments to the applicable taxingauthorities. The 2004 Credit Agreement does not prohibit payments fromProducts Corporation to Revlon, Inc. to the extent required under theRevlon Tax Sharing Agreement. As a result of tax net operating losses,we expect that there will be no federal tax payments or payments inlieu of taxes from Products Corporation to Revlon, Inc. pursuant to theRevlon Tax Sharing Agreement in respect of 2004.

Pursuant to theasset transfer agreement referred to in Note 16, Products Corporationassumed all tax liabilities of Revlon Holdings other than (i) certainincome tax liabilities arising prior to January 1, 

F-30

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1992 to the extent such liabilities exceededreserves on Revlon Holdings' books as of January 1, 1992 or werenot of the nature reserved for and (ii) other tax liabilities to theextent such liabilities are related to the business and assets retainedby Revlon Holdings. During the second quarter of 2003, the Companyresolved various tax audits, which resulted in a tax benefit of $13.9,of which $6.9 was recorded directly to capital deficiency since itrelates to liabilities assumed by Products Corporation in connectionwith the transfer agreements related to Products Corporation'sformation in 1992 (See Note 16). During 2004, the Company resolvedvarious state and federal tax audits and determined that certain taxliabilities were no longer probable, which resulted in a tax benefit of$19.3, of which $16.4 was recorded to capital deficiency since itrelates to liabilities assumed by Products Corporation in connectionwith the transfer agreements related to Products Corporation'sformation in 1992 (See Note 16).

The Company's loss beforeincome taxes and the applicable provision (benefit) for income taxesare asfollows:

|                                        |  |                       |        |         |  |        |        |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                   |  | YearEnded December31, |
|                                   |  | 2004                  |        | 2003    |  | 2002   |
| Lossbefore incometaxes:                |  |
| Domestic                               |  | $                     | (165.8 | )  |  | $      | (136.5 | )  |  | $      | (213.0  | )  |
| Foreign                                |  |                  | 32.6   |    |  |   | (16.8  | )  |  |   | (68.7   | )  |
|                                   |  | $                     | (133.2 | )  |  | $      | (153.3 | )  |  | $      | (281.7  | )  |
| Provision(benefit) for incometaxes:    |  |                  |   |    |  |   |   |    |  |   |    |    |
| Federal                                |  | $                     | (1.7   | )  |  | $      | (4.4   | )  |  | $      | (0.9    | )  |
| Stateandlocal                          |  |                  | (0.8   | )  |  |   | 0.4    |    |  |   | 0.4     |    |
| Foreign                                |  |                  | 11.8   |    |  |   | 4.5    |    |  |   | 5.3     |    |
|                                   |  | $                     | 9.3    |    |  | $      | 0.5    |    |  | $      | 4.8     |    |
|                                   |  |                  |   |    |  |   |   |    |  |   |    |    |
| Current                                |  | $                     | 12.6   |    |  | $      | 8.3    |    |  | $      | 8.0     |    |
| Deferred                               |  |                  | 1.6    |    |  |   | 1.9    |    |  |   | (1.2    | )  |
| Benefitsof operating losscarryforwards |  |                  | (2.0   | )  |  |   | (1.9   | )  |  |   | (2.0    | )  |
| Resolutionsof taxaudits                |  |                  | (2.9   | )  |  |   | (7.8   | )  |  |   | — |    |
|                                   |  | $                     | 9.3    |    |  | $      | 0.5    |    |  | $      | 4.8     |    |
|                                        |

Theeffective tax rate on loss before income taxes is reconciled to theapplicable statutory federal income tax rate asfollows:

|                                                                       |  |                       |         |          |  |        |         |          |  |        |         |          |  |  |
|-----------------------------------------------------------------------|--|-----------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                                                  |  | YearEnded December31, |
|                                                                  |  | 2004                  |         | 2003     |  | 2002   |
| Statutoryfederal income tax rate                                      |  |                  | (35.0   | )%  |  |   | (35.0   | )%  |  |   | (35.0   | )%  |
| State and localtaxes, net of federal income taxbenefit                |  |                  | 0.2     |     |  |   | 0.2     |     |  |   | 0.1     |     |
| Foreignand U.S. tax effects attributable to operations outside theU.S |  |                  | (4.5    | )   |  |   | 2.1     |     |  |   | (4.1    | )   |
| Loss onearly extinguishment ofdebt                                    |  |                  | (14.9   | )   |  |   | — |     |  |   | — |     |
| Changein valuationallowance                                           |  |                  | 61.5    |     |  |   | 38.1    |     |  |   | 44.1    |     |
| Saleofbusinesses                                                      |  |                  | — |     |  |   | — |     |  |   | (3.1    | )   |
| Resolutionsof taxaudits                                               |  |                  | (2.2    | )   |  |   | (5.1    | )   |  |   | — |     |
| Other                                                                 |  |                  | 1.8     |     |  |   | — |     |  |   | (0.3    | )   |
| Effectiverate                                                         |  |                  | 6.9     | %   |  |   | 0.3     | %   |  |   | 1.7     | %   |
|                                                                       |

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The tax effects of temporary differencesthat give rise to significant portions of the deferred tax assets anddeferred tax liabilities at December 31, 2004 and 2003 are presentedbelow:

|                                                               |  |             |         |         |  |        |        |         |  |  |
|---------------------------------------------------------------|--|-------------|---------|---------|--|--------|--------|---------|--|--|
|                                                          |  | December31, |
|                                                          |  | 2004        |         | 2003    |
| Deferredtax assets:                                           |  |
| Accounts receivable,principally due to doubtfulaccounts       |  | $           | 1.5     |    |  | $      | 2.2    |    |
| Inventories                                                   |  |        | 13.0    |    |  |   | 14.9   |    |
| Netoperating loss carryforwards –domestic               |  |        | 176.8   |    |  |   | 322.3  |    |
| Net operatingloss carryforwards –foreign                |  |        | 135.4   |    |  |   | 135.5  |    |
| Accruals andrelated reserves                                  |  |        | 4.4     |    |  |   | 2.9    |    |
| Employeebenefits                                              |  |        | 67.1    |    |  |   | 70.1   |    |
| State and localtaxes                                          |  |        | 7.6     |    |  |   | 12.6   |    |
| Advertising, salesdiscounts and returns and couponredemptions |  |        | 36.2    |    |  |   | 35.7   |    |
| Capital losscarryover                                         |  |        | — |    |  |   | 7.3    |    |
| Deferredinterestexpense                                       |  |        | — |    |  |   | 28.5   |    |
| Other                                                         |  |        | 29.7    |    |  |   | 30.5   |    |
| Totalgross deferred taxassets                                 |  |        | 471.7   |    |  |   | 662.5  |    |
| Lessvaluationallowance                                        |  |        | (441.7  | )  |  |   | (628.0 | )  |
| Netdeferred taxassets                                         |  |        | 30.0    |    |  |   | 34.5   |    |
| Deferredtax liabilities:                                      |  |        |    |    |  |   |   |    |
| Plant, equipmentand otherassets                               |  |        | (23.5   | )  |  |   | (27.0  | )  |
| Other                                                         |  |        | (2.1    | )  |  |   | (2.4   | )  |
| Totalgross deferred taxliabilities                            |  |        | (25.6   | )  |  |   | (29.4  | )  |
| Netdeferred taxassets                                         |  | $           | 4.4     |    |  | $      | 5.1    |    |
|                                                               |

Inassessing the recoverability of its deferred tax assets, managementconsiders whether it is more likely than not that some portion or allof the deferred tax assets will not be realized. The ultimaterealization of deferred tax assets is dependent upon the generation offuture taxable income during the periods in which those temporarydifferences become deductible. Management considers the scheduledreversal of deferred tax liabilities, projected future taxable income,and tax planning strategies in making this assessment. Based upon thelevel of historical taxable income for certain international marketsand projections for future taxable income over the periods in which thedeferred tax assets are deductible, management believes it is morelikely than not that the Company will realize the benefits of certaindeductible differences existing at December 31, 2004.

Thevaluation allowance decreased by $186.3 during 2004 and increased by$58.8 during 2003.

During 2004, 2003 and 2002, certain of theCompany's foreign subsidiaries used operating loss carryforwardsto credit the current provision for income taxes by $2.0, $1.9, and$2.0, respectively. Certain other foreign operations generated lossesduring 2004, 2003 and 2002 for which the potential tax benefit wasreduced by a valuation allowance. At December 31, 2004, the Company hadtax loss carryforwards of approximately $932.2 of which $427.0 areforeign and $505.2 are domestic. Of the domestic losses, $94.6represents tax losses generated by the Company from March 26, 2004 toDecember 31, 2004 and $410.6 represents losses of the Company notanticipated to be absorbed by the MacAndrews and Forbes Group inaccordance with the Internal Revenue Code of 1986 (as amended, the"Code") and the Treasury regulations issuedthereunder. The losses expire in future years as follows: 2005-$42.6;2006-$60.9; 2007-$127.8; 2008-$190.8; 2009 and beyond-$259.9; andunlimited-$250.2. The Company could receive the benefit of such taxloss carryforwards only to the extent it has taxable income during thecarryforward periods in the applicable tax jurisdictions. As a resultof the closing of the Revlon Exchange Transactions, as of the end ofthe day on March 25, 2004, Revlon Inc., Products Corporation and itsU.S. subsidiaries were no longer included in the MacAndrews &Forbes Group for federal income tax purposes. The Code and the Treasuryregulations issued thereunder govern both the calculation of the amountand allocation 

F-32

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to the members of the MacAndrews &Forbes Group of any consolidated federal net operating losses of thegroup ("CNOLs") that will be available tooffset Revlon, Inc.'s taxable income and the taxable income ofits U.S. subsidiaries, including Products Corporation, for the taxableyears beginning after March 25, 2004. Until MacAndrews & Forbescompletes the filing of its 2004 consolidated federal income taxreturn, it is not possible to accurately determine the exact amount ofCNOLs that will be allocated to the Company as of December 31, 2004because various factors could increase or decrease or eliminate theseamounts. These factors include, but are not limited to, the amount andnature of the income, gains or losses that the other members of theMacAndrews & Forbes Group recognize in the 2004 taxable yearbecause any CNOLs are, pursuant to Treasury regulations, used to offsetthe taxable income of the MacAndrews & Forbes Group for theirentire tax year ending December 31, 2004. Only the amount of any CNOLsthat the MacAndrews & Forbes Group does not absorb by December 31,2004 will be available to be allocated to Revlon, Inc. and its U.S.subsidiaries, including Products Corporation, for taxable yearsbeginning on March 26, 2004. Subject to the foregoing, it is currentlyestimated that Revlon, Inc. and its U.S. subsidiaries, includingProducts Corporation, had approximately $410 in U.S. federal netoperating losses and $10 of alternative minimum tax losses available toRevlon, Inc. and its U.S. subsidiaries, including Products Corporation,as of March 25, 2004. Any losses that Revlon, Inc. and its U.S.subsidiaries, including Products Corporation, may generate after March25, 2004 will be available to Revlon, Inc. for its use and its U.S.subsidiaries', including Products Corporation, use and will notbe available for the use of the MacAndrews & Forbes Group.

Appropriate U.S. and foreign income taxes have been accrued onforeign earnings that have been or are expected to be remitted in thenear future. Unremitted earnings of foreign subsidiaries which havebeen, or are currently intended to be, permanently reinvested in thefuture growth of the business are nil at December 31, 2004, excludingthose amounts which, if remitted in the near future, would not resultin significant additional taxes under tax statutes currently ineffect.

12.    Savings Plan and Post-retirement Benefits

Savings Plan

The Company offers a qualified definedcontribution plan for U.S.-based employees, the Revlon Employees'Savings, Investment and Profit Sharing Plan (as amended, the"Savings Plan"), which allows eligibleparticipants to contribute up to 25% of qualified compensationthrough payroll deductions. The Company matches employee contributionsat fifty cents for each dollar contributed up to the first 6% ofeligible compensation. The Company may also contribute profit sharingcontributions (if any) for non-bonus eligible employees. In 2004, 2003and 2002, the Company made cash matching contributions to the SavingsPlan of approximately $2.7, $2.8 and $2.3 respectively. There were noadditional contributions or profit sharing contributions made duringthose years.

Pension:

A substantial portion of theCompany's employees in the U.S. are covered by defined benefitpension plans. The Company uses September 30 as its measurement datefor plan obligations and assets.

Other Post-retirementBenefits:

The Company also has sponsored an unfunded retireebenefit plan, which provides death benefits payable to beneficiaries ofa very limited number of employees and former employees. Participationin this plan is limited to participants enrolled as of December 31,1993. The Company also administers a medical insurance plan on behalfof Revlon Holdings LLC, a Delaware limited liability company andformerly a Delaware corporation known as Revlon Holdings Inc.("Revlon Holdings"), the cost of which hasbeen apportioned to Revlon Holdings under the reimbursement agreementsamong Revlon, Inc., Products Corporation and MacAndrews & ForbesInc. The Company uses September 30 as its measurement date for planobligations and assets.

In May 2004, the FASB issued StaffPosition 106-2, "Accounting and Disclosure RequirementsRelated to the Medicare Prescription Drug Improvement and ModernizationAct of 2003" which provides 

F-33

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guidance on the accounting for the effectsof the Medicare Act. FASB Staff Position 106-2, which requiresmeasurement of the Accumulated Postretirement Benefit Obligation("APBO") and net periodic postretirementbenefit cost to reflect the effects of the Medicare Act, supercedesFASB Staff Position 106-1. FASB Staff Position 106-2 is effective forinterim or annual periods beginning after June 15, 2004. Adoption ofFSP 106-2 did not have a material impact on the Company'sconsolidated results of operations and financial condition.

Information regarding the Company's significant pension andother post-retirement plans at the dates indicated is asfollows:

|                                                              |  |              |         |                              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------|--|--------------|---------|------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                         |  | PensionPlans |         | OtherPost-retirementBenefits |
|                                                         |  | December31,  |
|                                                         |  | 2004         |         | 2003                         |  | 2004   |         | 2003    |
| Changein Benefit Obligation:                                 |  |
| Benefitobligation – September 30 of prioryear          |  | $            | (518.2  | )                       |  | $      | (468.5  | )  |  | $      | (17.1   | )  |  | $      | (15.1   | )  |
| Servicecost                                                  |  |         | (9.9    | )                       |  |   | (11.8   | )  |  |   | (0.1    | )  |  |   | (0.3    | )  |
| Interestcost                                                 |  |         | (30.6   | )                       |  |   | (29.2   | )  |  |   | (0.8    | )  |  |   | (1.0    | )  |
| Planamendments                                               |  |         | — |                         |  |   | — |    |  |   | 4.2     |    |  |   | — |    |
| Actuarialloss                                                |  |         | (21.8   | )                       |  |   | (28.9   | )  |  |   | (0.1    | )  |  |   | (0.7    | )  |
| Benefitspaid                                                 |  |         | 26.6    |                         |  |   | 25.3    |    |  |   | 1.0     |    |  |   | 1.0     |    |
| Foreignexchange                                              |  |         | (3.6    | )                       |  |   | (4.9    | )  |  |   | — |    |  |   | (1.0    | )  |
| Planparticipantcontributions                                 |  |         | (0.3    | )                       |  |   | (0.2    | )  |  |   | — |    |  |   | — |    |
| Benefitobligation – September 30 of currentyear        |  |         | (557.8  | )                       |  |   | (518.2  | )  |  |   | (12.9   | )  |  |   | (17.1   | )  |
| Changein PlanAssets:                                         |  |         |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Fairvalue of plan assets – September 30 of prioryear   |  |         | 298.6   |                         |  |   | 253.1   |    |  |   | — |    |  |   | — |    |
| Actualreturn (loss) on planassets                            |  |         | 36.6    |                         |  |   | 47.0    |    |  |   | — |    |  |   | — |    |
| Employercontributions                                        |  |         | 30.3    |                         |  |   | 20.8    |    |  |   | 1.0     |    |  |   | 1.0     |    |
| Planparticipantcontributions                                 |  |         | 0.3     |                         |  |   | 0.2     |    |  |   | — |    |  |   | — |    |
| Benefitspaid                                                 |  |         | (26.5   | )                       |  |   | (25.3   | )  |  |   | (1.0    | )  |  |   | (1.0    | )  |
| Foreignexchange                                              |  |         | 2.2     |                         |  |   | 2.8     |    |  |   | — |    |  |   | — |    |
| Fairvalue of plan assets – September 30 of currentyear |  |         | 341.5   |                         |  |   | 298.6   |    |  |   | — |    |  |   | — |    |
| Fundedstatus ofplans                                         |  |         | (216.3  | )                       |  |   | (219.6  | )  |  |   | (12.9   | )  |  |   | (17.1   | )  |
| Amountscontributed to plans during fourthquarter             |  |         | 4.3     |                         |  |   | 1.7     |    |  |   | 0.2     |    |  |   | 0.2     |    |
| Unrecognizednetloss                                          |  |         | 135.1   |                         |  |   | 133.2   |    |  |   | 1.5     |    |  |   | 1.5     |    |
| Unrecognizedprior servicecost                                |  |         | (4.1    | )                       |  |   | (4.7    | )  |  |   | — |    |  |   | — |    |
| Unrecognizednet transitionasset                              |  |         | — |                         |  |   | (0.1    | )  |  |   | — |    |  |   | — |    |
| Accruedbenefitcost                                           |  | $            | (81.0   | )                       |  | $      | (89.5   | )  |  | $      | (11.2   | )  |  | $      | (15.4   | )  |
|                                                              |

|                                                                 |  |             |        |         |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------|--|-------------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                            |  | December31, |
|                                                            |  | 2004        |        | 2003    |  | 2004   |        | 2003    |
| Amountsrecognized in the Consolidated Balance Sheets consistof: |  |        |   |    |  |   |   |    |  |   |    |    |  |   |    |    |
| Prepaidexpenses                                                 |  | $           | 6.8    |    |  | $      | 5.6    |    |  | $      | — |    |  | $      | — |    |
| Accruedexpenses                                                 |  |        | (23.3  | )  |  |   | (41.1  | )  |  |   | — |    |  |   | — |    |
| Otherlong-termliabilities                                       |  |        | (179.0 | )  |  |   | (166.8 | )  |  |   | (11.2   | )  |  |   | (15.4   | )  |
| Intangibleasset                                                 |  |        | 0.3    |    |  |   | 0.4    |    |  |   | — |    |  |   | — |    |
| Accumulatedother comprehensiveloss                              |  |        | 113.7  |    |  |   | 112.1  |    |  |   | — |    |  |   | — |    |
| Otherlong-termassets                                            |  |        | 0.5    |    |  |   | 0.3    |    |  |   | — |    |  |   | — |    |
|                                                            |  | $           | (81.0  | )  |  | $      | (89.5  | )  |  | $      | (11.2   | )  |  | $      | (15.4   | )  |
|                                                                 |

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With respect to the above accrued benefitcosts, the Company has recorded a receivable from affiliates of $1.3and $1.4 at December 31, 2004 and 2003, respectively, relating toRevlon Holdings' participation in the Company's pensionplans and $1.1 and $1.1 at December 31, 2004 and 2003, respectively,for other post-retirement benefits costs attributable to RevlonHoldings.

Where the accumulated benefit obligation exceeded therelated fair value of plan assets, the projected benefit obligation,accumulated benefit obligation, and fair value of plan assets for theCompany's pension plans are asfollows:

|                              |  |             |       |        |  |        |       |        |  |        |       |        |  |  |
|------------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                         |  | December31, |
|                         |  | 2004        |       | 2003   |  | 2002   |
| Projectedbenefitobligation   |  | $           | 557.8 |   |  | $      | 518.2 |   |  | $      | 468.5 |   |
| Accumulatedbenefitobligation |  |        | 541.0 |   |  |   | 502.4 |   |  |   | 451.0 |   |
| Fairvalue of planassets      |  |        | 341.5 |   |  |   | 298.6 |   |  |   | 253.2 |   |
|                              |

Thecomponents of net periodic benefit cost for the plans are asfollows:

|                                     |  |                       |         |                               |  |        |         |         |  |        |         |         |  |        |         |        |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|-----------------------|---------|-------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | PensionPlans          |         | Other Post-retirementBenefits |
|                                |  | YearEnded December31, |
|                                |  | 2004                  |         | 2003                          |  | 2002   |         | 2004    |  | 2003   |         | 2002    |
| Servicecost                         |  | $                     | 9.9     |                          |  | $      | 11.8    |    |  | $      | 8.6     |    |  | $      | 0.1     |   |  | $      | 0.3     |    |  | $      | 2.1     |    |
| Interestcost                        |  |                  | 30.6    |                          |  |   | 29.2    |    |  |   | 28.9    |    |  |   | 0.8     |   |  |   | 1.0     |    |  |   | 0.8     |    |
| Expectedreturn on planassets        |  |                  | (24.7   | )                        |  |   | (21.3   | )  |  |   | (24.7   | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost    |  |                  | (0.6    | )                        |  |   | (0.8    | )  |  |   | (1.2    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof net transitionasset  |  |                  | (0.1    | )                        |  |   | (0.1    | )  |  |   | (0.1    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof actuarial loss(gain) |  |                  | 9.6     |                          |  |   | 9.5     |    |  |   | 2.9     |    |  |   | — |   |  |   | (0.1    | )  |  |   | (0.1    | )  |
| Settlementloss                      |  |                  | — |                          |  |   | — |    |  |   | — |    |  |   | — |   |  |   | — |    |  |   | — |    |
| Curtailmentloss                     |  |                  | — |                          |  |   | — |    |  |   | — |    |  |   | — |   |  |   | — |    |  |   | — |    |
|                                |  |                  | 24.7    |                          |  |   | 28.3    |    |  |   | 14.4    |    |  |   | 0.9     |   |  |   | 1.2     |    |  |   | 2.8     |    |
| Portionallocated toHoldings         |  |                  | (0.1    | )                        |  |   | (0.3    | )  |  |   | (0.3    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
|                                |  | $                     | 24.6    |                          |  | $      | 28.0    |    |  | $      | 14.1    |    |  | $      | 0.9     |   |  | $      | 1.2     |    |  | $      | 2.8     |    |
|                                     |

Othercompany-sponsored post-retirement benefits consist of health and lifeinsurance. These plans are not pre-funded.

The Companyrecognized $3.3 of income in 2004 related to a reduction in theliability for an International post-retirement benefit arrangementwhose terms were modified.

The following weighted-averageassumptions were used in accounting for both the benefit obligationsand net periodic benefit cost of the pensionplans:

|                                     |  |           |     |                    |  |        |     |         |  |        |     |         |  |        |     |         |  |        |     |         |  |        |     |         |  |  |
|-------------------------------------|--|-----------|-----|--------------------|--|--------|-----|---------|--|--------|-----|---------|--|--------|-----|---------|--|--------|-----|---------|--|--------|-----|---------|--|--|
|                                |  | U.S.Plans |     | InternationalPlans |
|                                |  | 2004      |     | 2003               |  | 2002   |     | 2004    |  | 2003   |     | 2002    |
| Discountrate                        |  |      | 5.8 | %             |  |   | 6.0 | %  |  |   | 6.5 | %  |  |   | 5.5 | %  |  |   | 5.4 | %  |  |   | 5.6 | %  |
| Expectedreturn on planassets        |  |      | 8.5 |               |  |   | 8.8 |    |  |   | 9.0 |    |  |   | 7.0 |    |  |   | 7.1 |    |  |   | 7.5 |    |
| Rateof future compensationincreases |  |      | 4.0 |               |  |   | 4.0 |    |  |   | 4.3 |    |  |   | 3.7 |    |  |   | 3.6 |    |  |   | 3.5 |    |
|                                     |

TheCompany considers a number of factors to determine its expected rate ofreturn on plan assets assumption, including, without limitation,historical performance of plan assets, asset allocation and otherthird-party studies and surveys. The Company reviewed the historicalperformance of plan assets over a ten-year period (from 1994 to 2004),the results of which exceeded the 8.5% rate of return assumptionthat the Company ultimately selected for domestic plans in 2004. TheCompany also considered the plan portfolios' asset allocationsover a variety of time periods and compared them with third-partystudies and surveys of annualized returns of similarly balancedportfolio strategies. The Company also reviewed performance of thecapital markets in recent years and, based upon all of the foregoingconsiderations and 

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other factors and upon advice from variousthird parties, such as the pension plans' advisers, investmentmanagers and actuaries, selected the 8.5% return assumption usedfor domestic plans.

The following table presents domestic andforeign pension plan assets information at September 30, 2004, 2003 and2002 (the measurement date of pension planassets):

|                         |  |           |       |                    |  |      |       |        |  |      |       |        |  |   |      |        |  |   |      |        |  |   |      |        |  |  |
|-------------------------|--|-----------|-------|--------------------|--|------|-------|--------|--|------|-------|--------|--|---|------|--------|--|---|------|--------|--|---|------|--------|--|--|
|                    |  | U.S.Plans |       | InternationalPlans |
|                    |  | 2004      |       | 2003               |  | 2002 |       | 2004   |  | 2003 |       | 2002   |
| Fairvalue of planassets |  | $         | 308.9 |               |  | $    | 272.1 |   |  | $    | 232.2 |   |  | $ | 32.6 |   |  | $ | 26.5 |   |  | $ | 21.0 |   |
|                         |

TheInvestment Committee for the Company's pension plans has adopted(and revises from time to time) an investment policy for domesticpension plan assets designed to meet or exceed the expected rate ofreturn on plan assets assumption. To achieve this, the pension plansretain professional investment managers that invest plan assets in thefollowing asset classes: equity and fixed income securities, realestate, and cash and other investments, which may include hedge fundsand private equity and global balanced strategies. The pension planscurrently have the following target ranges for these asset classes,which are readjusted quarterly when an asset class weighting is outsideits target range (recognizing that these are flexible target rangesthat may vary from time to time) with the goal of achieving therequired return at a reasonable risk level asfollows:

|                           |  |                                      |  |  |  |  |
|---------------------------|--|--------------------------------------|--|--|--|--|
|                      |  | TargetRanges                         |
| AssetCategory:            |  |                                 |
| Equitysecurities          |  | 37%– 48%                       |
| Fixed incomesecurities    |  | 20% –30%                       |
| Real estate               |  |   0%–   7% |
| Cash and otherinvestments |  |   8% –18%            |
| Global balancedstrategies |  | 10% –25%                       |
|                           |

The domestic pension plansweighted-average asset allocations at September 30, 2004 and 2003 byasset categories were as follows:

|                           |  |                            |        |         |  |        |         |         |  |  |
|---------------------------|--|----------------------------|--------|---------|--|--------|---------|---------|--|--|
|                      |  | PlanAssets at September30, |
|                      |  | 2004                       |        | 2003    |
| AssetCategory:            |  |                       |   |    |  |   |    |    |
| Equitysecurities          |  |                       | 45.7   | %  |  |   | 57.0    | %  |
| Fixedincome securities    |  |                       | 25.5   |    |  |   | 34.0    |    |
| Realestate                |  |                       | 4.0    |    |  |   | 5.0     |    |
| Cash and otherinvestments |  |                       | 8.2    |    |  |   | 4.0     |    |
| Global balancedstrategies |  |                       | 16.6   |    |  |   | — |    |
|                      |  |                       | 100.0  | %  |  |   | 100.0   | %  |
|                           |

Withinthe equity securities asset class, the investment policy provides forinvestments in a broad range of publicly-traded securities ranging fromsmall to large capitalization stocks and domestic and internationalstocks. Within the fixed income securities asset class, the investmentpolicy provides for investments in a broad range of publicly-tradeddebt securities ranging from U.S. Treasury issues, corporate debtsecurities, mortgages and asset-backed issues, as well as internationaldebt securities. Within the real estate asset class, the investmentpolicy provides for investment in a diversified commingled pool of realestate properties across the United States. In the cash and otherinvestments asset class, investments may be in cash and cashequivalents and other investments, which may include hedge funds andprivate equity not covered in the classes listed above, provided thatsuch investments receive approval of the Investment Committee for theCompany's Pension Plans prior to their selection. Within theglobal balanced strategies, the investment policy provides forinvestments in a broad range of publicly traded stocks and bonds inboth domestic and international markets as described in the asset

F-36

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classes listed above. In addition, theglobal balanced strategies can include commodities, provided that suchinvestments receive approval of the Investment Committee for theCompany's pension plans prior to their selection.

TheInvestment Committee for the Company's pension plans allows itsinvestment managers to use derivatives to reduce risk exposures or toreplicate exposures of a particular asset class, but does not allow theuse of derivatives for speculative purposes.

Contributions:

The Company expects to contributeapproximately $23.3 to its pension plans and $1.0 to otherpost-retirement benefit plans in 2005.

Estimated Future BenefitPayments:

The following benefit payments, which reflectexpected future service, as appropriate, are expected to bepaid:

|                |  |                       |       |                     |  |        |     |        |  |  |
|----------------|--|-----------------------|-------|---------------------|--|--------|-----|--------|--|--|
|           |  | TotalPension Benefits |       | Total OtherBenefits |
| 2005           |  | $                     | 27.9  |                |  | $      | 1.0 |   |
| 2006           |  |                  | 29.2  |                |  |   | 1.0 |   |
| 2007           |  |                  | 31.2  |                |  |   | 1.0 |   |
| 2008           |  |                  | 33.0  |                |  |   | 1.0 |   |
| 2009           |  |                  | 34.1  |                |  |   | 1.0 |   |
| Years2010-2014 |  |                  | 196.0 |                |  |   | 5.1 |   |
|                |

13.    Stockholders'Equity

Information about the Company's preferred andcommon stock outstanding is asfollows:

|                          |  |                |         |             |  |         |         |         |  |        |             |        |  |        |            |        |  |  |
|--------------------------|--|----------------|---------|-------------|--|---------|---------|---------|--|--------|-------------|--------|--|--------|------------|--------|--|--|
|                     |  | PreferredStock |         | CommonStock |
|                     |  | ClassA         |         | Class B     |  | Class A |         | ClassB  |
| Balance, January 1,2002  |  |           | 546     |        |  |    | 4,333   |    |  |   | 21,186,135  |   |  |   | 31,250,000 |   |
| Stockissuances           |  |           | — |        |  |    | — |    |  |   | —     |   |  |   | —    |   |
| Restrictedstockplans     |  |           | — |        |  |    | — |    |  |   | 1,335,000   |   |  |   | —    |   |
| Balance,December 31,2002 |  |           | 546     |        |  |    | 4,333   |    |  |   | 22,521,135  |   |  |   | 31,250,000 |   |
| Stockissuances           |  |           | — |        |  |    | — |    |  |   | 17,605,650  |   |  |   | —    |   |
| Restrictedstockplans     |  |           | — |        |  |    | — |    |  |   | 51,666      |   |  |   | —    |   |
| Balance,December 31,2003 |  |           | 546     |        |  |    | 4,333   |    |  |   | 40,178,451  |   |  |   | 31,250,000 |   |
| Stockissuances           |  |           | — |        |  |    | — |    |  |   | 299,536,000 |   |  |   | —    |   |
| Conversions              |  |           | (546    | )      |  |    | (4,333  | )  |  |   | 433,493     |   |  |   | —    |   |
| Restrictedstockplans     |  |           | — |        |  |    | — |    |  |   | 4,445,000   |   |  |   | —    |   |
| Balance,December 31,2004 |  |           | — |        |  |    | — |    |  |   | 344,592,944 |   |  |   | 31,250,000 |   |
|                          |

PreferredStock

As of December 31, 2003, and prior to its elimination inMarch 2004, the Company's authorized preferred stock consisted of20 million shares of Series A Preferred Stock, and 20 million shares ofSeries B Preferred Stock. At December  31, 2004 and 2003, therewere nil and 546 shares, respectively, of Series A Preferred Stock andnil and 4,333 shares, respectively of Series B Preferred Stock issuedand outstanding. On March 24, 2004, shares of the Series A PreferredStock were exchanged for approximately 8.7  million shares ofRevlon, Inc. Class  A Common Stock and shares of Series  BPreferred Stock were converted into 433,333 shares of Revlon, Inc.Class  A Common Stock as part of the Revlon ExchangeTransactions. On March 29, 2004, in connection with the Revlon ExchangeTransactions, the Company eliminated the Series A and Series BPreferred Stock. See Note 9: Long-Term Debt.

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Common Stock

As of December 31,2004, the Company's authorized common stock consists of 900million shares of Class A Common Stock, par value $.01 per share("Class A Common Stock"), and 200 millionshares of Class B Common Stock, par value $.01 per share("Class B Common Stock" and together with theClass A Common Stock, the "CommonStock").   The holders of Class A Common Stock andClass B Common Stock vote as a single class on all matters, except asotherwise required by law, with each share of Class A Common Stockentitling its holder to one vote and each share of the Class B CommonStock entitling its holder to ten votes. All of the shares of Class BCommon Stock are owned by REV Holdings. As a result of the RevlonExchange Transactions, MacAndrews & Forbes Holdings beneficiallyindirectly owned, as of December 31, 2004, approximately 59.9%of the Company's Common Stock (representing approximately77.2% of the combined voting power of the Company's CommonStock). The holders of the Company's two classes of Common Stockare entitled to share equally in the earnings of the Company fromdividends, when and if declared by the Board. Each outstanding share ofClass B Common Stock is convertible into one share of Class A CommonStock.

The consummation of the Revlon Exchange Transactions onMarch 25, 2004 resulted in the issuance of 299,969,493 shares of ClassA Common Stock, including approximately 8.7  million shares ofClass A Common Stock in exchange for outstanding Series A PreferredStock and 433,333 shares of Class A Common Stock upon conversion of the4,333 shares of Series B Preferred Stock. See Note 9 to theConsolidated Financial Statements. As a result of the Revlon ExchangeTransactions, on March 25, 2004 Revlon, Inc. had outstanding338,177,944 shares of its Class A Common Stock and 31,250,000 shares ofits Class B Common Stock, with MacAndrews & Forbes beneficiallyowning as of March 25, 2004 approximately 221.2 million shares of theCommon Stock (representing approximately 59.9% of theoutstanding shares of Common Stock and approximately 77.2% ofthe combined voting power of the Common Stock); funds and accountsmanaged by Fidelity beneficially owning as of March 25, 2004approximately 78.4 million shares of Class A Common Stock (representingapproximately 21.2% of the outstanding shares of Common Stockand approximately 12.1% of the combined voting power of theCommon Stock, excluding the impact of unvested restricted stock); andother stockholders beneficially owning as of March 25, 2004approximately 69.8 million shares of Class A Common Stock (representingapproximately 18.9% of the outstanding shares of the CommonStock and approximately 10.7% of the combined voting power ofthe Common Stock). As of December 31, 2004, Fidelity held approximately61.4 million shares of Class A Common Stock, representing approximately18.1% of the Class A Common Stock and approximately 16.6%of the Common Stock, excluding the impact of unvested restrictedstock.

In February 2003 the Company entered into an investmentagreement with MacAndrews Holdings (the "2003 InvestmentAgreement") pursuant to which Revlon, Inc. undertook and,on June 20, 2003, completed, a $50 equity rights offering (the"2003 Rights Offering") in which Revlon,Inc.'s stockholders purchased additional shares of Class A CommonStock. Pursuant to the 2003 Rights Offering, Revlon, Inc. distributedto each stockholder of record of its Common Stock, as of the close ofbusiness on May 12, 2003, the record date set by the Board ofDirectors, at no charge, one transferable subscription right for each2.9403 shares of Common Stock owned. Each subscription right enabledthe holder to purchase one share of Class A Common Stock at asubscription price equal to $2.84, representing 80% of the $3.55closing price per share of Revlon, Inc. Class A Common Stock on the NewYork Stock Exchange on May 12, 2003, the record date of the 2003 RightsOffering. In connection with the consummation of the 2003 RightsOffering on June 20, 2003, Revlon, Inc. issued an additional 17,605,650shares of its Class A Common Stock, including 3,015,303 sharessubscribed for by the public and 14,590,347 shares issued to MacAndrews& Forbes, Inc. in a private placement (representing the number ofshares of Revlon, Inc.'s Class A Common Stock that MacAndrews& Forbes, Inc. would otherwise have been entitled to purchasepursuant to its basic subscription privilege, which was approximately83% of the shares of Revlon, Inc.'s Class A Common Stockoffered in the 2003 Rights Offering).

14.    StockCompensation Plan

Revlon, Inc. has a stock-based compensationplan, the Stock Plan. Revlon, Inc. applies APB Opinion No. 25 and itsrelated interpretations in accounting for the Stock Plan. Under APBOpinion No. 25, because the exercise price of Revlon, Inc.'semployee stock options under the Stock Plan equals the 

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market price of the underlying stock on thedate of grant, no compensation cost has been recognized. The fair valueof each option grant is estimated on the date of the grant using theBlack-Scholes option-pricing model assuming no dividend yield, expectedvolatility of approximately 69% in 2004, 70% in 2003 and71% in 2002; weighted average risk-free interest rate of3.95% in 2004, 3.72% in 2003, and 3.86% in 2002;and a seven-year expected average life for the Stock Plan'soptions issued in 2004, 2003 and 2002.

On June 4, 2004, theStock Plan was amended and restated to, among other things, increasethe number of shares available for grant and to reduce the maximum termof the option grants to 7 years. Awards may be granted to employees anddirectors of Revlon, Inc., and its subsidiaries for up to an aggregateof 40,650,000 shares of Class A Common Stock, of which up to 5,935,000shares may be issued as restricted stock. Non-qualified options grantedunder the Stock Plan are granted at prices that equal or exceed themarket value of Class A Common Stock on the grant date and have a termof 7 years (option grants under the Stock Plan prior to June 4, 2004have a term of 10 years). Option grants vest over service periods thatrange from one to five years. Certain option grants contain provisionsthat allow for accelerated vesting if the Class A Common Stock closingprice equals or exceeds amounts ranging from $30.00 to $40.00 pershare. Additionally, certain option grants made by the Company to itsemployees vest upon a "change in control" asdefined in the respective stock option agreements.

On August 10,2004, pursuant to a pre-existing contractual commitment, theCompensation and Stock Plan Committee (the "CompensationCommittee") of Revlon, Inc.'s Board of Directorsgranted options to a former executive officer of the Company topurchase 825,000 shares of Class A Common Stock at $3.03 per share,vesting 25% on each December 31st thereafter and witha term of 7 years. The transaction was valued using the Black-Scholesoption-pricing model and the Company recognized $1.2 in stockcompensation expense related to the grant.

At December 31, 2004,2003 and 2002 there were 10,415,745, 3,792,196 and 2,847,972 optionsexercisable under the Stock Plan, respectively.

A summary of thestatus of the Stock Plan as of December 31, 2004, 2003 and 2002 andchanges during the years then ended is presentedbelow:

|                                |  |             |          |                                |  |        |         |        |  |  |
|--------------------------------|--|-------------|----------|--------------------------------|--|--------|---------|--------|--|--|
|                           |  | Shares(000) |          | Weighted Average ExercisePrice |
| Outstanding at January 1,2002  |  |        | 6,902.1  |                           |  | $      | 19.37   |   |
| Granted                        |  |        | 3,306.8  |                           |  |   | 3.94    |   |
| Exercised                      |  |        | —  |                           |  |   | — |   |
| Forfeited                      |  |        | (2,322.8 | )                         |  |   | 19.54   |   |
| Outstandingat December 31,2002 |  |        | 7,886.1  |                           |  |   | 12.83   |   |
| Granted                        |  |        | 1,091.6  |                           |  |   | 3.00    |   |
| Exercised                      |  |        | —  |                           |  |   | — |   |
| Forfeited                      |  |        | (1,270.1 | )                         |  |   | 17.43   |   |
| Outstandingat December 31,2003 |  |        | 7,707.6  |                           |  |   | 10.66   |   |
| Granted                        |  |        | 24,517.4 |                           |  |   | 3.03    |   |
| Exercised                      |  |        | —  |                           |  |   | — |   |
| Forfeited                      |  |        | (1,443.3 | )                         |  |   | 9.01    |   |
| Outstandingat December 31,2004 |  |        | 30,781.7 |                           |  |   | 4.66    |   |
|                                |

Theweighted average grant date fair value of options granted during 2004,2003 and 2002 approximated $2.08, $2.03 and $2.65,respectively.

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The following table summarizesinformation about the Stock Plan's options outstanding, atDecember 31, 2004:

|                         |       |                          |  |                                 |    |                                |  |                          |                   |                                |  |        |          |        |  |        |        |        |  |        |        |        |  |        |          |        |  |        |        |        |
|-------------------------|-------|--------------------------|--|---------------------------------|----|--------------------------------|--|--------------------------|-------------------|--------------------------------|--|--------|----------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--------|----------|--------|--|--------|--------|--------|
|                    |       |                     |  |                            |    | Outstanding                    |  | Exercisable              |
| Rangeof Exercise Prices |       | Number of Options(000's) |  | Weighted Average YearsRemaining |    | Weighted Average ExercisePrice |  | Number of Options(000's) |                   | Weighted Average ExercisePrice |
| $                       | 2.31  |                     |  |                            | to |                           |  | $                        | 3.78    |                           |  |   | 26,581.7 |   |  |   | 6.48   |   |  | $      | 3.07   |   |  |   | 7,297.8  |   |  | $      | 3.15   |   |
|                    | 3.82  |                     |  |                            | to |                           |  |                     | 6.88    |                           |  |   | 1,603.7  |   |  |   | 6.88   |   |  |   | 4.89   |   |  |   | 832.8    |   |  |   | 5.31   |   |
|                    | 7.06  |                     |  |                            | to |                           |  |                     | 15.00   |                           |  |   | 1,536.1  |   |  |   | 5.00   |   |  |   | 9.76   |   |  |   | 1,224.9  |   |  |   | 10.01  |   |
|                    | 18.50 |                     |  |                            | to |                           |  |                     | 50.75   |                           |  |   | 1,060.2  |   |  |   | 2.79   |   |  |   | 36.65  |   |  |   | 1,060.2  |   |  |   | 36.65  |   |
|                    | 2.31  |                     |  |                            | to |                           |  |                     | 50.75   |                           |  |   | 30,781.7 |   |  |   |   |   |  |   |   |   |  |   | 10,415.7 |   |  |   |   |   |
|                         |

TheStock Plan also allows for awards of restricted stock to employees anddirectors of Revlon, Inc. and its subsidiaries including ProductsCorporation. The restricted stock awards vest over service periods thatrange from two to five years. Certain restricted stock awards containprovisions that allow for accelerated vesting if the Class A CommonStock closing price equals or exceeds amounts ranging from $20.00 to$30.00 per share. In 2004, 2003 and 2002, the Company granted4,495,000, 200,000 and 1,565,000 shares, respectively, of restrictedstock under the Stock Plan with weighted average fair values, based onthe market price of the Company's Class A Common Stock on thedates of grant, of $3.03, $3.01 and $3.94, respectively. At December31, 2004 and 2003, there were 5,327,500 and 1,440,000 shares,respectively, of restricted stock outstanding and unvested under theStock Plan.

On February 17, 2002, Revlon, Inc. adopted theRevlon, Inc. 2002 Supplemental Stock Plan (the"Supplemental Stock Plan"), the purpose ofwhich is to provide the Company's President and Chief ExecutiveOfficer, the sole eligible participant, with inducement awards toentice him to join the Company to enhance the Company's long-termperformance and profitability. The Supplemental Stock Plan covers530,000 shares of the Class A Common Stock. Awards may be made underthe Supplemental Stock Plan in the form of stock options, stockappreciation rights and restricted or unrestricted stock. On February17, 2002, the Compensation Committee granted the President and ChiefExecutive Officer an Award of 530,000 restricted shares of Class ACommon Stock, the full amount of the shares of Revlon, Inc.'sClass A Common Stock issuable under the Supplemental Stock Plan. Theterms of the Supplemental Stock Plan and the foregoing grant ofrestricted shares to the President and Chief Executive Officer aresubstantially the same as the Stock Plan and the February 2002 grant of470,000 restricted shares to him under such plan. Pursuant to the termsof the Supplemental Stock Plan, such grant was made conditioned uponhis execution of the Company's standard Employee Agreement as toConfidentiality and Non-Competition.

No dividends will be paidon unvested restricted stock, provided, however, that in connectionwith the 2002 grants to the Company's President and ChiefExecutive Officer of 470,000 shares of restricted stock under the StockPlan and 530,000 shares of restricted stock under the SupplementalStock Plan (of which an aggregate 750,000 shares remained unvested atDecember 31, 2004), in the event any cash or in-kind distributions aremade in respect of Common Stock prior to the lapse of the restrictionson such shares, such dividends will be held by the Company and paid toMr. Stahl when and if such restrictions lapse.

The Companyamortizes amounts related to restricted stock awards using thestraight-line method over the vesting period as compensation expenseand recorded expense of $5.2, $2.2 and $1.7 during 2004, 2003 and 2002,respectively, and deferred compensation of $12.5 and $4.2 at December31, 2004 and 2003, respectively, related to the restricted stockawards.

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15.    Comprehensive Loss

Thecomponents of comprehensive loss during 2004, 2003 and 2002 are asfollows:

|                               |  |                             |         |                          |  |                              |         |                                     |  |        |         |         |  |        |        |         |  |  |
|-------------------------------|--|-----------------------------|---------|--------------------------|--|------------------------------|---------|-------------------------------------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                          |  | ForeignCurrency Translation |         | Minimum PensionLiability |  | Deferred Loss –Hedging |         | Accumulated Other ComprehensiveLoss |
| Balance, January 1,2002       |  | $                           | (15.1   | )                   |  | $                            | (46.1   | )                              |  | $      | 0.1     |    |  | $      | (61.1  | )  |
| Unrealized(losses)            |  |                        | (4.0    | )                   |  |                         | (67.5   | )                              |  |   | (0.7    | )  |  |   | (72.2  | )  |
| Reclassificationsinto netloss |  |                        | — |                     |  |                         | — |                                |  |   | 0.6     |    |  |   | 0.6    |    |
| Balance,December 31,2002      |  |                        | (19.1   | )                   |  |                         | (113.6  | )                              |  |   | — |    |  |   | (132.7 | )  |
| Unrealizedgains(losses)       |  |                        | 10.6    |                     |  |                         | 1.5     |                                |  |   | (2.9    | )  |  |   | 9.2    |    |
| Reclassificationsinto netloss |  |                        | — |                     |  |                         | — |                                |  |   | 1.5     |    |  |   | 1.5    |    |
| BalanceDecember 31,2003       |  |                        | (8.5    | )                   |  |                         | (112.1  | )                              |  |   | (1.4    | )  |  |   | (122.0 | )  |
| Unrealizedgains(losses)       |  |                        | 0.6     |                     |  |                         | (1.6    | )                              |  |   | (2.8    | )  |  |   | (3.8   | )  |
| Reclassificationsinto netloss |  |                        | — |                     |  |                         | — |                                |  |   | 1.5     |    |  |   | 1.5    |    |
| BalanceDecember 31,2004       |  | $                           | (7.9    | )                   |  | $                            | (113.7  | )                              |  | $      | (2.7    | )  |  | $      | (124.3 | )  |
|                               |

16.    RelatedParty Transactions

As of December 31, 2004, MacAndrews &Forbes beneficially owned shares of Revlon, Inc.'s Common Stockhaving approximately 77.2% of the combined voting power of theoutstanding shares of Revlon, Inc.'s Common Stock. As a result,MacAndrews & Forbes is able to elect Revlon, Inc.'s entireBoard of Directors and control the vote on all matters submitted to avote of Revlon, Inc.'s stockholders. MacAndrews & Forbes iswholly owned by Ronald O. Perelman, Chairman of Revlon, Inc.'sBoard of Directors.

Transfer Agreements

In June 1992,Revlon, Inc. and Products Corporation entered into an asset transferagreement with Revlon Holdings and certain of its wholly-ownedsubsidiaries, and Revlon, Inc. and Products Corporation entered into areal property asset transfer agreement with Revlon Holdings, andpursuant to such agreements, on June 24, 1992 Revlon Holdingstransferred assets to Products Corporation and Products Corporationassumed all of the liabilities of Revlon Holdings, other than certainspecifically excluded assets and liabilities (the liabilities excludedare referred to as the "ExcludedLiabilities"). Certain consumer products lines sold indemonstrator-assisted distribution channels considered not integral toRevlon, Inc.'s business and that historically had not beenprofitable and certain other assets and liabilities were retained byRevlon Holdings. Revlon Holdings agreed to indemnify Revlon, Inc. andProducts Corporation against losses arising from the ExcludedLiabilities, and Revlon, Inc. and Products Corporation agreed toindemnify Revlon Holdings against losses arising from the liabilitiesassumed by Products Corporation. The amounts reimbursed by RevlonHoldings to Products Corporation for the Excluded Liabilities for 2004,2003 and 2002 were $0.2, $0.3 and $0.5, respectively.

Certainassets and liabilities relating to divested businesses were transferredto Products Corporation on the transfer date and any remaining balancesas of December 31 of the applicable year have been reflected in theCompany's Consolidated Balance Sheets as of such dates. AtDecember 31, 2004 and 2003, the amounts reflected in theCompany's Consolidated Balance Sheets aggregated a net liabilityof nil and $16.4, respectively, all of which were included in otherlong-term liabilities.

Reimbursement Agreements

Revlon,Inc., Products Corporation and MacAndrews & Forbes Inc. haveentered into reimbursement agreements (the "ReimbursementAgreements") pursuant to which (i) MacAndrews & ForbesInc. is obligated to provide (directly or through affiliates) certainprofessional and administrative services, including employees, toRevlon, Inc. and its subsidiaries, including Products Corporation, andpurchase 

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services from third party providers, such asinsurance, legal and accounting services and air transportationservices, on behalf of Revlon, Inc. and its subsidiaries, includingProducts Corporation, to the extent requested by Products Corporation,and (ii) Products Corporation is obligated to provide certainprofessional and administrative services, including employees, toMacAndrews & Forbes Inc. (and its affiliates) and purchase servicesfrom third party providers, such as insurance and legal and accountingservices, on behalf of MacAndrews & Forbes Inc. (and itsaffiliates) to the extent requested by MacAndrews & Forbes Inc.,provided that in each case the performance of such services does notcause an unreasonable burden to MacAndrews & Forbes Inc. orProducts Corporation, as the case may be. Products Corporationreimburses MacAndrews & Forbes Inc. for the allocable costs of theservices purchased for or provided to Products Corporation and itssubsidiaries and for reasonable out-of-pocket expenses incurred inconnection with the provision of such services. MacAndrews & ForbesInc. (or such affiliates) reimburses Products Corporation for theallocable costs of the services purchased for or provided to MacAndrews& Forbes Inc. (or such affiliates) and for the reasonableout-of-pocket expenses incurred in connection with the purchase orprovision of such services. Each of Revlon, Inc. and ProductsCorporation, on the one hand, and MacAndrews & Forbes Inc., on theother, has agreed to indemnify the other party for losses arising outof the provision of services by it under the Reimbursement Agreementsother than losses resulting from its willful misconduct or grossnegligence. The Reimbursement Agreements may be terminated by eitherparty on 90 days' notice. Products Corporation does not intend torequest services under the Reimbursement Agreements unless their costswould be at least as favorable to Products Corporation as could beobtained from unaffiliated third parties. Revlon, Inc. and ProductsCorporation participate in MacAndrews & Forbes' directors andofficers liability insurance program, which covers Revlon, Inc. andProducts Corporation as well as MacAndrews & Forbes and its otheraffiliates. The limits of coverage are available on an aggregate basisfor losses to any or all of the participating companies and theirrespective directors and officers. Revlon, Inc. and ProductsCorporation reimburse MacAndrews & Forbes for their allocableportion of the premiums for such coverage, which the Company believes,is more favorable than the premiums the Company would pay were it tosecure stand-alone coverage. The amounts paid by Revlon, Inc. andProducts Corporation to MacAndrews & Forbes for premiums areincluded in the amounts paid under the Reimbursement Agreements. Thenet amounts reimbursable by (payable to) MacAndrews & Forbes Inc.to (by) Products Corporation for the services provided under theReimbursement Agreements for 2004, 2003 and 2002, were $1.0, $(2.7) and$0.8, respectively.

Tax Sharing Agreements

As a resultof the closing of the Revlon Exchange Transactions, as of the end ofMarch 25, 2004, Revlon, Inc., Products Corporation and their U.S.subsidiaries were no longer included in the MacAndrews & ForbesGroup for federal income tax purposes. The MacAndrews & Forbes TaxSharing Agreement will remain in effect solely for taxable periodsbeginning on or after January 1, 1992, through and including March 25,2004. In these taxable periods, Revlon, Inc. and Products Corporationwere included in the MacAndrews & Forbes Group, and Revlon,Inc.'s and Products Corporation's federal taxable incomeand loss were included in such group's consolidated tax returnfiled by MacAndrews & Forbes Holdings. Revlon, Inc. and ProductsCorporation were also included in certain state and local tax returnsof MacAndrews & Forbes Holdings or its subsidiaries. In June 1992,Revlon Holdings, Revlon, Inc., Products Corporation and certain of itssubsidiaries, and MacAndrews & Forbes Holdings entered into theMacAndrews & Forbes Tax Sharing Agreement, pursuant to whichMacAndrews & Forbes Holdings agreed to indemnify Revlon, Inc. andProducts Corporation against federal, state or local income taxliabilities of the MacAndrews & Forbes Group (other than in respectof Revlon, Inc. and Products Corporation) for taxable periods beginningon or after January 1, 1992 during which Revlon, Inc. and ProductsCorporation or a subsidiary of Products Corporation was a member ofsuch group. Pursuant to the MacAndrews & Forbes Tax SharingAgreement, for all such taxable periods, Products Corporation wasrequired to pay to Revlon, Inc., which in turn was required to pay toRevlon Holdings, amounts equal to the taxes that Products Corporationwould otherwise have had to pay if it were to file separate federal,state or local income tax returns (including any amounts determined tobe due as a result of a redetermination arising from an audit orotherwise of the consolidated or combined tax liability relating to anysuch period which was attributable to Products Corporation), exceptthat Products Corporation 

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was not entitled to carry back any losses totaxable periods ending prior to January 1, 1992. No payments wererequired by Products Corporation or Revlon, Inc. if and to the extentProducts Corporation was prohibited under the terms of its 2004 CreditAgreement from making tax sharing payments to Revlon, Inc. The 2004Credit Agreement prohibits Products Corporation from making such taxsharing payments under the MacAndrews & Forbes Tax SharingAgreement other than in respect of state and local income taxes. TheMacAndrews & Forbes Tax Sharing Agreement was amended, effective asof January 1, 2001, to eliminate a contingent payment to Revlon, Inc.under certain circumstances in return for a $10 million note withinterest at 12% and interest and principal payable by MacAndrews& Forbes Holdings on December 31, 2005. As a result of tax netoperating losses and prohibitions under the 2004 Credit Agreement,there were no federal tax payments or payments in lieu of taxespursuant to the MacAndrews & Forbes Tax Sharing Agreement inrespect of 2004, 2003 and 2002.

Following the closing of theRevlon Exchange Transactions, Revlon, Inc. became the parent of a newconsolidated group for federal income tax purposes and ProductsCorporation's federal taxable income and loss will be included insuch group's consolidated tax returns. Accordingly, Revlon, Inc.and Products Corporation entered into the Revlon Tax Sharing Agreementpursuant to which Products Corporation will be required to pay toRevlon, Inc. amounts equal to the taxes that Products Corporation wouldotherwise have had to pay if Products Corporation were to file separatefederal, state or local income tax returns, limited to the amount, andpayable only at such times, as Revlon, Inc. will be required to makepayments to the applicable taxing authorities. The 2004 CreditAgreement does not prohibit payments from Products Corporation toRevlon, Inc. to the extent required under the Revlon Tax SharingAgreement. As a result of tax net operating losses, we expect thatthere will be no federal tax payments or payments in lieu of taxes byProducts Corporation to Revlon, Inc. pursuant to the Revlon Tax SharingAgreement in respect of 2004.

Registration RightsAgreement

Prior to the consummation of Revlon, Inc.'sinitial public equity offering in February 1996, Revlon, Inc. andRevlon Worldwide Corporation (subsequently merged into REV Holdings),the then direct parent of Revlon, Inc., entered into a registrationrights agreement (the "Registration RightsAgreement"), and in February 2003, MacAndrews & ForbesInc. executed a joinder agreement to the Registration Rights Agreement,pursuant to which REV Holdings, MacAndrews & Forbes Inc. andcertain transferees of Revlon, Inc.'s Common Stock held by REVHoldings (the "Holders") had the right torequire Revlon, Inc. to register all or part of Revlon, Inc.'sClass A Common Stock owned by such Holders, including shares of Class ACommon Stock purchased in connection with the $50.0 million equityrights offering consummated by Revlon, Inc. in 2003, and shares ofClass A Common Stock issuable upon conversion of Revlon, Inc.'sClass B Common Stock owned by such Holders under the Securities Act of1933, as amended (a "Demand Registration");provided that Revlon, Inc. may postpone giving effect to a DemandRegistration for a period of up to 30 days if Revlon, Inc. believessuch registration might have a material adverse effect on any plan orproposal by Revlon, Inc. with respect to any financing, acquisition,recapitalization, reorganization or other material transaction, or ifRevlon, Inc. is in possession of material non-public information that,if publicly disclosed, could result in a material disruption of a majorcorporate development or transaction then pending or in progress or inother material adverse consequences to Revlon, Inc. In addition, theHolders have the right to participate in registrations by Revlon, Inc.of its Class A Common Stock (a "PiggybackRegistration"). The Holders will pay all out-of-pocketexpenses incurred in connection with any Demand Registration. Revlon,Inc. will pay any expenses incurred in connection with a PiggybackRegistration, except for underwriting discounts, commissions andexpenses attributable to the shares of Revlon, Inc.'s Class ACommon Stock sold by such Holders. In connection with the closing ofthe Revlon Exchange Transactions and pursuant to the 2004 InvestmentAgreement, MacAndrews & Forbes Inc. executed a joinder agreementthat provided that MacAndrews & Forbes Inc. would also be a Holderunder the Registration Rights Agreement and that all shares acquired byMacAndrews & Forbes Inc., pursuant to the Debt ReductionTransactions or the 2004 Investment Agreement, are deemed to beregistrable securities under the Registration Rights Agreement.

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For transactions withMacAndrews & Forbes in connection with the 2003 and 2004 loanagreements with MacAndrews & Forbes, the Debt ReductionTransactions, the Revlon Exchange Transactions and the 2004 and 2003Investment Agreements, see Note 9 to the Consolidated FinancialStatements.

Other

Pursuant to a lease dated April 2,1993 (the "Edison Lease"), Revlon Holdingsleased to Products Corporation the Edison research and developmentfacility for a term of up to 10 years with an annual rent of $1.4 andcertain shared operating expenses payable by Products Corporationwhich, together with the annual rent, were not to exceed $2.0 per year.In August 1998, Revlon Holdings sold the Edison facility to anunrelated third party, which assumed substantially all liability forenvironmental claims and compliance costs relating to the Edisonfacility, and in connection with the sale Products Corporationterminated the Edison Lease and entered into a new lease with the newowner. Revlon Holdings agreed to indemnify Products Corporation throughSeptember 1, 2013 (the term of the new lease) to the extent that rentunder the new lease exceeds rent that would have been payable under theterminated Edison Lease had it not been terminated. The net amountsreimbursed by Revlon Holdings to Products Corporation with respect tothe Edison facility for 2004, 2003 and 2002 were $0.3, $1.1 and $0.2,respectively.

During 2004, 2003 and 2002, Products Corporationleased a small amount of space at certain facilities to MacAndrews& Forbes or its affiliates pursuant to occupancy agreements andleases, including space at Products Corporation's New Yorkheadquarters. The rent paid by MacAndrews & Forbes or itsaffiliates to Products Corporation for 2004, 2003 and 2002 was $0.3,$0.3 and $0.3, respectively.

The 2004 Credit Agreement is, andprior to the redemption of all Product Corporation's outstanding12% Senior Secured Notes in July and August 2004, the 12%Senior Secured Notes were, supported by, among other things, guarantiesfrom Revlon, Inc. and, subject to certain limited exceptions, all ofthe domestic subsidiaries of Products Corporation. The obligationsunder such guaranties are and were secured by, among other things, thecapital stock of Products Corporation and, subject to certain limitedexceptions, the capital stock of all of Products Corporation'sdomestic subsidiaries and 66% of the capital stock of ProductsCorporation's and its domestic subsidiaries' first-tierforeign subsidiaries. In connection with the Revlon ExchangeTransactions, on February 11, 2004, Revlon, Inc. entered intosupplemental indentures pursuant to which it agreed to guarantee theobligations of Products Corporation under the indentures governingProducts Corporation's 8 1/8% SeniorNotes, 9% Senior Notes and 8 5/8% SeniorSubordinated Notes. (See "Subsequent Events"in Note 20 to the Consolidated Financial Statements.)

In March2002, prior to the passage of the Sarbanes-Oxley Act of 2002, ProductsCorporation made an advance of $1.8 to Mr. Stahl, the Company'sPresident and CEO, pursuant to his employment agreement, which wasentered into in February 2002, for tax assistance related to a grant ofrestricted stock provided to Mr. Stahl pursuant to such agreement,which loan bears interest at the applicable federal rate. In May 2002,prior to the passage of the Sarbanes-Oxley Act of 2002, ProductsCorporation made an advance of $2.0 to Mr. Stahl pursuant to hisemployment agreement in connection with the purchase of his principalresidence in the New York City metropolitan area, which loan bearsinterest at the applicable federal rate. Mr. Stahl repaid $0.1, $0.1and $0.1 of such loan during 2004, 2003 and 2002, respectively.Pursuant to his employment agreement, Mr. Stahl receives from ProductsCorporation additional compensation payable on a monthly basis equal tothe amount actually paid by him in respect of interest and principal onsuch $2.0 advance, which for 2004, 2003 and 2002 was $0.1, $0.1 and$0.1, respectively. Products Corporation also pays Mr. Stahl a gross upfor any taxes payable by Mr. Stahl as a result of such additionalcompensation, which tax gross up amount was $0.1, $0.1 and $0.1 in2004, 2003 and 2002, respectively.

During 2000, prior to thepassage of the Sarbanes-Oxley Act of 2002, Products Corporation made anadvance of $0.8 to Mr. Douglas Greeff, the Company's formerExecutive Vice President Strategic Finance, pursuant to his employmentagreement, which loan bears interest at the applicable federal rate andwas payable in 5 equal annual installments on each of May 9, 2001,2002, 2003, 2004, and on May 9, 2005. Mr. Greeff repaid $0.2, $0.2 and$0.2 during 2004, 2003 and 2002, respectively. Pursuant to hisemployment agreement, Mr. Greeff was entitled to receive bonuses fromProducts Corporation, payable on each May 

F-44

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9th commencing on May 9, 2001 and ending onMay 9, 2005, in each case equal to the sum of the principal andinterest on the advance repaid in respect of such year by Mr. Greeff,provided that he remained employed by Products Corporation on each suchMay 9th, which bonus installments were paid to Mr. Greeff ineach of May 2004, 2003 and 2002. Pursuant to the terms of Mr.Greeff's separation agreement, as a result of the fact that Mr.Greeff ceased employment in February 2005, Mr. Greeff is scheduled torepay the remaining amount of the 2000 Loan by May 9, 2005 and ProductsCorporation is expected to pay the final bonus installment to Mr.Greeff on or about May 9, 2005.

In February 2002, ProductsCorporation entered into a separation agreement with Mr. Jeffrey M.Nugent, the Company's former President and CEO, pursuant to whichthe parties agreed to an offset of obligations whereby ProductsCorporation canceled Mr. Nugent's obligation to repay principaland interest on a loan in the amount of $0.5 that was made ininstallments of $0.4 in 1999 and $0.1 in 2000 pursuant to Mr.Nugent's employment agreement, in exchange for the cancellationof Products Corporation's obligation to pay Mr. Nugent a specialbonus on January 15, 2003 pursuant to his employment agreement.

During 2004, 2003 and 2002 Products Corporation made payments of$0.4, $0.3 and $0.3, respectively, to Ms. Ellen Barkin (spouse of Mr.Perelman) under a written agreement pursuant to which she providesvoiceover services for certain of the Company's advertisements,which payments were competitive with industry rates for similarlysituated talent.

The law firm of which Mr. Edward Landau was OfCounsel to and from which he retired in February 2003, Wolf, Block,Schorr and Solis-Cohen LLP, did not provide any legal services toProducts Corporation during 2004 or 2003, but did provide such servicesin 2002. It is anticipated that such firm could continue to providesuch services in the future.

During 2004, 2003 and 2002 ProductsCorporation placed advertisements in magazines and other media operatedby Martha Stewart Living Omnimedia, Inc.("MSLO"), which is controlled by Ms. MarthaStewart, who served as MSLO's Founder and Chief Creative Officer.Products Corporation paid MSLO $0.9, $1.9 and $2.5 for such services in2004, 2003 and 2002, respectively, which fees were less than 1%of the Company's estimate of MSLO's consolidated grossrevenues, and less than 1% of the Company's consolidatedgross revenues, for 2004, 2003 and 2002, respectively. ProductsCorporation's decision to place advertisements for its productsin MSLO's magazines and other media was based upon their popularappeal to women and the rates paid were competitive with industry ratesfor similarly situated magazines and media. Ms. Stewart ceased servingas a director in March 2004.

During 2004, 2003 and 2002,Products Corporation obtained advertising, media buying and directmarketing services from various subsidiaries of WPP Group plc("WPP"). Ms. Robinson is employed by one ofWPP's subsidiaries, however, Ms. Robinson is neither an executiveofficer of, nor does she hold any material equity interest in, WPP.Products Corporation paid WPP $0.4, $0.8 and $1.1 for such services in2004, 2003 and 2002, respectively, which fees were less than 1%of the Company's estimate of WPP's consolidated grossrevenues during each such year, and were less than 1% of theCompany's consolidated gross revenues, for 2004, 2003 and 2002,respectively. Products Corporation's decision to engage WPP wasbased upon its professional expertise in understanding the advertisingneeds of the consumer packaged goods industry, as well as its globalpresence in many of the international markets in which ProductsCorporation operates and the rates paid were competitive with industryrates for similarly situated advertising agencies.

ProductsCorporation employed Mr. Perelman's daughter in a marketingposition through June 2004, with compensation paid in each of 2004,2003 and 2002 of less than $0.1.

Products Corporation employedMr. Drapkin's daughter in a marketing position through June 2004,with compensation paid in each of 2004, 2003 and 2002 of less than$0.1.

During 2004 and 2003, Products Corporation paid $1.0 and$0.1, respectively, to a nationally-recognized security servicescompany in which MacAndrews & Forbes has a controlling interest forsecurity officer services. Products Corporation's decision toengage such firm was based upon its expertise in the field of securityservices, and the rates were competitive with industry rates forsimilarly situated security firms.

F-45

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17.    Commitments andContingencies

The Company currently leases manufacturing,executive, including research and development, and sales facilities andvarious types of equipment under operating and capital leaseagreements. Rental expense was $19.4, $27.2 and $27.5 for the yearsended December 31, 2004, 2003 and 2002, respectively. Minimum rentalcommitments under all noncancelable leases, including those pertainingto idled facilities, with remaining lease terms in excess of one yearfrom December 31, 2004 aggregated $151.4, such commitments for each ofthe five years subsequent to December 31, 2004 are $17.1, $16.5, $18.0,$16.8 and $14.8, respectively. Such amounts exclude the minimum rentalsto be received by the Company in the future under noncancelablesubleases of $0.3.

The Company and its subsidiaries aredefendants in litigation and proceedings involving various matters. Inthe opinion of the Company's management, based upon advice of itscounsel handling such litigation and proceedings, adverse outcomes, ifany, will not result in a material effect on the Company'sconsolidated financial condition or results of operations.

TheCompany is involved in various routine legal proceedings incident tothe ordinary course of its business. The Company believes that theoutcome of all pending legal proceedings in the aggregate is unlikelyto have a material adverse effect on the business or consolidatedfinancial condition of the Company. A purported class action lawsuitwas filed on September 27, 2000, in the United States District Courtfor the Southern District of New York on behalf of Dan Gavish, TriciaFontan and Walter Fontan individually and allegedly on behalf of allothers similarly situated who purchased the securities of Revlon, Inc.and REV Holdings Inc. (a Delaware corporation and the predecessor ofREV Holdings) between October 2, 1998 and September 30, 1999 (the"Second Gavish Action"). The complaint,amended by the plaintiffs in November 2001, alleged, among otherthings, that Revlon, Inc., certain of its present and former officersand directors and REV Holdings Inc. violated, among other things, Rule10b-5 under the Securities Exchange Act of 1934, as amended. OnSeptember 29, 2004, the United States District Court for the SouthernDistrict of New York dismissed the Second Gavish Action, withoutprejudice. Revlon, Inc.'s counsel has subsequently received asecond amended complaint. If this matter is pursued, Revlon, Inc.intends to defend it vigorously as the Company believes it is withoutmerit. In light of the settlement of the defendants' insuranceclaim for this matter and the other purported class actions filed in1999 and settled in June 2003, which the Company recorded in the fourthquarter of 2002, the Company does not expect to incur any furtherexpense in this matter.

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18.    Quarterly Results of Operations(Unaudited)

The following is a summary of the unauditedquarterly results ofoperations:

|                                  |  |                            |        |            |  |            |        |            |  |        |        |         |  |        |        |        |  |  |
|----------------------------------|--|----------------------------|--------|------------|--|------------|--------|------------|--|--------|--------|---------|--|--------|--------|--------|--|--|
|                             |  | YearEnded December 31,2004 |
|                             |  | 1stQuarter                 |        | 2ndQuarter |  | 3rdQuarter |        | 4thQuarter |
| Netsales                         |  | $                          | 308.4  |       |  | $          | 316.1  |       |  | $      | 294.4  |    |  | $      | 378.3  |   |
| Grossprofit                      |  |                       | 191.3  |       |  |       | 197.7  |       |  |   | 176.5  |    |  |   | 246.4  |   |
| Net(loss) income(a)              |  |                       | (58.2  | )     |  |       | (38.9  | )     |  |   | (91.6  | )  |  |   | 46.2   |   |
| Basicloss per commonshare:       |  |                       |   |       |  |       |   |       |  |   |   |    |  |   |   |   |
| Net(loss) income per commonshare |  | $                          | (0.63  | )     |  | $          | (0.11  | )     |  | $      | (0.25  | )  |  | $      | 0.12   |   |
| Dilutedloss per commonshare:     |  |                       |   |       |  |       |   |       |  |   |   |    |  |   |   |   |
| Net(loss) income per commonshare |  | $                          | (0.63  | )     |  | $          | (0.11  | )     |  | $      | (0.25  | )  |  | $      | 0.12   |   |
|                                  |

|                              |  |                            |        |             |  |            |        |                 |  |        |        |         |  |        |        |         |  |  |
|------------------------------|--|----------------------------|--------|-------------|--|------------|--------|-----------------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                         |  | YearEnded December 31,2003 |
|                         |  | 1stQuarter                 |        | 2nd Quarter |  | 3rdQuarter |        | 4th Quarter (b) |
| Netsales                     |  | $                          | 292.0  |        |  | $          | 322.3  |            |  | $      | 316.5  |    |  | $      | 368.5  |    |
| Grossprofit                  |  |                       | 180.5  |        |  |       | 197.1  |            |  |   | 189.4  |    |  |   | 231.2  |    |
| Netloss                      |  |                       | (48.7  | )      |  |       | (37.8  | )          |  |   | (54.7  | )  |  |   | (12.6  | )  |
| Basicloss per commonshare:   |  |                       |   |        |  |       |   |            |  |   |   |    |  |   |   |    |
| Netloss per commonshare      |  | $                          | (0.91  | )      |  | $          | (0.68  | )          |  | $      | (0.78  | )  |  | $      | (0.18  | )  |
| Dilutedloss per commonshare: |  |                       |   |        |  |       |   |            |  |   |   |    |  |   |   |    |
| Netloss per commonshare      |  | $                          | (0.91  | )      |  | $          | (0.68  | )          |  | $      | (0.78  | )  |  | $      | (0.18  | )  |
|                              |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | During 2004, the Company incurred $90.7 in losses on the earlyextinguishment of debt consisting of the loss on exchange for equity ofcertain indebtedness in the Revlon Exchange Transactions and fees,expenses, premiums and the write-off of deferred financing costsrelated to the Revlon Exchange Transactions, the tender for andredemption of the 12% Senior Secured Notes and the repayment ofthe 2001 Credit Agreement. |

|     |                                                                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | During2003 the Company recorded expenses of approximately $31 related to theimplementation of the stabilization and growth phase of theCompany's plan. |

19.    Geographic, Financial andOther Information

The Company manages its business on the basisof one reportable operating segment. See Note 1 for a brief descriptionof the Company's business. As of December 31, 2004, the Companyhad operations established in 16 countries outside of the U.S. and itsproducts are sold throughout the world. The Company's results ofoperations and the value of its foreign assets and liabilities may beadversely affected by, among other things, weak economic conditions,political uncertainties, military actions, terrorist activities,adverse currency fluctuations, competitive activities and changes inconsumer purchasing habits, including with respect to shoppingchannels. Net sales by geographic area are presented by attributingrevenues from external customers on the basis of where the products aresold. During 2004, 2003 and 2002, Wal-Mart and its affiliates worldwideaccounted for approximately 21.0%, 20.6% and22.5%, respectively, of the Company's consolidated netsales. The Company expects that Wal-Mart and a small number of othercustomers will, in the aggregate, continue to account for a largeportion of the Company's net sales. Although the loss of Wal-Martor one or more of the Company's other customers that may accountfor a significant portion of the Company's sales, or anysignificant decrease in sales to these customers or any significantdecrease in retail display space in any of these customers'stores, could have a material adverse effect on the Company'sbusiness, financial condition or results of operations, the Company hasno reason to believe that any such loss of customer or decrease insales will occur.

F-47

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|                        |  |                       |         |        |  |        |         |        |  |        |         |        |  |  |  |  |  |  |
|------------------------|--|-----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|--|--|--|--|
|                   |  | YearEnded December31, |         |
|                   |  | 2004                  |         | 2003   |  | 2002   |         |
| **GeographicAreas:**   |  |
| Netsales:              |  |
| UnitedStates           |  | $                     | 792.7   |   |  | $      | 837.0   |   |  | $      | 716.1   |   |  |
| Canada                 |  |                  | 63.0    |   |  |   | 53.6    |   |  |   | 44.0    |   |  |
| UnitedStates andCanada |  |                  | 855.7   |   |  |   | 890.6   |   |  |   | 760.1   |   |  |
| International          |  |                  | 441.5   |   |  |   | 408.7   |   |  |   | 359.3   |   |  |
|                   |  | $                     | 1,297.2 |   |  | $      | 1,299.3 |   |  | $      | 1,119.4 |   |  |
|                        |

|                        |  |             |       |        |  |        |       |        |  |        |       |        |  |  |  |  |  |  |
|------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|--|--|--|--|
|                   |  | December31, |       |
|                   |  | 2004        |       | 2003   |  | 2002   |       |
| Long-livedassets:      |  |
| UnitedStates           |  | $           | 371.3 |   |  | $      | 392.9 |   |  | $      | 387.8 |   |  |
| Canada                 |  |        | 4.2   |   |  |   | 3.9   |   |  |   | 3.5   |   |  |
| UnitedStates andCanada |  |        | 375.5 |   |  |   | 396.8 |   |  |   | 391.3 |   |  |
| International          |  |        | 79.2  |   |  |   | 79.8  |   |  |   | 74.6  |   |  |
|                   |  | $           | 454.7 |   |  | $      | 476.6 |   |  | $      | 465.9 |   |  |
|                        |

|                                    |  |                       |         |        |  |        |         |        |  |        |         |        |  |  |  |  |  |  |
|------------------------------------|--|-----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|--|--|--|--|
|                               |  | YearEnded December31, |         |
|                               |  | 2004                  |         | 2003   |  | 2002   |         |
| **Classesof Similar Products:**    |  |
| Netsales:                          |  |
| Cosmetics, skin care andfragrances |  | $                     | 874.7   |   |  | $      | 872.4   |   |  | $      | 723.9   |   |  |
| Personalcare                       |  |                  | 422.5   |   |  |   | 426.9   |   |  |   | 395.5   |   |  |
|                               |  | $                     | 1,297.2 |   |  | $      | 1,299.3 |   |  | $      | 1,119.4 |   |  |
|                                    |

20.    SubsequentEvents (Unaudited)

On March 11, 2005, Products Corporationentered into, and on March 16, 2005 consummated the transactionscontemplated by, a Purchase Agreement (the "PurchaseAgreement") with certain initial purchasers (the"Initial Purchasers") for the sale of $310aggregate principal amount of its 91⁄2% Senior Notes due2011 (the "91⁄2% Senior Notes").On March 16, 2005, Revlon, Inc. issued a press release announcing thatProducts Corporation had completed its previously announced offering of$310 aggregate principal amount of the 91⁄2% Senior Notes.The offering and the related transactions extended the maturities ofProducts Corporation's debt that would have otherwise been due in2006 and reduced, in part, Products Corporation's exposure tofloating rate debt.

Concurrently with the sale of the91⁄2% Senior Notes, Revlon, Inc. on March 16, 2005 alsoannounced that on April 15, 2005 Products Corporation will redeem allof the $116.2 aggregate principal amount outstanding of its8 1/8% Senior Notes and all of the $75.5aggregate principal amount outstanding of its 9% Senior Notesand that it has effected a covenant defeasance of its8 1/8% Senior Notes and 9% Senior Notesby (i) mailing on March 16, 2005 irrevocable notices of redemption withrespect to such notes, and (ii) irrevocably depositing on March 16,2005 in trust with the trustee under the indentures an amountsufficient to redeem such notes. Revlon, Inc. also indicated thatProducts Corporation used a portion of the proceeds from the offering(i) to prepay $100 of indebtedness outstanding under the Term LoanFacility of its 2004 Credit Agreement, together with accrued interestand the $5.0 prepayment fee associated with such prepayment, and (ii)to pay a portion of the fees and expenses incurred in connection withthe transactions described above (such transactions being referred toas the "2005 Refinancing Transactions").

The 91⁄2% Senior Notes were issued by ProductsCorporation pursuant to an indenture, dated as of March 16, 2005 (the"91⁄2% Senior Notes Indenture"),by and between Products Corporation and U.S. 

F-48

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Bank National Association, as trustee.Pursuant to the terms of the 91⁄2% Senior Notes Indenture,the 91⁄2% Senior Notes are senior unsecured debt ofProducts Corporation equal in right of payment with any of ProductsCorporation's present and future senior indebtedness. The91⁄2% Senior Notes bear interest at an annual rate of91⁄2%, which will be payable on April 1 and October 1 ofeach year, commencing on October 1, 2005. The 91⁄2% SeniorNotes Indenture provides that Products Corporation may redeem the91⁄2% Senior Notes at its option in whole or in part at anytime on or after April 1, 2008, at the redemption prices set forth inthe 91⁄2% Senior Notes Indenture. In addition, at any timeprior to April 1, 2008, Products Corporation is entitled to redeem upto 35% of the aggregate principal amount of the91⁄2% Senior Notes at a redemption price of 109.5%of the principal amount thereof, plus accrued and unpaid interest, ifany, thereon to the date fixed for redemption, with, and, to the extentactually received, the net cash proceeds of one or more public equityofferings, provided that at least 65% of the aggregate principalamount of the 91⁄2% Senior Notes originally issued remainsoutstanding immediately after giving effect to such redemption. Inaddition, the 91⁄2% Senior Notes Indenture provides thatProducts Corporation is entitled to redeem the 91⁄2% SeniorNotes at any time or from time to time prior to April 1, 2008, at aredemption price per note equal to the sum of (1) the then outstandingprincipal amount thereof, plus (2) accrued and unpaid interest (if any)to the date of redemption, plus (3) the greater of (i) 1.0% ofthe then outstanding principal amount of such note at such time and(ii) the excess of (A) the present value at such redemption date of (1)the redemption price of such note on April 1, 2008 (exclusive of anyaccrued interest) plus (2) all required remaining scheduled interestpayments due on such note through April 1, 2008, computed using adiscount rate equal to the applicable treasury rate plus 75 basispoints, over (B) the then outstanding principal amount of such note atsuch time. Pursuant to the 91⁄2% Senior Notes Indenture,upon a change of control (as defined in the 91⁄2% SeniorNotes Indenture), each holder of the 91⁄2% Senior Notes hasthe right to require Products Corporation to make an offer torepurchase all or a portion of such holder's 91⁄2%Senior Notes at a price equal to 101% of the principal amount ofsuch holder's 91⁄2% Senior Notes plus accruedinterest.

The 91⁄2% Senior Notes Indenture containscovenants which, subject to certain exceptions, limit the ability ofProducts Corporation and its subsidiaries to, among other things, incuradditional indebtedness, pay dividends on or redeem or repurchasestock, engage in certain asset sales, make certain types of investmentsand other restricted payments, engage in transactions with affiliates,restrict dividends or payments from subsidiaries and create liens ontheir assets. The 91⁄2% Senior Notes Indenture containscustomary events of default.

In connection with the issuance ofthe 91⁄2% Senior Notes, on March 16, 2005, ProductsCorporation entered into a Registration Agreement (the"91⁄2% Senior Notes RegistrationAgreement") with the Initial Purchasers for the benefit ofholders of the 91⁄2% Senior Notes. Pursuant to the91⁄2% Senior Notes Registration Agreement, among otherthings, Products Corporation agreed that it will, at its cost, (i) bythe 90th day after the closing of the offering of the 91⁄2%Senior Notes (or June 14, 2005), file a registration statement with theCommission with respect to a registered offer to exchange the91⁄2% Senior Notes for exchange notes (the"91⁄2% Exchange Notes"), whichwill have terms substantially identical in all material respects to the91⁄2% Senior Notes (except that the 91⁄2%Exchange Notes will not contain terms with respect to registrationrights, transfer restrictions and interest rate increases) and (ii) bythe 180th day after the closing of the offering of the91⁄2% Senior Notes (or September 12, 2005), use its bestefforts to cause the exchange offer registration statement to bedeclared effective under the Securities Act of 1933, as amended (the"Securities Act"). Products Corporationagreed to keep the exchange offer open for not less than 30 days (orlonger if required by applicable law) after the date notice of theexchange offer is mailed to the holders of the 91⁄2% SeniorNotes. In addition, Products Corporation agreed that, in the event thatapplicable interpretations of the staff of the Commission do not permitProducts Corporation to effect such an exchange offer, or if for anyother reason the exchange offer is not consummated by the 210th dayafter the closing of the offering of the 91⁄2% Senior Notes(or October 12, 2005), it will, at its cost, (a) as promptly aspracticable, file a shelf registration statement covering resales ofthe 91⁄2% Senior Notes, (b) use its best efforts to causethe shelf registration statement to be declared effective under theSecurities Act and (c) use its best efforts to keep effective the shelfregistration statement until two years after its effective date.Products Corporation also agreed that, if by the 90th day following theclosing of the offering of the 91⁄2% Senior Notes (or June14, 2005), a registration statement has not been filed with

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the Commission with respect to the exchangeoffer or the resale of the 91⁄2% Senior Notes, the rate perannum at which the 91⁄2% Senior Notes bear interest willincrease by 0.5% from and including such date, until butexcluding the earlier of (i) the date such registration statement isfiled and (ii) the 210th day after the closing of the offering of the91⁄2% Senior Notes (or October 12, 2005); and if by suchdate neither (i) the exchange offer is consummated nor (ii) the shelfregistration statement is declared effective, the rate per annum atwhich the 91⁄2% Senior Notes bear interest will increase by0.5% from and including such date, until but excluding theearlier of (i) the consummation of the exchange offer and (ii) theeffective date of a shelf registrationstatement.

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ScheduleII

REVLON, INC. AND SUBSIDIARIES VALUATION AND QUALIFYINGACCOUNTS Years Ended December 31, 2004, 2003 and 2002 (dollarsin millions)

|                                                 |  |                            |        |                            |  |                 |      |                      |  |   |       |            |  |   |      |        |  |  |
|-------------------------------------------------|--|----------------------------|--------|----------------------------|--|-----------------|------|----------------------|--|---|-------|------------|--|---|------|--------|--|--|
|                                            |  | Balanceat Beginningof Year |        | Charged to CostandExpenses |  | OtherDeductions |      | Balance atEndof Year |
| **Year ended December31, 2004:**                |  |
| Applied against assetaccounts:                  |  |
| Allowance for doubtfulaccounts                  |  | $                          | 7.7    |                       |  | $               | (1.6 | )               |  | $ | (0.5  | )(1)  |  | $ | 5.6  |   |
| Allowance forvolume and early payment discounts |  | $                          | 11.7   |                       |  | $               | 47.4 |                 |  | $ | (45.7 | )(2)  |  | $ | 13.4 |   |
| **Year ended December 31,2003:**                |  |
| Applied against assetaccounts:                  |  |
| Allowance for doubtfulaccounts                  |  | $                          | 15.8   |                       |  | $               | 3.2  |                 |  | $ | (11.3 | )(1)  |  | $ | 7.7  |   |
| Allowancefor volume and early payment discounts |  | $                          | 8.2    |                       |  | $               | 40.4 |                 |  | $ | (36.9 | )(2)  |  | $ | 11.7 |   |
|                                            |  |                       |   |                       |  |
| **Year endedDecember 31, 2002:**                |  |
| Applied againstasset accounts:                  |  |
| Allowance for doubtfulaccounts                  |  | $                          | 8.3    |                       |  | $               | 9.5  |                 |  | $ | (2.0  | )(1)  |  | $ | 15.8 |   |
| Allowancefor volume and early payment discounts |  | $                          | 7.1    |                       |  | $               | 31.7 |                 |  | $ | (30.6 | )(2)  |  | $ | 8.2  |   |
|                                                 |

|  |
|--|
|  |  |
|  |

|  |        |
|--|--------|
|  | Notes: |

|     |                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------|
| (1) | Doubtful accounts written off, less recoveries,reclassifications and foreign currency translationadjustments. |

|     |                                                                                |
|-----|--------------------------------------------------------------------------------|
| (2) | Discounts taken,reclassifications and foreign currency translationadjustments. |

F-51

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

Revlon, Inc. (Registrant)

|                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                  |  |  |  |  |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
| By:   /s/Jack L. Stahl                                                                                                                                                                                                    |  | By:   /s/ Thomas E.McGuire                                                                                                                                                                                                                                                                                                                        |  | By:   /s/ John F. Matsen,Jr.                                                                                                                                                                                                                                                      |
|                                                      |  |                                                                                              |  |                                                  |
|             JackL. Stahl            President, ChiefExecutive            Officer andDirector                                         |  |             Thomas E.McGuire            ExecutiveVice            President and            ChiefFinancial Officer |  |             John F. Matsen,Jr.            Senior VicePresident            and CorporateController            |
|                                                                                                                                                                                                                                                                                                                          |

Dated: April 12,2005

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed by the followingpersons on behalf of the Registrant on April 12, 2005 and in thecapacitiesindicated.

|                        |  |                                               |
|------------------------|--|-----------------------------------------------|
| Signature              |  | Title                                         |
|                        |
| *                      |  | Chairman of the Board andDirector             |
|                        |
| (RonaldO. Perelman)    |
|                        |
| *                      |  | Director                                      |
|                        |
| (HowardGittis)         |
|                        |
| *                      |  | Director                                      |
|                        |
| (Donald G.Drapkin)     |
|                        |
| /s/ Jack L.Stahl       |  | President, ChiefExecutive Officer andDirector |
|                        |
| (Jack L. Stahl)        |
|                        |
| *                      |  | Director                                      |
|                        |
| (Alan S.Bernikow)      |
|                        |
| *                      |  | Director                                      |
|                        |
| (Paul J.Bohan)         |
|                        |
| *                      |  | Director                                      |
|                        |
| (MeyerFeldberg)        |
|                        |
| *                      |  | Director                                      |
|                        |
| (Edward J.Landau)      |
|                        |
| *                      |  | Director                                      |
|                        |
| (Linda GosdenRobinson) |
|                        |
| *                      |  | Director                                      |
|                        |
| (Kenneth L.Wolfe)      |
|                        |

|         |                                                                                                                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *  | RobertK. Kretzman, by signing his name hereto, does hereby sign this reporton behalf of the directors of the registrant after whose typed namesasterisks appear, pursuant to powers of attorney duly executed by suchdirectors and filed with the Securities and Exchange Commission. |

By:   /s/ Robert K. Kretzman

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Robert K. KretzmanAttorney-in-fact

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