##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  Form 10-K
  (Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to     REVLON,
    INC.
   DELAWARE

13-3662955(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)237 Park Avenue, New York, New York

10017(Address of principal executive offices)

(Zip Code)   Registrants telephone number, including area code:
    (212) 527-4000
  Securities registered pursuant to Section 12(b) or 12(g)
    of the Act:
  Title of each class

Name of each exchange on which
    registeredClass A Common Stock

New York Stock Exchange    o x
   o x
   x o
  Regulation S-K   Form 10-K Form 10-K. x
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer x
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2
 o x
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Portions of Revlon, Inc.s definitive Proxy Statement to
    be delivered to shareholders in connection with its Annual
    Meeting of Stockholders to be held on or about June 4, 2009
    are incorporated by reference into Part III of this
    Form 10-K.




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##### 





Revlon,
    Inc. and Subsidiaries
   Form 10-K
   For the
    Year Ended December 31, 2008
   Table of
    Contents
   
 PagePART IItem 1.


Business


2Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security Holders


23PART IIItem 5.


Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


24Item 6.


Selected Financial Data


25Item 7.


Managements Discussion and Analysis of Financial Condition and Results of Operations


27Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


51Item 8.


Financial Statements and Supplementary Data


53Item 9.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


53Item 9A.


Controls and Procedures


53Item 9B.


Other Information


54PART IIIItem 10.


Directors and Executive Officers of the Registrant


60Item 11.


Executive Compensation


60Item 12.


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


60Item 13.


Certain Relationships and Related Transactions


60Item 14.


Principal Accounting Fees and Services


60PART IVItem 15.


Exhibits and Financial Statement Schedules


62Index to Consolidated Financial Statements and Schedules


F-1Report of Independent Registered Public Accounting Firm(Consolidated Financial Statements)


F-2Report of Independent Registered Public Accounting Firm (Internal Control Over Financial Reporting)


F-3Financial Statements


F-4Financial Statement Schedule


F-61SignaturesCertificationsExhibitsEX-10.7: FORM OF NONQUALIFIED STOCK OPTION AGREEMENTEX-10.8: FORM OF RESTRICTED STOCK AGREEMENTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF KPMG LLPEX-24.1: POWER OF ATTORNEY EXECUTED BY RONALD O. PERELMANEX-24.2: POWER OF ATTORNEY EXECUTED BY BARRY F. SCHWARTZEX-24.3: POWER OF ATTORNEY EXECUTED BY ALAN S. BERNIKOWEX-24.4: POWER OF ATTORNEY EXECUTED BY PAUL J. BOHANEX-24.5: POWER OF ATTORNEY EXECUTED BY MEYER FELDBERGEX-24.6: POWER OF ATTORNEY EXECUTED BY DEBRA L. LEEEX-24.7: POWER OF ATTORNEY EXECUTED BY TAMARA MELLONEX-24.8: POWER OF ATTORNEY EXECUTED BY KATHI P. SEIFERTEX-24.9: POWER OF ATTORNEY EXECUTED BY KENNETH L. WOLFEEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.1: AUDIT COMMITTEE PRE-APPROVAL POLICY   1




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##### Table of Contents



PART I  Item 1.
    Business  Background
      Revlon Revlon
    ColorStay Revlon Super Lustrous Revlon
    Age Defying Almay Almay Intense i-Color Almay Smart Shade Revlon
    ColorSilk Revlon Charlie Jean Naté Ultima II Gatineau Mitchum
      The
    Companys Business Strategy
    
    Building and leveraging our strong brands.  We
    are building and leveraging our brands, particularly the
    Revlonbrand, across the categories in which we compete.
    In addition to Revlonand Almay brand color
    cosmetics, we are seeking to drive growth in other beauty care
    categories, including womens hair color, beauty tools,
    anti-perspirants/deodorants and skincare.    
    Improving the execution of our strategies and plans and
    providing for continued improvement in our organizational
    capability through enabling and developing our
    employees.  We continue to build our
    organizational capability primarily through a focus on
    recruitment and 2




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retention of skilled people, providing opportunities for
    professional development, as well as new and expanded
    responsibilities and roles for employees who have demonstrated
    capability and rewarding our employees for success.  
    Continuing to strengthen our international
    business.  We continue to focus on improving our
    operating performance in our international business.
    Improving our operating profit margins and cash
    flow.  We are focused on improving our financial
    performance through steady improvement in operating profit
    margins and cash flow generation.
    Continuing to improve our capital
    structure.  We are focused on strengthening our
    balance sheet and reducing debt over time.  Significant
    Transactions Recently Completed
  November
    2008  Extension of the maturity of the
    MacAndrews & Forbes Senior Subordinated Term
    Loan
    September
    2008 
    1-for-10
    Reverse Stock Split
  1-for-10
  July
    2008  Sale of Bozzano and Partial Paydown of
    MacAndrews & Forbes Senior Subordinated Term
    Loan
    April
    2008 and September 2007  Interest Rate Swap
    Transactions
   3




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February
    2008  Refinancing of the
    85/8% Senior
    Subordinated Notes
  5 8 5 8 5 8
  Recent
    Developments
  Senior
    Management Changes
    Recent
    Debt Reduction Transactions
    Products
    ANTI-PERSPIRANTS/COSMETICS

HAIR

BEAUTY TOOLS

FRAGRANCE

DEODORANTS

SKINCARERevlon

Revlon ColorSilk

Revlon

Charlie

Mitchum

GatineauAlmay





Jean Naté



Ultima II
   Cosmetics  Revlon: Revlon
  Revlon Revlon Age Defying Botafirm Revlon Age Defying Spa
 4




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Revlon ColorStay SoftFlex Revlon ColorStay Revlon Beyond Natural
  Revlon Revlon Super Lustrous LiquiSilk ColorStay Soft &
    Smooth SoftFlex ColorStay Overtime ColorStay Overtime Sheer ColorStay Mineral Revlon
  Revlon Fabulash Lash Fantasy Total Definition Revlon Luxurious Color Revlon Luxurious
    Color Revlon ColorStay 12-Hour Revlon Matte
  Revlon
  Cosmetics  Almay: Almay Almay
  Almay Pure Blends
  Almay Smart Shade Almay Almay
    TLC Truly Lasting Color
  Almay Intense i-Color Almay Bright Eyes Collection Almay Almay One Coat Almay Triple Effect Almay
  Hair: Revlon
    ColorSilk
 5




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Beauty Tools: Revlon Revlon Revlon Revlon Pedi-Expert
  Fragrances: Charlie Jean Naté
  Anti-perspirants/deodorants: Mitchum
  Skincare: Gatineau Ultima II
  Marketing
      Revlon Almay Mitchum
  New
    Product Development and Research and Development
    .
 6




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Manufacturing
    and Related Operations and Raw Materials
  and/or
    Distribution
    United States.
    International.
 7




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Customers
  and/or
  Competition
    
    developing quality products with innovative performance
    features, shades, finishes, components and packaging;
    educating consumers on the brands product benefits;
    anticipating and responding to changing consumer demands in a
    timely manner, including the timing of new product introductions
    and line extensions;
    offering attractively priced products relative to the product
    benefits provided;
    maintaining favorable brand recognition;
    generating competitive margins and inventory turns for its
    retail customers by providing relevant products and executing
    effective pricing, incentive and promotion programs;
    ensuring product availability through effective planning and
    replenishment collaboration with retailers;
    providing strong and effective advertising, marketing, promotion
    and merchandising support;
    maintaining an effective sales force; and
    obtaining sufficient retail floor space, optimal in-store
    positioning and effective presentation of its products at retail.  and/or
  Patents,
    Trademarks and Proprietary Technology
  Revlon ColorStay Revlon Age Defying Botafirm Super Lustrous Almay Almay
 8




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Smart Shade Mitchum Charlie Jean
    Naté Revlon ColorSilk Gatineau Ultima II
  Revlon ColorStay Revlon ColorStay Soft & Smooth Revlon ColorStay Revlon
    Age Defying Revlon Beyond Natural Revlon Beyond Natural Fabulash Revlon Almay Smart Shade Almay One Coat Almay Triple Effect Mitchum Revlon Pedi-Expert
    Government
    Regulation
    Industry
    Segments, Foreign and Domestic Operations
    Employees
    Available
    Information
  1-800-SEC-0330. http://www.sec.gov. Form 10-K, Form 10-Q, Form 8-K, http://www.revloninc.com
 9




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##### Table of Contents



Item 1A.
    Risk
    Factors    Revlon, Inc. is a holding company with no business operations
    of its own and is dependent on its subsidiaries to pay certain
    expenses and dividends. In addition, shares of the capital stock
    of Products Corporation, Revlon, Inc.s wholly-owned
    operating subsidiary, are pledged by Revlon, Inc. to secure its
    obligations under the 2006 Credit Agreements.
    1 2
    Products Corporations substantial indebtedness could
    adversely affect the Companys operations and flexibility
    and Products Corporations ability to service its debt.
  1 2
   10




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
    limit the Companys ability to fund (including by obtaining
    additional financing) the costs and expenses of the execution of
    the Companys business strategy, future working capital,
    capital expenditures, advertising or promotional expenses, new
    product development costs, purchases and reconfigurations of
    wall displays, acquisitions, investments, restructuring programs
    and other general corporate requirements;
    require the Company to dedicate a substantial portion of its
    cash flow from operations to payments on Products
    Corporations indebtedness, thereby reducing the
    availability of the Companys cash flow for the execution
    of the Companys business strategy and for other general
    corporate purposes;
    place the Company at a competitive disadvantage compared to its
    competitors that have less debt;
    limit the Companys flexibility in responding to changes in
    its business and the industry in which it operates; and
    make the Company more vulnerable in the event of adverse
    economic conditions or a downturn in its business.  1 2
  Products Corporations ability to pay the principal of
    its indebtedness depends on many factors.
  1 2 1 2 and/or and/or
  1 2
 11




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and/or
  Restrictions and covenants in Products Corporations
    debt agreements limit its ability to take certain actions and
    impose consequences in the event of failure to comply.
  1 2
  
    borrow money;
    use assets as security in other borrowings or transactions;
    pay dividends on stock or purchase stock;
    sell assets;
    enter into certain transactions with affiliates; and
    make certain investments.    1 2 1 2
  1 2 1 2 1 2
 12




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and/or
  and/or
  1 2 1 2
  and/or and/or 1 2
  Limits on Products Corporations borrowing capacity
    under the 2006 Revolving Credit Facility may affect the
    Companys ability to finance its operations.
       13




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and/or
    and/or
  A substantial portion of Products Corporations
    indebtedness is subject to floating interest rates.
    2-year 2-year
 14




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and/or
  The Company depends on its Oxford, North Carolina facility
    for production of a substantial portion of its products.
    Disruptions to this facility, or at other third party facilities
    at which the Companys products are manufactured, could
    affect the Companys business, financial condition
    and/or
    results of operations.
  and/or
  The Companys new product introductions may not be as
    successful as the Company anticipates, which could have a
    material adverse effect on the Companys business,
    financial condition
    and/or
    results of operations.
    
    the acceptance of the new product launches by, and sales of such
    new products to, the Companys retail customers may not be
    as high as the Company anticipates; 15




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
    the Companys advertising and marketing strategies for its
    new products may be less effective than planned and may fail to
    effectively reach the targeted consumer base or engender the
    desired consumption;
    the rate of purchases by the Companys consumers may not be
    as high as the Company anticipates;
    the Companys wall displays to showcase the new products
    may fail to achieve their intended effects;
    the Company may experience out-of-stocks
    and/or
    product returns exceeding its expectations as a result of its
    new product launches or reductions in retail display space;
    the Company may incur costs exceeding its expectations as a
    result of the continued development and launch of new products,
    including, for example, advertising and promotional expenses,
    sales return expenses or other costs related to launching new
    products;
    the Company may experience a decrease in sales of certain of the
    Companys existing products as a result of newly-launched
    products;
    the Companys product pricing strategies for new product
    launches may not be accepted by its retail customers
    and/or its
    consumers, which may result in the Companys sales being
    less than it anticipates; and
    any delays or difficulties impacting the Companys ability,
    or the ability of the Companys suppliers to timely
    manufacture, distribute and ship products, displays or display
    walls in connection with launching new products, such as due to
    inclement weather conditions or those delays or difficulties
    discussed under The Company depends on its Oxford, North
    Carolina facility for production of a substantial portion of its
    products. Disruptions to this facility, or at other third party
    facilities at which the Companys products are
    manufactured, could affect the Companys business,
    financial condition
    and/or
    results of operations could affect the Companys
    ability to ship and deliver products to meet its retail
    customers reset deadlines.  and/or
  The Companys ability to service its debt and meet its
    cash requirements depends on many factors, including achieving
    anticipated levels of revenue and expenses. If such revenue or
    expense levels prove to be other than as anticipated, the
    Company may be unable to meet its cash requirements or Products
    Corporation may be unable to meet the requirements of the
    financial covenants under the 2006 Credit Agreements, which
    could have a material adverse effect on the Companys
    business, financial condition
    and/or
    results of operations.
    and/or
 16




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
    delaying the implementation of or revising certain aspects of
    the Companys business strategy;
    reducing or delaying purchases of wall displays or advertising
    or promotional expenses;
    reducing or delaying capital spending;
    delaying, reducing or revising the Companys restructuring
    plans;
    refinancing Products Corporations indebtedness;
    selling assets or operations;
    seeking additional capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties;
    selling additional Revlon, Inc. equity or debt securities or
    debt securities of Revlon, Inc. or Products Corporation; or
    reducing other discretionary spending.  and/or and/or and/or
    Economic conditions and the volatility in the financial
    markets could have a material adverse effect on the
    Companys business, financial condition
    and/or
    results of operations or on the financial condition of its
    customers and suppliers.
  and/or and/or and/or
 17




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The Company depends on a limited number of customers for a
    large portion of its net sales and the loss of one or more of
    these customers could reduce the Companys net sales and
    have a material adverse effect on the Companys business,
    financial condition
    and/or
    results of operations.
    and/or
  Declines in the financial markets will result in increased
    pension expense and increased cash contributions to the
    Companys pension plans.
  and/or
  The Company may be unable to increase its sales through the
    Companys primary distribution channels, which could have a
    material adverse effect on the Companys business,
    financial condition
    and/or
    results of operations.
  and/or and/or
  Competition in the cosmetics and beauty care products
    business could materially adversely affect the Companys
    net sales and its share of the mass retail channel and could
    have an adverse effect on the Companys business, financial
    condition
    and/or
    results of operations.
    
    developing quality products with innovative performance
    features, shades, finishes and packaging; 18




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
    educating consumers on the Companys product benefits;
    anticipating and responding to changing consumer demands in a
    timely manner, including the timing of new product introductions
    and line extensions;
    offering attractively priced products, relative to the product
    benefits provided;
    maintaining favorable brand recognition;
    generating competitive margins and inventory turns for the
    Companys retail customers by providing relevant products
    and executing effective pricing, incentive and promotion
    programs;
    ensuring product availability through effective planning and
    replenishment collaboration with retailers;
    providing strong and effective advertising, marketing, promotion
    and merchandising support;
    maintaining an effective sales force; and
    obtaining and retaining sufficient retail display space, optimal
    in-store positioning and effective presentation of the
    Companys products at retail.  Revlon Almay
    and/or and/or and/or
  The Companys foreign operations are subject to a
    variety of social, political and economic risks and have been,
    and are expected to continue to be affected by foreign currency
    fluctuation, which could adversely affect the results of the
    Companys business, financial condition
    and/or
    results of operations and the value of its foreign assets.
   19




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Terrorist attacks, acts of war or military actions may
    adversely affect the markets in which the Company operates and
    the Companys business, financial condition
    and/or
    results of operations.
  and/or
  The Companys products are subject to federal, state and
    international regulations that could adversely affect the
    Companys business, financial condition
    and/or
    results of operations.
  and/or
  Shares of Revlon, Inc. Class A Common Stock and Products
    Corporations capital stock are pledged to secure various
    of Revlon, Inc.s
    and/or other
    of the Companys affiliates obligations and
    foreclosure upon these shares or dispositions of shares could
    result in the acceleration of debt under the 2006 Credit
    Agreements and could have other consequences.
   20




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1 2 1 2 1 2
  1 2 and/or and/or
  MacAndrews & Forbes has the power to direct and
    control the Companys business.
    Delaware law, provisions of the Companys governing
    documents and the fact that the Company is a controlled company
    could make a third-party acquisition of the Company
    difficult.
     21




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Future sales or issuances of Common Stock or the
    Companys issuance of other equity securities may depress
    the Companys stock price or dilute existing
    stockholders.
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateLocation

Use

Floor Space Sq. Ft.Oxford, North Carolina

Manufacturing, warehousing, distribution and
    office(a)


1,012,000Mississauga, Canada

Warehousing, distribution and office (leased)


195,000Caracas, Venezuela

Manufacturing, distribution and office


145,000Canberra, Australia

Warehousing, distribution and office (leased)


125,000Edison, New Jersey

Research and office (leased)


123,000Rietfontein, South Africa

Warehousing, distribution and office (leased)


120,000Isando, South Africa

Manufacturing, warehousing, distribution and office


94,000Stone, United Kingdom

Warehousing and distribution (leased)


92,000   (a)
    
    Property subject to liens under the 2006 Credit Agreements. 22




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Item 3.
    Legal
    Proceedings  and/or
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   23




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      1 2
  1-for-10
  Year Ended December 31,
    2008(a)1st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
11.80


$
9.90


$
14.85


$
13.58Low


9.10



8.00



6.90



6.02   Year Ended December 31,
    2007(a)1st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
14.90


$
14.60


$
13.80


$
12.60Low


10.50



10.40



10.30



10.00   (a)
    
    Represents the closing price per
    share of Revlon, Inc.s Class A Common Stock on the
    NYSE consolidated tape, as adjusted for the September 2008
    1-for-10
    Reverse Stock Split. The Companys stock trading symbol is
    REV.   24




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Item 6.
    Selected
    Financial Data    1-for-10
  Year Ended December 31,(in millions, except per share amounts)2008(a)


2007(b)


2006(c)


2005(d)


2004Statement of Operations Data:Net sales

$
1,346.8


$
1,367.1


$
1,298.7


$
1,303.5


$
1,276.2Gross profit


855.9



861.4



771.0



810.5



801.8Selling, general and administrative expenses


709.3



735.7



795.6



746.3



710.1Restructuring costs and other, net


(8.4
)


7.3



27.4



1.5



5.8Operating income (loss)


155.0



118.4



(52.0
)


62.7



85.9Interest Expense


119.7



135.6



147.7



129.5



130.6Loss on early extinguishment of debt


0.7



0.1



23.5



9.0(e
)


90.7(f
)Income (loss) from continuing operations


13.1



(19.0
)


(252.1
)


(85.3
)


(152.3
)Income from discontinued operations


44.8



2.9



0.8



1.6



9.8Net income (loss)


57.9



(16.1
)


(251.3
)


(83.7
)


(142.5
)Basic income (loss) per common share:Continuing operations


0.26



(0.38
)


(6.04
)


(2.21
)


(4.87
)Discontinued operations


0.87



0.06



0.02



0.04



0.31Net income (loss)

$
1.13


$
(0.32
)

$
(6.03
)

$
(2.17
)

$
(4.56
)Diluted income (loss) per common share:Continuing operations


0.26



(0.38
)


(6.04
)


(2.21
)


(4.87
)Discontinued operations


0.87



0.06



0.02



0.04



0.31Net income (loss)

$
1.13


$
(0.32
)

$
(6.03
)

$
(2.17
)

$
(4.56
)Weighted average number of common shares outstanding (in
    millions)(g):Basic


51.2



50.4



41.7



38.6



31.3Diluted


51.3



50.4



41.7



38.6



31.3Year Ended December 31,(in millions)2008(a)


2007(b)


2006(c)


2005(d)


2004Balance Sheet Data:Total assets

$
813.4


$
889.3


$
931.9


$
1,043.7


$
1,000.5Total indebtedness


1,329.6



1,440.6



1,506.9



1,418.4



1,355.3Total stockholders deficiency


(1,112.8
)


(1,082.0
)


(1,229.8
)


(1,095.9
)


(1,019.9
)  25




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(a)
    
    Results for 2008 include a
    $5.9 million gain from the sale of a non-core trademark
    during the first quarter of 2008, and a $4.3 million gain
    related to the sale of the Mexico facility (which is comprised
    of a $7.0 million gain on the sale, partially offset by
    related restructuring charges of $1.1 million,
    $1.2 million of SG&A and cost of sales and
    $0.4 million of taxes). In addition, results for 2008 also
    include restructuring charges of approximately
    $3.8 million, of which $0.8 million related to a
    restructuring in Canada, $2.9 million related to the
    Companys realignment of certain functions within customer
    business development, information management and administrative
    services in the U.S. and $0.1 million related to other
    various restructurings. The results of discontinued operations
    for 2008 included a one-time gain from the Bozzano Sale
    Transaction of $45.2 million.(b)
    
    Results for 2007 include
    restructuring charges of approximately $4.4 million and
    $2.9 million in connection with restructurings announced in
    2006 (the 2006 Programs) and in 2007 (the 2007
    Programs), respectively. The $4.4 million of
    restructuring charges associated with the 2006 Programs were
    primarily for employee severance and other employee-related
    termination costs principally relating to a broad organizational
    streamlining. The $2.9 million of restructuring charges
    associated with the 2007 Programs were primarily for employee
    severance and other employee-related termination costs relating
    principally to the closure of the Companys facility in
    Irvington, New Jersey and other employee-related termination
    costs relating to personnel reductions in the Companys
    information management function and its sales force in Canada.  (c)
    
    Results for 2006 include charges of
    $9.4 million in connection with the departure of
    Mr. Jack Stahl, the Companys former President and
    Chief Executive Officer, in September 2006 (including
    $6.2 million for severance and related costs and
    $3.2 million for the accelerated amortization of
    Mr. Stahls unvested options and unvested restricted
    stock), $60.4 million in connection with the discontinuance
    of the Vital Radiancebrand and restructuring charges of
    approximately $27.6 million in connection with the 2006
    Programs.  (d)
    
    Results for 2005 include expenses
    of approximately $44 million in incremental returns and
    allowances and approximately $7 million in accelerated
    amortization cost of certain permanent displays related to the
    launch of Vital Radianceand the re-stage of the Almaybrand.(e)
    
    The loss on early extinguishment of
    debt for 2005 includes: (i) a $5.0 million prepayment
    fee related to the prepayment in March 2005 of
    $100.0 million of indebtedness outstanding under the 2004
    Term Loan Facility of the 2004 Credit Agreement with a portion
    of the proceeds from the issuance of Products Corporations
    Original
    91/2% Senior
    Notes (as defined in Note 9 Long Term Debt to
    the Consolidated Financial Statements) and (ii) the
    aggregate $1.5 million loss on the redemption of all of
    Products Corporations
    81/8% Senior
    Notes and 9% Senior Notes (each as hereinafter defined) in
    April 2005, as well as the write-off of the portion of deferred
    financing costs related to such prepaid amount.  (f)
    
    Represents the loss on the exchange
    of equity for certain indebtedness in the Revlon Exchange
    Transactions (as defined in Note 9 Long Term
    Debt to the Consolidated Financial Statements) and fees,
    expenses, premiums and the write-off of deferred financing costs
    related to the Revlon Exchange Transactions, the tender for and
    redemption of all of Products Corporations 12% Senior
    Secured Notes due 2005 (including the applicable premium) and
    the repayment of Products Corporations 2001 bank credit
    agreement.  (g)
    
    Represents the weighted average
    number of common shares outstanding for the period. On
    March 25, 2004, in connection with the Revlon Exchange
    Transactions, Revlon, Inc. issued 29,996,949 shares of
    Class A Common Stock (as adjusted for the September
    1-for-10
    Reverse Stock Split). (See Note 9 Long-Term
    Debt to the Consolidated Financial Statements). The shares
    issued in the Revlon Exchange Transactions are included in the
    weighted average number of shares outstanding since the date of
    the respective transactions. In addition, upon consummation of
    Revlon, Inc.s $110 Million Rights Offering in March 2006
    (as hereinafter defined), the fair value, based on NYSE closing
    price of Revlon, Inc.s Class A Common Stock was more
    than the subscription price. Accordingly, basic and diluted loss
    per common share have been restated for all periods prior to the
    $110 Million Rights Offering in March 2006 to reflect the stock
    dividend of 296,863 shares of Class A Common Stock (as
    adjusted for the September 2008
    1-for-10
    Reverse Stock Split). In addition, upon consummation of Revlon,
    Inc.s $100 Million Rights Offering in January 2007 (as
    hereinafter defined), the fair value, based on NYSE closing
    price of Revlon, Inc.s Class A Common Stock on the
    consummation date was more than the subscription price.
    Accordingly, the basic and diluted loss per common share have
    been restated for all prior periods prior to the $100 Million
    Rights Offering to reflect the implied stock dividend of
    1,171,549 shares (as adjusted for the September 2008
    1-for-10
    Reverse Stock Split). 26




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  Overview
    of the Business
        Form 10-K.
  Overview
    of Sales and Earnings Results
  Revlon Revlon Almay Almay Almay
  Revlon Almay Revlon ColorSilk Revlon Revlon Colorist Revlon
    Flair Mitchum Smart Solid
  Revlon Almay Revlon Mitchum
   27




---



##### Table of Contents




    increased net sales of Revlonbrand color cosmetics
    during 2008;
    lower SG&A of $26.4 million, primarily driven by lower
    advertising costs in the 2008 period, since the 2007 period
    included advertising costs associated with the launches of
    Revlon Colorist hair color, Revlon Flairfragrance
    and Mitchum Smart Solid anti-perspirant deodorant,
    partially offset by higher advertising costs in 2008 in support
    of Revlonbrand color cosmetics;
    lower interest expense of $15.9 million due to lower
    weighted average borrowing rates and lower average debt levels;
    a $5.9 million net gain from the sale of a non-core
    trademark during the first quarter of 2008;
    a $4.3 million net gain related to the sale of the Mexico
    facility (which is comprised of a $7.0 million gain on the
    sale, partially offset by related restructuring charges of
    $1.1 million, $1.2 million of SG&A and cost of
    sales and $0.4 million of taxes); partially offset by
    a $8.6 million increase in income taxes;
    $6.9 million of lower foreign currency gains; and
    $2.9 million of restructuring charges related to the
    Companys realignment of certain functions within customer
    business development, information management and administrative
    services.  Overview
    of AC Nielsen-measured U.S. Mass Retail Dollar
    Share
  Revlon Almay Revlon ColorSilk Mitchum Revlon
  $ Share%Point2008


2007


ChangeRevlonBrand Color Cosmetics


12.7
%


12.9
%


(0.2
)AlmayBrand Color Cosmetics


5.9



6.0



(0.1
)Revlon ColorSilkHair Color


8.2



7.8



0.4MitchumAnti-perspirant/Deodorant


5.0



5.5



(0.5
)RevlonBeauty Tools


18.8



23.7



(4.9
)     Overview
    of Financing Activities
   28




---



##### Table of Contents



5 8 5 8 5 8 5 8
      Other
    Factors
      Results
    of Operations
  Year ended December 31, 2008 compared with the year
    ended December 31, 2007
    Net
    sales:
  Revlon Revlon Almay Almay
 29




---



##### Table of Contents



Almay
  Year Ended December 31,


Change


XFX
    Change(1)2008


2007


$


%


$


%United States

$
782.6


$
804.2


$
(21.6
)


(2.7
)%

$
(21.6
)


(2.7
)%Asia Pacific


265.0



255.6



9.4



3.7



17.2



6.7Europe


200.8



211.1



(10.3
)


(4.9
)


(9.9
)


(4.7
)Latin America


98.4



96.2



2.2



2.3



2.3



2.4Total International

$
564.2


$
562.9


$
1.3



0.2
%

$
9.6



1.7
%Total Company

$
1,346.8


$
1,367.1


$
(20.3
)


(1.5
)%

$
(12.0
)


(0.9
)%   (1)
    
    XFX excludes the impact of foreign
    currency fluctuations.  United States
  Revlon Almay Revlon ColorSilk Revlon Revlon Colorist Revlon
    Flair Mitchum Smart Solid
  International
  Revlon Almay Revlon Mitchum
  Revlon
  Revlon Almay
   30




---



##### Table of Contents



Gross profit:
  Year Ended December 31,2008


2007


ChangeGross profit

$
855.9


$
861.4


$
(5.5
)Percentage of net sales


63.5
%


63.0
%


0.5
%     
    changes in sales mix, which increased gross profit as a
    percentage of net sales by 0.4 percentage points; and
    manufacturing costs, driven primarily by overhead and labor
    efficiencies, which increased gross profit as a percentage of
    net sales by 0.3 percentage points.  SG&A expenses:
  Year Ended December 31,2008


2007


ChangeSG&A expenses

$
709.3


$
735.7


$
26.4     
    $39.1 million of lower advertising costs in the 2008 period
    since the 2007 period included advertising costs associated with
    the launches of Revlon Coloristhair color, Revlon
    Flairfragrance and Mitchum Smart Solidanti-perspirant deodorant, partially offset by
    $11.5 million of higher advertising costs in 2008 in
    support of Revlonand Almaybrand color
    cosmetics; and
    $9.5 million of lower permanent display amortization
    expenses; partially offset by
    a $4.4 million benefit in 2007 related to the reversal of a
    deferred rental liability upon exiting a portion of the
    Companys New York City headquarters leased space in 2007.  Restructuring costs:
  Year Ended December 31,2008


2007


ChangeRestructuring costs and other, net

$
(8.4
)

$
7.3


$
15.7      31




---



##### Table of Contents



Other
    expenses (income):
  Year Ended December 31,2008


2007


ChangeInterest expenses

$
119.7


$
135.6


$
15.9     Provision for income taxes:
  Year Ended December 31,2008


2007


ChangeProvision for income taxes

$
16.1


$
7.5


$
(8.6
)     Year ended December 31, 2007 compared with the year
    ended December 31, 2006
    Net
    sales:
  Vital
    Radiance
  Year Ended December 31,


Change


XFX
    Change(1)2007


2006


$


%


$


%United States

$
804.2


$
764.9


$
39.3



5.1
%

$
39.3



5.1
%Asia Pacific


255.6



237.7



17.9



7.5



11.7



4.9Europe


211.1



204.2



6.9



3.4



(9.0
)


(4.4
)Latin America


96.2



91.9



4.3



4.7



4.2



4.6Total International

$
562.9


$
533.8


$
29.1



5.5
%

$
6.9



1.3
%Total Company

$
1,367.1


$
1,298.7


$
68.4



5.3
%

$
46.2



3.6
%   (1)
    
    XFX excludes the impact of foreign
    currency fluctuations. 32




---



##### Table of Contents



United States
  Vital
    Radiance Vital Radiance Almay Revlon
  International
  Almay
        Gross
    profit:
  Year Ended December 31,2007


2006


ChangeGross profit

$
861.4


$
771.0


$
90.4Percentage of net sales


63.0
%


59.4
%


3.6
%     
    lower estimated excess inventory charges in 2007 compared to
    2006 resulting from estimated excess inventory charges in 2006
    related to the Vital Radiance, Almayand Revlonbrands, which increased gross profit as a percentage of net
    sales by 2.4 percentage points; and 33




---



##### Table of Contents




    higher net sales including the impact of approximately
    $64.4 million of charges for estimated returns and
    allowances recorded in 2006 related to the Vital Radiancebrand (which was discontinued in September 2006), which
    increased gross profit as a percentage of net sales by
    2.0 percentage points, partially offset by unfavorable
    changes in sales mix and lower production volume in 2007.  SG&A
    expenses:
  Year Ended December 31,2007


2006


ChangeSG&A expenses

$
735.7


$
795.6


$
59.9     
    approximately $25.9 million of lower general and
    administrative expenses, primarily related to the impact of the
    Companys 2006 and 2007 organizational realignment and
    streamlining activities, which resulted in lower
    personnel-related expenses and occupancy expenses. Occupancy
    expenses were lower by $8.1 million in 2007 versus 2006,
    primarily related to the Companys exit of a portion of its
    New York City headquarters leased space, including a benefit of
    $4.4 million related to the reversal of a deferred rental
    liability upon exit of the space in the first quarter of 2007;
    approximately $15.2 million of lower display amortization
    expenses in 2007 compared to 2006, which included
    $8.9 million of charges related to the accelerated
    amortization and write-off of certain displays in connection
    with the discontinuance of the Vital Radiancebrand, as
    well as additional display amortization costs in 2006 of
    $8.3 million related to the Vital Radiancebrand
    prior to its discontinuance in September 2006;
    approximately $10.9 million of lower advertising costs in
    2007 compared to 2006, including advertising costs of
    $36.4 million for the Vital Radiancebrand in 2006,
    partially offset by higher advertising spending in 2007 on the
    Companys core brands; and
    $9.4 million of severance and accelerated charges recorded
    in 2006 related to unvested options and unvested restricted
    stock in connection with the termination of the former
    CEOs employment in September 2006.  Restructuring
    costs:
  Year Ended December 31,2007


2006


ChangeRestructuring costs and other, net

$
7.3


$
27.4


$
20.1      34




---



##### Table of Contents



Other expenses (income):
  Year Ended December 31,2007


2006


ChangeInterest expenses

$
135.6


$
147.7


$
12.1     Year Ended December 31,2007


2006


ChangeLoss on early extinguishment of debt

$
0.1


$
23.5


$
23.4   5 8 5 8 5 8 5 8
  Year Ended December 31,2007


2006


ChangeMiscellaneous (income) expense, net

$
(0.4
)

$
3.9


$
4.3     Provision for income taxes:
  Year Ended December 31,2007


2006


ChangeProvision for income taxes

$
7.5


$
20.1


$
12.6    35




---



##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
  Vital Radiance
    5 8 5 8
  5 8
    5 8 5 8
 36




---



##### Table of Contents



December
    2006  Credit Agreement Refinancing
        5-year,
     37




---



##### Table of Contents



(i)
    Products Corporation in revolving credit loans denominated in
    U.S. dollars;    (iii)
    Products Corporation in standby and commercial letters of credit
    denominated in U.S. dollars and other currencies up to
    $60 million; and(iv)
    Products Corporation and certain of its international
    subsidiaries designated from time to time in revolving credit
    loans and bankers acceptances denominated in
    U.S. dollars and other currencies.          (i)
    mortgages on owned real property, including Products
    Corporations facility in Oxford, North Carolina and
    property in Irvington, New Jersey;(ii)
    the capital stock of Products Corporation and the subsidiary
    guarantors and 66% of the capital stock of Products
    Corporations and the subsidiary guarantors
    first-tier foreign subsidiaries;(iii)
    intellectual property and other intangible property of Products
    Corporation and the subsidiary guarantors; and(iv)
    inventory, accounts receivable, equipment, investment property
    and deposit accounts of Products Corporation and the subsidiary
    guarantors.   38




---



##### Table of Contents



(i)
    incurring additional indebtedness or guarantees, with certain
    exceptions;  (ii)
    making dividend and other payments or loans to Revlon, Inc. or
    other affiliates, with certain exceptions, including among
    others,  (a)
    exceptions permitting Products Corporation to pay dividends or
    make other payments to Revlon, Inc. to enable it to, among other
    things, pay expenses incidental to being a public holding
    company, including, among other things, professional fees such
    as legal, accounting and insurance fees, regulatory fees, such
    as SEC filing fees, NYSE listing fees and other expenses related
    to being a public holding company,(b)
    subject to certain circumstances, to finance the purchase by
    Revlon, Inc. of its Class A Common Stock in connection with
    the delivery of such Class A Common Stock to grantees under
    the Stock Plan (as hereinafter defined)
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan, and(c)
    subject to certain limitations, to pay dividends or make other
    payments to finance the purchase, redemption or other retirement
    for value by Revlon, Inc. of stock or other equity interests or
    equivalents in Revlon, Inc. held by any current or former
    director, employee or consultant in his or her capacity as such;  (iii)
    creating liens or other encumbrances on Products
    Corporations or its subsidiaries assets or revenues,
    granting negative pledges or selling or transferring any of
    Products Corporations or its subsidiaries assets,
    all subject to certain limited exceptions;(iv)
    with certain exceptions, engaging in merger or acquisition
    transactions;(v)
    prepaying indebtedness and modifying the terms of certain
    indebtedness and specified material contractual obligations,
    subject to certain exceptions;(vi)
    making investments, subject to certain exceptions; and(vii)
    entering into transactions with affiliates of Products
    Corporation other than upon terms no less favorable to Products
    Corporation or its subsidiaries than it would obtain in an
    arms length transaction.     39




---



##### Table of Contents



(i)
    nonpayment of any principal, interest or other fees when due,
    subject in the case of interest and fees to a grace period;(ii)
    non-compliance with the covenants in such 2006 Credit Facility
    or the ancillary security documents, subject in certain
    instances to grace periods;(iii)
    the institution of any bankruptcy, insolvency or similar
    proceedings by or against Products Corporation, any of Products
    Corporations subsidiaries or Revlon, Inc., subject in
    certain instances to grace periods;(iv)
    default by Revlon, Inc. or any of its subsidiaries (A) in
    the payment of certain indebtedness when due (whether at
    maturity or by acceleration) in excess of $5.0 million in
    aggregate principal amount or (B) in the observance or
    performance of any other agreement or condition relating to such
    debt, provided that the amount of debt involved is in excess of
    $5.0 million in aggregate principal amount, or the
    occurrence of any other event, the effect of which default
    referred to in this subclause (iv) is to cause or permit
    the holders of such debt to cause the acceleration of payment of
    such debt;(v)
    in the case of the 2006 Term Loan Facility, a cross default
    under the 2006 Revolving Credit Facility, and in the case of the
    2006 Revolving Credit Facility, a cross default under the 2006
    Term Loan Facility;(vi)
    the failure by Products Corporation, certain of Products
    Corporations subsidiaries or Revlon, Inc., to pay certain
    material judgments;(vii)
    a change of control such that (A) Revlon, Inc. shall cease
    to be the beneficial and record owner of 100% of Products
    Corporations capital stock, (B) Ronald O. Perelman
    (or his estate, heirs, executors, administrator or other
    personal representative) and his or their controlled affiliates
    shall cease to control Products Corporation, and any
    other person or group of persons owns, directly or indirectly,
    more than 35% of the total voting power of Products Corporation,
    (C) any person or group of persons other than Ronald O.
    Perelman (or his estate, heirs, executors, administrator or
    other personal representative) and his or their controlled
    affiliates shall control Products Corporation or
    (D) during any period of two consecutive years, the
    directors serving on Products Corporations Board of
    Directors at the beginning of such period (or other directors
    nominated by at least
    662/3%
    of such continuing directors) shall cease to be a majority of
    the directors;(viii)
    the failure by Revlon, Inc. to contribute to Products
    Corporation all of the net proceeds it receives from any sale of
    its equity securities or Products Corporations capital
    stock, subject to certain limited exceptions;(ix)
    the failure of any of Products Corporations, its
    subsidiaries or Revlon, Inc.s representations or
    warranties in any of the documents entered into in connection
    with the 2006 Credit Facility to be correct, true and not
    misleading in all material respects when made or confirmed;  (x)
    the conduct by Revlon, Inc. of any meaningful business
    activities other than those that are customary for a publicly
    traded holding company which is not itself an operating company,
    including the ownership of meaningful assets (other than
    Products Corporations capital stock) or the incurrence of
    debt, in each case subject to limited exceptions;  (xi)
    any M&F Lenders failure to fund any binding
    commitments by such M&F Lender under any agreement
    governing certain loans from the M&F Lenders (excluding the
    MacAndrews & 40




---



##### Table of Contents



Forbes Senior Subordinated Term Loan which was fully funded by
    MacAndrews & Forbes in February 2008); and  (xii)
    the failure of certain of Products Corporations affiliates
    which hold Products Corporations or its subsidiaries
    indebtedness to be party to a valid and enforceable agreement
    prohibiting such affiliate from demanding or retaining payments
    in respect of such indebtedness.    2006
    and 2007 Rights Offerings
  March 2006  $110 Million Rights Offering
  1-for-10
  5 8 5 8 5 8
  1-for-10
  January 2007  $100 Million Rights
    Offering
  1-for-10
 41




---



##### Table of Contents



5 8 5 8
  1-for-10
  2008 Repayment of the
    85/8% Senior
    Subordinated Notes with the MacAndrews & Forbes Senior
    Subordinated Term Loan
  5 8 5 8
         42




---



##### Table of Contents



and/or and/or
  2004 Consolidated MacAndrews & Forbes Line of
    Credit
    Interest
    Rate Swap Transactions
  2-year
  Sources
    and Uses
  1 2
   43




---



##### Table of Contents



Form 10-K
    and/or and/or
    and/or
 44




---



##### Table of Contents



and/or and/or
  and/or and/or
    
    delaying the implementation of or revising certain aspects of
    the Companys business strategy;
    reducing or delaying purchases of wall displays or advertising
    or promotional expenses;
    reducing or delaying capital spending;
    delaying, reducing or revising the Companys restructuring
    programs;
    refinancing Products Corporations indebtedness;
    selling assets or operations;
    seeking additional capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties;
    selling additional Revlon, Inc. equity securities or debt
    securities of Revlon, Inc. or Products Corporation; or
    reducing other discretionary spending.  and/or and/or
   45




---



##### Table of Contents



1 2
    Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by Period(dollars in millions)Less than








AfterContractual Obligations

Total


1 year


1-3 years


3-5 years


5 yearsLong-term Debt, including Current Portion

$
1,223.9


$
18.9


$
396.5


$
808.5


$
Long-term Debt 
    affiliates(a)


107.0







107.0







Interest on Long-term
    Debt(b)


259.9



95.1



162.5



2.3



Interest on Long-term Debt 
    affiliates(c)


18.7



11.8



6.9







Capital Lease Obligations


3.2



1.3



1.7



0.2



Operating Leases


80.1



16.3



26.3



22.1



15.4Purchase
    Obligations(d)


52.0



51.2



0.8







Other Long-term
    Obligations(e)


26.7



13.4



13.3







Total Contractual Cash Obligations

$
1,771.5


$
208.0


$
715.0


$
833.1


$
15.4   (a)
    
    Reflects the $107 million
    remaining aggregate principal amount of the
    MacAndrews & Forbes Senior Subordinated Term Loan,
    which is due on the earlier of (1) the date that Revlon,
    Inc. issues equity with gross proceeds of at least
    $107 million, which proceeds would be contributed to
    Products Corporation and used to repay the $107 million
    remaining aggregate principal balance of the
    MacAndrews & Forbes Senior Subordinated Term Loan, or
    (2) August 1, 2010, after giving effect to the
    September 2008 repayment of $63.0 million in aggregate
    principal amount of such loan with $63.0 million of the net
    proceeds of the Bozzano Sale Transaction.(b)
    
    Consists of interest primarily on
    the
    91/2% Senior
    Notes and on the 2006 Term Loan Facility through the respective
    maturity dates based upon assumptions regarding the amount of
    debt outstanding under the 2006 Credit Facilities and assumed
    interest rates. (See Recent Developments). In
    addition, this amount reflects the impact of the 2007 Interest
    Rate Swap and 2008 Interest Rate Swap, each covering
    $150 million notional amount under the 2006 Term Loan
    Facility, which resulted in an effective weighted average
    interest rate of 6.6% on the 2006 Term Loan Facility as of
    December 31, 2008. (See Financial Condition,
    Liquidity and Capital Resources  Interest Rate Swap
    Transactions).  (c)
    
    Includes interest on the
    $107 million remaining aggregate principal amount
    outstanding under the MacAndrews & Forbes Senior
    Subordinated Term Loan Agreement which Products Corporation
    entered into in January 2008. The MacAndrews & Forbes
    Senior Subordinated Term Loan matures on the earlier of
    (1) the date that Revlon, Inc. issues equity with gross
    proceeds of at least $107 million, which proceeds would be
    used to repay the $107 million remaining aggregate
    principal balance of the 46




---



##### Table of Contents



MacAndrews & Forbes
    Senior Subordinated Term Loan, or (2) August 1, 2010
    and bears interest at an annual rate of 11%, which is payable in
    arrears in cash on March 31, June 30, September 30 and
    December 31 of each year. (See Financial Condition,
    Liquidity and Capital Resources  2008 Repayment of
    the
    85/8% Senior
    Subordinated Notes with the MacAndrews & Forbes Senior
    Subordinated Term Loan).  (d)
    
    Consists of purchase commitments
    for finished goods, raw materials, components and services
    pursuant to enforceable and legally binding obligations which
    include all significant terms, including fixed or minimum
    quantities to be purchased; fixed, minimum or variable price
    provisions; and the approximate timing of the transactions.(e)
    
    Consists primarily of obligations
    related to advertising contracts. Such amounts exclude
    employment agreements, severance and other contractual
    commitments, which severance and other contractual commitments
    related to restructuring are discussed under Restructuring
    Costs.  Off-Balance
    Sheet Transactions
    Discussion
    of Critical Accounting Policies
    Sales
    Returns:
      Trade
    Support Costs:
   47




---



##### Table of Contents



Inventories:
  first-in,
  Pension
    Benefits:
      Form 10-K
    Effect of


Effect of25 basis points increase


25 basis points decreaseProjected





Projectedpension





pensionNet periodic


benefit


Net periodic


benefitbenefit costs


obligation


benefit costs


obligationDiscount rate

$
(0.2
)

$
(15.0
)

$
0.7


$
15.7Expected long-term rate of return


(1.0
)






1.2



  48




---



##### Table of Contents



Income
    Taxes:
      Recent
    Accounting Pronouncements
      
    Level 1:  Fair valuing the asset or liability
    using observable inputs such as quoted prices in active markets
    for identical assets or liabilities;
    Level 2:  Fair valuing the asset or liability
    using inputs other than quoted prices that are observable for
    the applicable asset or liability, either directly or
    indirectly; such as quoted prices for similar (as opposed to
    identical) assets or liabilities in active markets and quoted
    prices for identical or similar assets or liabilities in markets
    that are not active; and 49




---



##### Table of Contents




    Level 3:  Fair valuing the asset or liability
    using unobservable inputs that reflect the Companys own
    assumptions.    Total


Level 1


Level 2


Level 3AssetsInterest Rate
    Swaps(a)

$
0.8


$



$
0.8


$
Foreign currency forward exchange
    contracts(b)


2.2







2.2



Total assets at fair value

$
3.0


$



$
3.0


$
LiabilitiesInterest Rate
    Swaps(a)

$
6.5


$



$
6.5


$
Foreign currency forward exchange
    contracts(b)


0.2







0.2



Total liabilities at fair value

$
6.7


$



$
6.7


$
   (a)
    
    Based on three-month U.S. Dollar
    LIBOR index.(b)
    
    Based on observable market
    transactions of spot and forward rates.      Inflation
   50




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Subsequent
    Events
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest Rate Sensitivity
      Exchange Rate Sensitivity
   51




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##### Table of Contents



Expected
    maturity date for the year ended December 31,
    (dollars in millions, except for rate information)
  Fair ValueDecember 31,Debt

2009


2010


2011


2012


2013


Thereafter


Total


2008Short-term variable rate (various currencies)

$
0.5






















$
0.5


$
0.5Average interest
    rate(a)


7.5
%Short-term fixed rate  third party (various
    currencies)

$
0.2
(b)






















0.2



0.2Average interest rate


6.0
%Long-term fixed rate  third party ($US)









$
390.0















390.0



295.9Average interest rate










9.5
%Long-term fixed rate  affiliates ($US)





$
107.0



















107.0



81.0Average interest rate






11.0
%Long-term variable rate  third party ($US)

$
18.7


$



$
6.5


$
808.5











833.7



591.9Average interest
    rate(a)(c)


6.0
%






7.2
%


5.9
%Total debt

$
19.4


$
107.0


$
396.5


$
808.5


$



$



$
1,331.4


$
969.5   (a)
    
    Weighted average variable rates are
    based upon implied forward rates from the U.S. Dollar LIBOR
    yield curves at December 31, 2008.(b)
    
    On January 30, 2008, Products
    Corporation entered into the MacAndrews & Forbes
    Senior Subordinated Term Loan Agreement and on February 1,
    2008 used the $170 million proceeds from such loan to repay
    in full the balance of the approximately $167.4 million
    aggregate remaining principal amount of Products
    Corporations
    85/8% Senior
    Subordinated Notes, which matured on February 1, 2008. In
    September 2008, Products Corporation used $63.0 million of
    the net proceeds from the Bozzano Sale Transaction to repay
    $63.0 million in aggregate principal amount of the
    MacAndrews & Forbes Senior Subordinated Term Loan.
    Following such partial repayment, there remained outstanding
    $107 million in aggregate principal amount under the
    MacAndrews & Forbes Senior Subordinated Term Loan. The
    MacAndrews & Forbes Senior Subordinated Term Loan
    bears an annual interest rate of 11%, which is payable in
    arrears in cash on March 31, June 30, September 30 and
    December 31 of each year and, pursuant to a November 2008
    amendment, matures on the earlier of (1) the date that
    Revlon, Inc. issues equity with gross proceeds of at least
    $107 million, which proceeds would be used to repay the
    $107 million remaining aggregate principal balance of the
    MacAndrews & Forbes Senior Subordinated Term Loan, or
    (2) August 1, 2010. (See Financial Condition,
    Liquidity and Capital Resources  2008 Repayment of
    the
    85/8% Senior
    Subordinated Notes with the MacAndrews & Forbes Senior
    Subordinated Term Loan).  (c)
    
    Based upon the implied forward rate
    from the U.S. Dollar LIBOR yield curve at December 31,
    2008, this reflects the impact of the 2007 Interest Rate Swap
    and 2008 Interest Rate Swap, each covering $150 million
    notional amount under the 2006 Term Loan Facility, which would
    result in an effective weighted average interest rate of 5.9% on
    the 2006 Term Loan Facility at December 31, 2009.  52




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##### Table of Contents



Average


Original


ContractContractual


US Dollar


Value


Fair ValueRate


Notional


December 31,


December 31,Forward Contracts

$/FC


Amount


2008


2008Sell Canadian Dollars/Buy USD


0.8733


$
15.2


$
16.1


$
0.9Sell Australian Dollars/Buy USD


0.7119



8.5



8.7



0.2Sell British Pounds/Buy USD


1.6182



6.3



6.9



0.6Sell South African Rand/Buy USD


0.1048



5.1



5.3



0.2Buy Australian Dollars/Sell New Zealand Dollars


1.2093



3.6



3.7



0.1Sell Euros/Buy USD


1.4288



1.5



1.5



Sell New Zealand Dollars/Buy US


0.6164



0.3



0.3



Sell Hong Kong Dollars/Buy USD


0.1290



0.5



0.5



Total forward contracts





$
41.0


$
43.0


$
2.0   Interest Rate Swap
    Transactions(a)(b)

Expected Maturity date for the Year Ended
    December 31,Fair ValueDecember 31,2009

2010

Total

2008(c)Notional Amount

$150.0

$150.0

$300.0

$(5.7)Average Pay Rate

3.676%

2.66%Average Receive Rate

3-month USD
    LIBOR

3-month USD
    LIBOR   (a)
    
    In September 2007, Products
    Corporation executed the floating-to-fixed 2007 Interest Rate
    Swap with a notional amount of $150.0 million over a period
    of two years expiring on September 17, 2009 relating to
    indebtedness under Products Corporations 2006 Term Loan
    Facility. The Company designated the 2007 Interest Rate Swap as
    a cash flow hedge of the variable interest rate payments on
    Products Corporations 2006 Term Loan Facility. (See
    Financial Condition, Liquidity and Capital
    Resources  Interest Rate Swap Transactions).(b)
    
    In April 2008, Products Corporation
    executed the floating-to-fixed 2008 Interest Rate Swap with a
    notional amount of $150.0 million over a period of two
    years expiring on April 16, 2010 relating to indebtedness
    under Products Corporations 2006 Term Loan Facility. The
    Company designated the 2008 Interest Rate Swap as a cash flow
    hedge of the variable interest rate payments on Products
    Corporations 2006 Term Loan Facility. (See Financial
    Condition, Liquidity and Capital Resources  Interest
    Rate Swap Transactions).  (c)
    
    The $(5.7) million fair value
    of the Interest Rate Swap Transactions at December 31, 2008
    is comprised of $(3.8) million fair value of the 2007
    Interest Rate Swap and $(1.9) million fair value of the
    2008 Interest Rate Swap.  Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    Item 9A.
    Controls
    and Procedures  (a)  Disclosure Controls and
    Procedures.
 53




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##### Table of Contents



Form 10-K. Form 10-K,
  (b)  Managements Annual Report on Internal
    Control over Financial Reporting.
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of its assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of its financial statements in
    accordance with generally accepted accounting principles, and
    that its receipts and expenditures are being made only in
    accordance with authorizations of its management and
    directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on its
    financial statements.        Form 10-K page F-3.
  (c)  Changes in Internal Control Over Financial
    Reporting.
  Item 9B.
    Other
    Information    Forward
    Looking Statements
  Form 10-K
 54




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##### Table of Contents



(i)
    the Companys future financial performance;(ii)
    the effect on sales of decreased consumer spending in response
    to weak economic conditions or weakness in the cosmetics
    category in the mass retail channel; adverse changes in
    currency; decreased sales of the Companys products as a
    result of increased competitive activities by the Companys
    competitors, changes in consumer purchasing habits, including,
    with respect to shopping channels; retailer inventory
    management; retailer space reconfigurations or reductions in
    retailer display space; less than anticipated results from the
    Companys existing or new products or from its advertising
    and/or
    marketing plans; or if the Companys expenses, including,
    without limitation, for advertising and promotions or for
    returns related to any reduction of retail space, product
    discontinuances or otherwise, exceed the anticipated level of
    expenses;  (iii)
    the Companys belief that the continued execution of its
    business strategy could include taking advantage of additional
    opportunities to reposition, repackage or reformulate one or
    more of its brands or product lines, launching additional new
    products, acquiring businesses or brands, further refining its
    approach to retail merchandising
    and/or
    taking further actions to optimize its manufacturing, sourcing
    and organizational size and structure, any of which, whose
    intended purpose would be to create value through profitable
    growth, could result in the Company making investments
    and/or
    recognizing charges related to executing against such
    opportunities;  (iv)
    our expectations regarding our business strategy, including our
    plans to (a) build and leverage our brands, particularly
    the Revlonbrand, across the categories in which we
    compete, and, in addition to the Revlonand Almaybrand color cosmetics, our seeking to drive growth in other
    beauty care categories, including womens hair color,
    beauty tools, anti-perspirants/deodorants and skincare and our
    continuing focus on our key growth drivers, including
    innovative, high-quality, consumer-preferred new products;
    effective integrated brand communication; appropriate levels of
    advertising and promotion; and superb execution with our retail
    partners, along with disciplined spending and rigorous cost
    control; (b) improve the execution of its strategies and
    plans and provide for continued improvement in our
    organizational capability through enabling and developing our
    employees, including primarily through a focus on recruitment
    and retention of skilled people, providing opportunities for
    professional development, as well as new and expanded
    responsibilities and roles for employees who have demonstrated
    capability and rewarding our employees for success;
    (c) continue to strengthen our international business and
    to continue to focus on improving our operating performance in
    our international business; (d) improve our operating
    profit margins and cash flow, including our focus on improving
    our financial performance through a steady improvement in
    operating profit margins and cash flow generation; and
    (e) continue to improve our capital structure, including
    our focus on strenghtening our balance sheet and reducing debt
    over time;(v)
    restructuring activities, restructuring costs, the timing of
    restructuring payments and the benefits from such activities;(vi)
    the Companys expectation that operating revenues, cash on
    hand and funds available for borrowing under Products
    Corporations 2006 Revolving Credit Facility and other
    permitted lines of credit will be sufficient to enable the
    Company to cover its operating expenses for 2009, including cash
    requirements referred to in item (viii) below; 55




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##### Table of Contents



(vii)
    the Companys expected principal sources of funds,
    including operating revenues, cash on hand and funds available
    for borrowing under Products Corporations 2006 Revolving
    Credit Facility and other permitted lines of credit, as well as
    the availability of funds from refinancing Products
    Corporations indebtedness, selling assets or operations,
    capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties
    and/or the
    sale of additional equity securities of Revlon, Inc. or
    additional debt securities of Revlon, Inc. or Products
    Corporation;  (viii)
    the Companys expected principal uses of funds, including
    amounts required for the payment of operating expenses,
    including expenses in connection with the continued execution of
    the Companys business strategy, payments in connection
    with the Companys purchases of permanent wall displays,
    capital expenditure requirements, restructuring programs,
    severance not otherwise included in the Companys
    restructuring programs, debt service payments and costs and
    regularly scheduled pension and post-retirement benefit plan
    contributions and benefit payments, and its estimates of
    operating expenses, the amount and timing of restructuring costs
    and payments, severance costs and payments, debt service
    payments (including payments required under Products
    Corporations debt instruments), cash contributions to the
    Companys pension plans and post-retirement benefit plans
    and benefit payments, purchases of permanent wall displays and
    capital expenditures;  (ix)
    matters concerning the Companys market-risk sensitive
    instruments, including the Interest Rate Swaps, which are
    intended to reduce the effects of floating interest rates and
    the Companys exposure to interest rate volatility by
    hedging against fluctuations in variable interest rate payments
    on the applicable notional amounts of Products
    Corporations long-term debt under its 2006 Term Loan
    Facility, as well as the Companys expectations as to the
    counterpartys performance, including that any loss arising
    from the non-performance by the counterparty would not be
    material;(x)
    the expected effects of the Companys adoption of certain
    accounting principles;(xi)
    the Companys plan to efficiently manage its cash and
    working capital, including, among other things, programs to
    reduce inventory levels over time, centralized purchasing to
    secure discounts and efficiencies in procurement, and providing
    additional discounts to U.S. customers for timely payment
    of receivables, carefully managing accounts payable and targeted
    controls on general and administrative spending;(xii)
    the Companys expectations regarding the impact of future
    pension expense and cash contributions, including that as a
    result of the decline in U.S. and global financial markets
    in 2008, the market value of the Companys pension fund
    assets declined, which has the effect of reducing the funded
    status of such plans, which absent a significant increase in
    pension plan asset values, will result in increased cash
    contributions to the Companys pension plans in 2010 and
    beyond than otherwise would have been expected before the
    decline in pension plan asset values in 2008 and that its
    results in 2009 will be impacted from increased pension expense
    due to a significant decline in pension asset values in
    2008; and(xiii)
    the Companys expectations regarding the impact of foreign
    currency fluctuations, including that its results in
    2009 may be further affected by adverse foreign currency
    fluctuations and uncertain global economic conditions (as well
    as increased pension expense) and the Companys objective
    to maximize its business results in light of these conditions.   56




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##### Table of Contents



Form 10-Q Form 8-K, http://www.sec.gov, Form 10-K.
  (i)
    unanticipated circumstances or results affecting the
    Companys financial performance, including decreased
    consumer spending in response to weak economic conditions or
    weakness in the cosmetics category in the mass retail channel;
    changes in consumer preferences, such as reduced consumer demand
    for the Companys color cosmetics and other current
    products, including new product launches; changes in consumer
    purchasing habits, including with respect to shopping channels;
    lower than expected retail customer acceptance or consumer
    acceptance of, or less than anticipated results from, the
    Companys existing or new products; higher than expected
    advertising and promotion expenses or lower than expected
    results from the Companys advertising
    and/or
    marketing plans; higher than expected returns or decreased sales
    of the Companys existing or new products; actions by the
    Companys customers, such as retailer inventory management
    and greater than anticipated retailer space reconfigurations or
    reductions in retail space
    and/or
    product discontinuances; and changes in the competitive
    environment and actions by the Companys competitors,
    including business combinations, technological breakthroughs,
    new products offerings, increased advertising, marketing and
    promotional spending and marketing and promotional successes by
    competitors, including increases in share in the mass retail
    channel;(ii)
    in addition to the items discussed in (i) above, the
    effects of and changes in economic conditions (such as continued
    volatility in the financial markets, inflation, monetary
    conditions and foreign currency fluctuations, as well as in
    trade, monetary, fiscal and tax policies in international
    markets) and political conditions (such as military actions and
    terrorist activities);(iii)
    unanticipated costs or difficulties or delays in completing
    projects associated with the continued execution of the
    Companys business strategy or lower than expected revenues
    or the inability to create value through profitable growth as a
    result of such strategy, including lower than expected sales, or
    higher than expected costs, including as may arise from any
    additional repositioning, repackaging or reformulating of one or
    more of the Companys brands or product lines, launching of
    new product lines, including difficulties or delays, or higher
    than expected expenses, including for returns, in launching its
    new products, acquiring businesses or brands, further refining
    its approach to retail merchandising,
    and/or
    difficulties, delays or increased costs in connection with
    taking further actions to optimize the Companys
    manufacturing, sourcing, supply chain or organizational size and
    structure;(iv)
    difficulties, delays or unanticipated costs in executing the
    Companys business strategy, which could affect the
    Companys ability to achieve its objectives as set forth in
    clause (iv) above, such as (a) less than effective
    product development, less than expected growth of the Revlonor Almaybrands
    and/or in
    womens hair color, beauty tools
    and/or
    anti-perspirants and deodorants, such as due to less than
    expected acceptance of the Companys new or existing
    products under these brands and lines by consumers
    and/or
    retail customers, less than expected acceptance of the
    Companys advertising, promotion
    and/or
    marketing plans by the Companys 57




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##### Table of Contents



consumers
    and/or
    retail customers, disruptions, delays or difficulties in
    executing the Companys business strategy or less than
    expected investment in advertising or greater than expected
    competitive investment and difficulties, delays, unanticipated
    costs or our inability to continue to focus on the key growth
    drivers of our business, such as due to less than effective new
    product development, less than expected acceptance of our new
    products by consumers
    and/or
    retail customers, less than expected acceptance of our brand
    communication by consumers
    and/or
    retail partners, less than expected levels of advertising
    and/or
    promotion for our new product launches
    and/or less
    than expected levels of execution with our retail partners or
    higher than expected costs and expenses; (b) difficulties,
    delays or the inability to improve the execution of its
    strategies and plans
    and/or build
    organizational capability, recruit and retain skilled people,
    provide employees with opportunities to develop professionally,
    provide employees who have demonstrated capability with new and
    expanded responsibilities or roles
    and/or
    reward the Companys employees for success;
    (c) difficulties, delays or unanticipated costs in
    connection with the Companys plans to strengthen its
    international business further
    and/or
    improve operating performance in our international business,
    such as due to higher than anticipated levels of investment
    required to support and build the Companys brands globally
    or less than anticipated results from the Companys
    national and multi-national brands; (d) difficulties,
    delays or unanticipated costs in connection with the
    Companys plans to improve its financial performance
    through steady improvement in operating profit margins and cash
    flow generation over time, such as difficulties, delays or the
    inability to take actions intended to improve sales returns,
    cost of goods sold, general and administrative expenses, in
    working capital management
    and/or sales
    growth;
    and/or
    (e) difficulties, delays or unanticipated costs in, or the
    Companys inability to improve its capital structure
    and/or
    consummate transactions to strengthening its balance sheet and
    reduce debt over time, including higher than expected costs
    (including interest rates);  (v)
    difficulties, delays or unanticipated costs or less than
    expected savings and other benefits resulting from the
    Companys restructuring activities, such as less than
    anticipated cost reductions or other benefits from the 2008
    Programs, 2007 Programs
    and/or 2006
    Programs and the risk that the 2008 Programs, 2007 Programs
    and/or the
    2006 Programs may not satisfy the Companys objectives;(vi)
    lower than expected operating revenues, cash on hand
    and/or funds
    available under the 2006 Revolving Credit Facility
    and/or other
    permitted lines of credit or higher than anticipated operating
    expenses, such as referred to in clause (viii) below;(vii)
    the unavailability of funds under Products Corporations
    2006 Revolving Credit Facility or other permitted lines of
    credit, or from restructuring indebtedness, or capital
    contributions or loans from MacAndrews & Forbes, the
    Companys other affiliates
    and/or third
    parties
    and/or the
    sale of additional equity of Revlon, Inc. or debt securities of
    Revlon, Inc. or Products Corporation;(viii)
    higher than expected operating expenses, sales returns, working
    capital expenses, permanent wall display costs, capital
    expenditures, restructuring costs, severance not otherwise
    included in the Companys restructuring programs, debt
    service payments, regularly scheduled cash pension plan
    contributions
    and/or
    post-retirement benefit plan contributions and benefit payments,
    purchases of permanent wall displays
    and/or
    capital expenditures;(ix)
    interest rate or foreign exchange rate changes affecting the
    Company and its market-risk sensitive financial instruments,
    including less than anticipated benefits or other unanticipated
    effects of the Interest Rate Swaps
    and/or
    difficulties, delays or the inability of the counterparty to
    perform the transaction;(x)
    unanticipated effects of the Companys adoption of certain
    new accounting standards; 58




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##### Table of Contents



(xi)
    difficulties, delays or the inability of the Company to
    efficiently manage its cash and working capital;(xii)
    lower than expected returns on pension plan asset
    and/or
    discount rates, which could cause higher than expected cash
    contributions
    and/or
    pension expense
    and/or a
    more than expected adverse impact on the Companys
    financial results
    and/or
    financial condition arising from higher than expected pension
    expense and pension cash contributions to the Companys
    pension and other post-retirement benefit programs and other
    benefit payments;
    and/or(xiii)
    difficulties, delays, unanticipated costs or the Companys
    inability to maximize its business results in light of certain
    conditions which the Company expects will impact its results in
    2009, including without limitation, from increased pension
    expense due to declines in pension asset values
    and/or more
    than expected adverse foreign currency fluctuations
    and/or
    global economic conditions, which may adversely affect the
    Companys financial results, financial condition, cash
    flows and/or
    its competitive position.   59




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##### Table of Contents



Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance        Committee-Director
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   60




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##### Table of Contents



Website
    Availability of Reports and Other Corporate Governance
    Information
  Form 10-K, Form 10-Q, Form 8-K, http://www.sec.gov, http://www.revloninc.com.
 61




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)


List of documents filed as part of this Report:(1)  Consolidated Financial Statements and Independent
    Auditors Report included herein: See Index on
    page F-1.(2)  Financial Statement Schedule: See Index on
    page F-1.All other schedules are
    omitted as they are inapplicable or the required information is
    furnished in the Companys Consolidated Financial
    Statements or the Notes thereto.(3)  List of Exhibits:3
.

Certificate of Incorporation and By-laws.3
.1

Restated Certificate of Incorporation of Revlon, Inc., dated
    April 30, 2004 (incorporated by reference to
    Exhibit 3.1 to Revlon, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004 filed with the SEC on
    May 17, 2004).3
.2

Certificate of Amendment to the Restated Certificate of
    Incorporation of Revlon, Inc., dated as of September 15,
    2008 (incorporated by reference to Exhibit 3.1 to Revlon,
    Inc.s Current Report on
    Form 8-K
    filed with the SEC on September 16, 2008).3
.3

Amended and Restated By-Laws of Revlon, Inc. dated as of
    December 10, 2007 (incorporated by reference to
    Exhibit 3.2 of Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on December 10, 2007).4
.

Instruments Defining the Rights of Security Holders,
    Including Indentures.4
.1

Credit Agreement, dated as of July 9, 2004, among Revlon
    Consumer Products Corporation (Products Corporation)
    and certain local borrowing subsidiaries, as borrowers, the
    lenders and issuing lenders party thereto, Citicorp USA, Inc.,
    as term loan administrative agent, Citicorp USA, Inc. as
    multi-currency administrative agent, Citicorp USA, Inc., as
    collateral agent, UBS Securities LLC, as syndication agent, and
    Citigroup Global Markets Inc., as sole lead arranger and sole
    bookrunner (the 2004 Credit Agreement) (incorporated
    by reference to Exhibit 4.34 to Products Corporations
    Current Report on
    Form 8-K
    filed with the SEC on July 13, 2004).4
.2

First Amendment dated February 15, 2006 to the 2004 Credit
    Agreement (incorporated by reference to Exhibit 10.2 to
    Products Corporations Current Report on
    Form 8-K
    filed with the SEC on February 17, 2006).4
.3

Second Amendment dated as of July 28, 2006 to the 2004
    Credit Agreement (incorporated by reference to Exhibit 4.1
    to Products Corporations Current Report on
    Form 8-K
    filed with the SEC on July 28, 2006).4
.4

Third Amendment dated as of September 29, 2006 to the 2004
    Credit Agreement, (incorporated by reference to Exhibit 4.1
    of Products Corporations Current Report on
    Form 8-K
    filed with the SEC on September 29, 2006).4
.5

Fourth Amendment, dated as of December 20, 2006, to the
    2004 Credit Agreement, (incorporated by reference to
    Exhibit 4.2 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on December 21, 2006 (the Products
    Corporation December 21, 2006
    Form 8-K)).4
.6

Amended and Restated Pledge and Security Agreement, dated as of
    December 20, 2006 among Revlon, Inc., Products Corporation
    and the additional grantors party thereto, in favor of Citicorp
    USA, Inc. as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.3 to the Products
    Corporation December 21, 2006
    Form 8-K). 62




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##### Table of Contents



4
.7

Amended and Restated Intercreditor and Collateral Agency
    Agreement, dated as of December 20, 2006 among Citicorp
    USA, Inc., as administrative agent for the multi-currency
    lenders and issuing lenders, Citicorp USA, Inc., as
    administrative agent for the term loan lenders, Citicorp USA,
    Inc., as collateral agent for the secured parties, Revlon, Inc.,
    Products Corporation and each other loan party (incorporated by
    reference to Exhibit 4.4 to the Products Corporation
    December 21, 2006
    Form 8-K).4
.8

Term Loan Agreement, dated as of December 20, 2006 among
    Products Corporation, as borrower, the lenders party thereto,
    Citicorp USA, Inc., as administrative agent and collateral
    agent, JPMorgan Chase Bank, N.A., as syndication agent, and
    Citigroup Global Capital Markets Inc., as sole lead arranger and
    sole bookrunner (incorporated by reference to Exhibit 4.1
    to the Products Corporation December 21, 2006
    Form 8-K).4
.9

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 Products Corporations Annual Report on
    Form 10-K/A
    for the year ended December 31, 2004 filed with the SEC on
    April 12, 2005).10
.

Material Contracts.10
.1

Tax Sharing Agreement, dated as of June 24, 1992, among
    MacAndrews & Forbes Holdings, Revlon, Inc., Products
    Corporation and certain subsidiaries of Products Corporation, as
    amended and restated as of January 1, 2001 (incorporated by
    reference to Exhibit 10.2 to Products Corporations
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001 filed with the SEC on
    February 25, 2002).10
.2

Tax Sharing Agreement, dated as of March 26, 2004, by and
    among Revlon, Inc., Products Corporation and certain
    subsidiaries of Products Corporation (incorporated by reference
    to Exhibit 10.25 to Products Corporations Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2004 filed with the SEC on
    May 17, 2004).10
.3

Employment Agreement, dated as of April 25, 2008 between
    Products Corporation and David L. Kennedy (incorporated by
    reference to Exhibit 10.1 to Revlon, Inc.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed with the SEC on
    May 6, 2008 (the Revlon, Inc. 2008 First Quarter
    Form 10-Q)).10
.4

Employment Agreement, dated as of April 25, 2008, between
    Products Corporation and Alan T. Ennis (incorporated by
    reference to Exhibit 10.2 to the Revlon, Inc. 2008 First
    Quarter
    Form 10-Q).10
.5

Employment Agreement, dated as of April 25, 2008, between
    Products Corporation and Robert K. Kretzman (incorporated by
    reference to Exhibit 10.3 to the Revlon, Inc. 2008 First
    Quarter
    Form 10-Q).10
.6

Third Amended and Restated Revlon, Inc. Stock Plan (as amended,
    the Stock Plan) (incorporated by reference to
    Exhibit 4.1 to Revlon, Inc.s Registration Statement
    on
    Form S-8
    filed with the SEC on December 10, 2007).*10
.7

Form of Nonqualified Stock Option Agreement under the Stock Plan.*10
.8

Form of Restricted Stock Agreement under the Stock Plan.10
.9

Revlon Executive Bonus Plan (incorporated by reference to
    Exhibit 10.15 to Products Corporations Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed with the SEC on
    August 9, 2005).10
.10

Amended and Restated Revlon Pension Equalization Plan, amended
    and restated as of December 14, 1998 (incorporated by
    reference to Exhibit 10.15 to Revlon, Inc.s Annual
    Report on
    Form 10-K
    for the year ended December 31, 1998 filed with the SEC on
    March 3, 1999). 63




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##### Table of Contents



10
.11

Executive Supplemental Medical Expense Plan Summary, dated July
    2000 (incorporated by reference to Exhibit 10.10 to Revlon,
    Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 2002 filed with the SEC on
    March 21, 2003).10
.12

Benefit Plans Assumption Agreement, dated as of July 1,
    1992, by and among Revlon Holdings, Revlon, Inc. and Products
    Corporation (incorporated by reference to Exhibit 10.25 to
    Products Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 1992 filed with the SEC on
    March 12, 1993).10
.13

Revlon Executive Severance Pay Plan (incorporated by reference
    to Exhibit 10.4 to Revlon, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 filed with the SEC
    on November 7, 2006).10
.14

Stockholders Agreement, dated as of February 20, 2004, by
    and between Revlon, Inc. and Fidelity Management &
    Research Company (incorporated by reference to
    Exhibit 10.29 to Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on February 23, 2004).10
.15

MacAndrews & Forbes Senior Subordinated Term Loan
    Agreement, dated as of January 30, 2008, between Products
    Corporation and MacAndrews & Forbes (incorporated by
    reference to Exhibit 10.1 to Products Corporations
    Current Report on
    Form 8-K
    filed with the SEC on February 1, 2008).10
.16

Amendment No. 1 to MacAndrews & Forbes Senior
    Subordinated Term Loan Agreement, dated as of November 14,
    2008 between Products Corporation and MacAndrews &
    Forbes (incorporated by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    of Products Corporation filed with the SEC on November 14,
    2008).10
.17

Letter Agreement between Revlon, Inc. and MacAndrews &
    Forbes, dated as of January 30, 2008 (incorporated by
    reference to Exhibit 10.2 to Revlon, Inc.s Current
    Report on
    Form 8-K
    filed with the SEC on February 1, 2008).21
.

Subsidiaries.*21
.1

Subsidiaries of Revlon, Inc.23
.

Consents of Experts and Counsel.*23
.1

Consent of KPMG LLP.24
.

Powers of Attorney.*24
.1

Power of Attorney executed by Ronald O. Perelman.*24
.2

Power of Attorney executed by Barry F. Schwartz.*24
.3

Power of Attorney executed by Alan S. Bernikow.*24
.4

Power of Attorney executed by Paul J. Bohan.*24
.5

Power of Attorney executed by Meyer Feldberg.*24
.6

Power of Attorney executed by Debra L. Lee.*24
.7

Power of Attorney executed by Tamara Mellon.*24
.8

Power of Attorney executed by Kathi P. Seifert.*24
.9

Power of Attorney executed by Kenneth L. Wolfe.  64




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##### Table of Contents



*31.1

Certification of David L. Kennedy, Chief Executive Officer,
    dated February 25, 2009, pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Exchange Act.*31.2

Certification of Alan T. Ennis, Chief Financial Officer, dated
    February 25, 2009, pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Exchange Act.32.1
    (furnished
    herewith)

Certification of David L. Kennedy, Chief Executive Officer,
    dated February 25, 2009, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32.2
    (furnished
    herewith)

Certification of Alan T. Ennis, Chief Financial Officer, dated
    February 25, 2009, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.*99.1

Revlon, Inc. Audit Committee Pre-Approval Policy.    65




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESINDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
    SCHEDULE
  PageReport of Independent Registered Public
    Accounting Firm (Consolidated Financial Statements)


F-2Report of Independent Registered Public
    Accounting Firm (Internal Control Over
    Financial Reporting)


F-3Audited Financial Statements:Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-4Consolidated Statements of Operations for each of
    the years in the three-year period ended December 31,
    2008


F-5Consolidated Statements of Stockholders
    Deficiency and Comprehensive Income (Loss) for each of the years
    in the three-year period ended December 31, 2008


F-6Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended December 31,
    2008


F-8Notes to Consolidated Financial Statements


F-9Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts


F-61  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
  page F-1.
              F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    F-3




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
    (dollars in millions, except share and per share
    amounts)
  December 31,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
52.8


$
45.1Trade receivables, less allowance for doubtful accounts of $3.3
    and $3.5 as of December 31, 2008 and 2007, respectively


169.9



196.2Inventories


154.2



165.7Prepaid expenses and other


51.3



47.6Assets of discontinued operations


0.3



21.4Total current assets


428.5



476.0Property, plant and equipment, net


112.8



112.7Other assets


89.5



117.9Goodwill, net


182.6



182.7Total assets

$
813.4


$
889.3LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Short-term borrowings

$
0.5


$
1.7Current portion of long-term debt


18.9



6.5Accounts payable


78.1



88.5Accrued expenses and other


225.0



243.0Current liabilities of discontinued operations


0.9



9.0Total current liabilities


323.4



348.7Long-term debt


1,203.2



1,432.4Long-term debt  affiliates


107.0



Long-term pension and other post-retirement plan liabilities


223.7



112.4Other long-term liabilities


67.2



75.9Other long-term liabilities of discontinued operations


1.7



1.9Stockholders deficiency:Class B Common Stock, par value $0.01 per share;
    200,000,000 shares authorized, 3,125,000 issued and
    outstanding as of December 31, 2008 and 2007, respectively






Class A Common Stock, par value $0.01 per share;
    900,000,000 shares authorized and 50,150,355 and
    49,292,340 shares issued as of December 31, 2008 and
    2007, respectively


0.5



0.5Additional paid-in capital


1,000.9



994.1Treasury stock, at cost; 256,453 and 130,579 shares of
    Class A Common Stock as of December 31, 2008 and 2007,
    respectively


(3.6
)


(2.5
)Accumulated deficit


(1,927.5
)


(1,985.4
)Accumulated other comprehensive loss


(183.1
)


(88.7
)Total stockholders deficiency


(1,112.8
)


(1,082.0
)Total liabilities and stockholders deficiency

$
813.4


$
889.3   (a)
    
    All outstanding share amounts have
    been retroactively restated to reflect Revlon, Inc.s
    September 2008
    1-for-10
    Reverse Stock Split. See Note 13, Stockholders
    Equity.   F-4




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
    (dollars in millions, except share and per share
    amounts)
  Year Ended December 31,2008


2007


2006Net sales

$
1,346.8


$
1,367.1


$
1,298.7Cost of sales


490.9



505.7



527.7Gross profit


855.9



861.4



771.0Selling, general and administrative expenses


709.3



735.7



795.6Restructuring costs and other, net


(8.4
)


7.3



27.4Operating income (loss)


155.0



118.4



(52.0
)Other expenses (income):Interest expense


119.7



135.6



147.7Interest income


(0.7
)


(1.9
)


(1.1
)Amortization of debt issuance costs


5.6



3.3



7.5Foreign currency (gains) losses, net


0.1



(6.8
)


(1.5
)Miscellaneous, net


1.1



(0.3
)


27.4Other expenses, net


125.8



129.9



180.0Income (Loss) from continuing operations before income taxes


29.2



(11.5
)


(232.0
)Provision for income taxes


16.1



7.5



20.1Income (Loss) from continuing operations


13.1



(19.0
)


(252.1
)(Loss) income from discontinued operations, net of taxes


(0.4
)


2.9



0.8Gain on disposal of discontinued operations


45.2







Income from discontinued operations, including gain on disposal,
    net of taxes


44.8



2.9



0.8Net income (loss)

$
57.9


$
(16.1
)

$
(251.3
)Basic income (loss) per common share:Continuing operations


0.26



(0.38
)


(6.04
)Discontinued operations


0.87



0.06



0.02Net income (loss)

$
1.13


$
(0.32
)

$
(6.03
)Diluted income (loss) per common share:Continuing operations


0.26



(0.38
)


(6.04
)Discontinued operations


0.87



0.06



0.02Net income (loss)

$
1.13


$
(0.32
)

$
(6.03
)Weighted average number of common shares
    outstanding(a):Basic


51,248,710



50,437,264



41,705,429Diluted


51,311,010



50,437,264



41,705,429   (a)
    
    All outstanding share and per share
    amounts have been retroactively restated to reflect Revlon,
    Inc.s September 2008
    1-for-10
    Reverse Stock Split. See Note 13, Stockholders
    Equity.   F-5




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    DEFICIENCY
    AND COMPREHENSIVE INCOME (LOSS)
  (dollars in millions)
  AdditionalPaid-In-








AccumulatedCapital








Other


TotalCommon


(Capital


Treasury


Accumulated


Comprehensive


StockholdersStock(h)


Deficiency)(h)


Stock


Deficit


Loss(c)


DeficiencyBalance, January 1, 2006

$
0.3


$
768.2


$
(0.8
)

$
(1,741.9
)

$
(121.7
)

$
(1,095.9
)Net proceeds from $110 Million Rights Offering


0.1



107.1















107.2Treasury stock acquired, at
    cost(a)










(0.6
)










(0.6
)Stock option compensation






7.1















7.1Exercise of stock options for common stock






0.2















0.2Amortization of deferred compensation for restricted stock






6.0















6.0Comprehensive loss:Net loss














(251.3
)






(251.3
)Revaluation of foreign currency forward exchange contracts


















(0.1
)


(0.1
)Currency translation adjustment


















3.2



3.2Adjustment for minimum pension
    liability(b)


















19.0



19.0Total comprehensive
    loss(c)






















(229.2
)Net adjustment to initially apply SFAS No. 158, net of
    tax(c)


















(24.6
)


(24.6
)Balance, December 31, 2006


0.4



888.6



(1.4
)


(1,993.2
)


(124.2
)


(1,229.8
)SFAS No. 158 adjustment(d)














(2.9
)


10.3



7.4Adjustment for adoption of
    FIN 48(e)














26.8







26.8Adjusted balance, January 1, 2007


0.4



888.6



(1.4
)


(1,969.3
)


(113.9
)


(1,195.6
)Net proceeds from $100 Million Rights Offering (See Note 13)


0.1



98.8















98.9Treasury stock acquired, at
    cost(a)










(1.1
)










(1.1
)Stock option compensation






1.5















1.5Amortization of deferred compensation for restricted stock






5.2















5.2Comprehensive (loss) income:Net loss














(16.1
)






(16.1
)Revaluation of financial derivative
    instruments(f)


















(1.7
)


(1.7
)Currency translation adjustment


















(2.0
)


(2.0
)Unrealized gains under
    SFAS No. 158(g)


















28.9



28.9Total comprehensive income






















9.1Balance, December 31, 2007


0.5



994.1



(2.5
)


(1,985.4
)


(88.7
)


(1,082.0
)Treasury stock acquired, at
    cost(a)










(1.1
)










(1.1
)Stock option compensation






0.3















0.3Amortization of deferred compensation for restricted stock






6.5















6.5Comprehensive (loss) income:Net income














57.9







57.9Revaluation of financial derivative
    instruments(i)


















(3.3
)


(3.3
)Elimination of currency translation adjustment related to
    Bozzano Sale
    Transaction(h)


















37.3



37.3Currency translation adjustment


















(8.2
)


(8.2
)Unrealized losses under
    SFAS No. 158(g)


















(120.2
)


(120.2
)Total comprehensive loss






















(36.5
)Balance, December 31, 2008

$
0.5


$
1,000.9


$
(3.6
)

$
(1,927.5
)

$
(183.1
)

$
(1,112.8
)   (a)
    
    Pursuant to the share withholding
    provision of the Third Amended and Restated Revlon, Inc. Stock
    Plan, certain employees and executives, in lieu of paying
    withholding taxes on the vesting of certain restricted stock,
    authorized the withholding of an aggregate 125,874; 87,613 and
    19,335 shares of Revlon, Inc. Class A Common Stock (as
    adjusted for Revlon, Inc.s September 2008
    1-for-10
    Reverse Stock Split  See Note 13,
    Stockholders Equity) during 2008, 2007 and
    2006, respectively, to satisfy the minimum statutory tax
    withholding requirements related to such vesting. These shares
    were recorded as treasury stock using the cost method, at,
    respectively, $8.99, $12.89 and $30.13 weighted average per
    share of the closing price of Revlon, Inc. Class A F-6




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##### Table of Contents



Common Stock as reported on the
    NYSE consolidated tape on the respective vesting dates (in each
    case as adjusted for Revlon, Inc.s September 2008
    1-for-10
    Reverse Stock Split), for a total of $1.1 million.(b)
    
    Amount relates to the 2006
    adjustment for minimum pension liability in accordance with
    SFAS No. 87, Employers Accounting for
    Pensions. (See Note 12, Savings Plan, Pension
    and Post-retirement Benefits).(c)
    
    In December 2006, the Company
    adopted SFAS No. 158, Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
    (SFAS No. 158). As a result, a net
    adjustment of $(24.6) million was recorded to the ending
    balance of Accumulated Other Comprehensive Loss. (See
    Note 12, Savings Plan, Pension and Post-retirement
    Benefits).(d)
    
    Due to the Companys early
    adoption of the provisions under SFAS No. 158, effective as
    of January 1, 2007 requiring a measurement date for
    determining defined benefit plan assets and obligations using
    the Companys fiscal year end of December 31st, rather
    than using a September 30th measurement date, the Company
    recognized a net reduction to the beginning balance of
    Accumulated Other Comprehensive Loss of $10.3 million, as
    set forth in the table above, which is comprised of (1) a
    $9.4 million reduction to Accumulated Other Comprehensive
    Loss due to the revaluation of the pension liability as a result
    of the change in the measurement date and (2) a
    $0.9 million reduction to Accumulated Other Comprehensive
    Loss of amortization of prior service costs, actuarial
    gains/losses and return on assets over the period from
    October 1, 2006 to December 31, 2006. In addition, the
    Company recognized a $2.9 million increase to the beginning
    balance of Accumulated Deficit, as set forth in the table above,
    which represents the total net periodic benefit costs incurred
    from October 1, 2006 to December 31, 2006. (See
    Note 12, Savings Plan, Pension and Post-retirement
    Benefits).(e)
    
    Due to the Companys adoption
    of FIN 48, Accounting for Uncertainty in Income
    Taxes  an interpretation of
    SFAS No. 109 effective for the fiscal year
    beginning January 1, 2007, the Company reduced its total
    tax reserves by $26.8 million, which resulted in a
    corresponding reduction to the accumulated deficit component of
    Accumulated Other Comprehensive Income (Loss), as set forth in
    the table above. (See Note 11, Income Taxes).(f)
    
    Due to the Companys use of
    derivative financial instruments, the net amount of hedge
    accounting derivative losses recognized by the Company, as set
    forth in the table above, pertains to (1) the reversal of
    $0.4 million of net losses accumulated in Accumulated Other
    Comprehensive Loss at January 1, 2007 upon the
    Companys election during the fiscal quarter ended
    March 31, 2007 to discontinue the application of hedge
    accounting under SFAS No. 133, Accounting for
    Derivative Instruments and Hedging Activities for certain
    derivative financial instruments, as the Company no longer
    designates its foreign currency forward exchange contracts as
    hedging instruments; (2) the reversal of a
    $0.4 million gain pertaining to a net receipt settlement in
    December 2007 under the terms of Products Corporations
    floating-to-fixed interest rate swap transaction, executed in
    September 2007, with a notional amount of $150 million
    relating to indebtedness under Products Corporations 2006
    Term Loan Facility; and (3) $1.7 million of net losses
    accumulated in Accumulated Other Comprehensive Loss pertaining
    to the change in fair value of the above-mentioned floating-to
    fixed interest rate swap. The Company has designated Products
    Corporations floating-to-fixed interest rate swap executed
    in September 2007, as well as Products Corporations
    floating-to-fixed interest rate swap transaction executed in
    April 2008, with a notional amount of $150 million relating
    to indebtedness under Products Corporations 2006 Term Loan
    Facility as hedging instruments and accordingly applies hedge
    accounting under SFAS No. 133 to such swap
    transactions. (See Note 10, Financial
    Instruments to the Consolidated Financial Statements and
    the discussion of Critical Accounting Policies in this
    Form 10-K).(g)
    
    Amount represents a change in
    Accumulated Other Comprehensive Income (Loss) as a result of the
    amortization of unrecognized prior service costs and actuarial
    gains/losses arising during 2007 and 2008 related to the
    Companys pension and other post-retirement plans. (See
    Note 13, Accumulated Other Comprehensive Loss).(h)
    
    For detail on the Bozzano Sale
    Transaction (as hereinafter defined) see Note 2,
    Discontinued Operations.(i)
    
    Amount relates to (1) net
    unrealized losses of $5.3 million on the 2007 and 2008
    Interest Rate Swaps (see Note 10, Financial
    Instruments to the Consolidated Financial Statements and
    the discussion of Critical Accounting Policies in this
    Form 10-K)
    and (2) the reversal of amounts recorded in Accumulated
    Other Comprehensive Income (Loss) pertaining to net settlement
    receipts of $0.2 million and net settlement payments of
    $2.2 million on the 2007 and 2008 Interest Rate Swaps.   F-7




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    (dollars in millions)
  December 31,2008


2007


2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
57.9


$
(16.1
)

$
(251.3
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Loss (income) from discontinued operations, net of income taxes


0.4



(2.9
)


(0.8
)Depreciation and amortization


91.9



99.6



122.4Amortization of debt discount


0.7



0.6



0.6Stock compensation amortization


6.8



6.7



13.1Loss on early extinguishment of debt


0.7



0.1



23.5Gain on disposal of discontinued operations


(45.2
)






Gain on sale of non-core trademark and certain assets


(12.7
)


(0.6
)


0.3Change in assets and liabilities:Decrease in trade receivables


13.0



9.3



78.7Decrease in inventories


1.8



21.0



36.2(Increase) decrease in prepaid expenses and other current assets


(5.9
)


7.1



0.2Decrease in accounts payable


(10.4
)


(5.6
)


(29.7
)Decrease in accrued expenses and other current liabilities


(18.4
)


(78.3
)


(69.9
)Purchase of permanent displays


(47.2
)


(49.8
)


(98.5
)Other, net


(0.3
)


9.2



35.5Net cash provided by (used in) operating activities


33.1



0.3



(139.7
)CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(20.7
)


(19.8
)


(22.1
)Proceeds from the sale of assets of discontinued operations


107.6







Proceeds from the sale of a non-core trademark and certain assets


13.6



2.4



Net cash provided by (used in) investing activities


100.5



(17.4
)


(22.1
)CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and
    overdraft.


3.1



(5.4
)


(9.4
)(Repayment) borrowings under the 2006 Revolving Credit Facility,
    net


(43.5
)


(14.0
)


57.5Borrowings under the 2004 Term Loan Facility










100.0Borrowings under the 2006 Term Loan Facility










840.0Proceeds from the issuance of long-term debt






0.7



Proceeds from the issuance of long-term
    debt  affiliates


170.0







Repayment of long-term debt


(173.9
)


(50.2
)


(917.8
)Repayment of long-term debt  affiliates


(63.0
)






Net Proceeds from the $110 Million Rights Offering










107.2Net Proceeds from the $100 Million Rights Offering






98.9



Proceeds from the exercise of stock options for common stock










0.2Payment of financing costs


(4.6
)


(0.9
)


(14.8
)Net cash (used in) provided by financing activities


(111.9
)


29.1



162.9CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:Net cash (used in) provided by discontinued operating activities


(10.8
)


3.5



1.1Net cash used in discontinued investing activities






(0.2
)


(0.3
)Net cash (used in) provided by discontinued financing activities


(0.4
)


(4.6
)


0.3Change in cash from discontinued operations


(1.0
)


(1.3
)


Net cash (used in) provided by discontinued operations


(12.2
)


(2.6
)


1.1Effect of exchange rate changes on cash and cash equivalents


(1.8
)


0.5



0.8Net increase in cash and cash equivalents


7.7



9.9



3.0Cash and cash equivalents at beginning of period


45.1



35.2



32.2Cash and cash equivalents at end of period

$
52.8


$
45.1


$
35.2Supplemental Schedule of Cash Flow Information:Cash paid during the period for:Interest

$
123.0


$
137.6


$
155.6Income taxes, net of refunds

$
14.4


$
14.6


$
12.5Supplemental Schedule of Non-Cash Investing and
    Financing Activities:Treasury stock received to satisfy minimum tax withholding
    liabilities

$
1.1


$
1.1


$
0.6    F-8




---



##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (all
    tabular amounts in millions, except share and per share
    amounts)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation and Basis of Presentation:
             F-9




---



##### Table of Contents



Form 10-K 1-for-10
  Cash and
    Cash Equivalents:
      Accounts
    Receivable:
    Inventories:
  first-in,
  Property,
    Plant and Equipment and Other Assets:
   F-10




---



##### Table of Contents



Intangible
    Assets Related to Businesses Acquired:
      Revenue
    Recognition:
   F-11




---



##### Table of Contents



Cost of
    Sales:
    Selling,
    General and Administrative Expenses:
    Advertising:
   F-12




---



##### Table of Contents



Distribution
    Costs:
    Income
    Taxes:
      Research
    and Development:
    Foreign
    Currency Translation:
    Basic and
    Diluted Loss per Common Share and Classes of Stock:
      Stock-Based
    Compensation:
   F-13




---



##### Table of Contents



Derivative
    Financial Instruments:
  floating-to-fixed
  Foreign
    Currency Forward Exchange Contracts
   F-14




---



##### Table of Contents



Interest
    Rate Swap Transactions
  floating-to-fixed 2-year
     F-15




---



##### Table of Contents



Recent
    Accounting Pronouncements:
  and/or
    
    Level 1: Fair valuing the asset or liability using
    observable inputs such as quoted prices in active markets for
    identical assets or liabilities;
    Level 2: Fair valuing the asset or liability using inputs
    other than quoted prices that are observable for the applicable
    asset or liability, either directly or indirectly, such as
    quoted prices for similar (as opposed to identical) assets or
    liabilities in active markets and quoted prices for identical or
    similar assets or liabilities in markets that are not
    active; and
    Level 3: Fair valuing the asset or liability using
    unobservable inputs that reflect the Companys own
    assumptions regarding the applicable asset or liability. F-16




---



##### Table of Contents



Total


Level 1


Level 2


Level 3AssetsInterest Rate
    Swaps(a)

$
0.8


$



$
0.8


$
Foreign currency forward exchange
    contracts(b)


2.2







2.2



Total assets at fair value

$
3.0


$



$
3.0


$
LiabilitiesInterest Rate
    Swaps(a)

$
6.5


$



$
6.5


$
Foreign currency forward exchange
    contracts(b)


0.2







0.2



Total liabilities at fair value

$
6.7


$



$
6.7


$
   (a)
    
    Based on three-month U.S. Dollar
    LIBOR index.(b)
    
    Based on observable market
    transactions of spot and forward rates.      2.
    DISCONTINUED
    OPERATIONS   F-17




---



##### Table of Contents



December 31,


December 31,2008


2007Assets:Cash and cash equivalents

$



$
1.7Trade receivables, less allowance for doubtful accounts of nil
    and $0.8 as of September 30, 2008 and December 31,
    2007, respectively






6.5Inventories






3.4Prepaid expenses and other


0.3



5.0Property, plant and equipment, net






1.0Other assets






0.3Goodwill, net






3.5Total assets

$
0.3


$
21.4Liabilities:Short-term borrowings

$



$
0.4Accounts payable






1.2Accrued expenses and other


0.9



7.4Total current liabilities


0.9



9.0Other long-term liabilities


1.7



1.9Total liabilities

$
2.6


$
10.9    F-18




---



##### Table of Contents



Year Ended December 31,2008


2007


2006Net sales

$
20.6


$
33.0


$
32.7Operating income


0.1



2.6



1.7Income before income taxes


0.1



3.4



0.8Provision for income taxes


0.5



0.5



Net (loss) income


(0.4
)


2.9



0.8   3.
    RESTRUCTURING
    COSTS AND OTHER, NET          F-19




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##### Table of Contents



BalanceBeginning of


Expenses,


Utilized, Net


BalanceYear


Net


Cash


Noncash


End of Year2008Employee severance and other personnel benefits:2006 programs

$
4.1


$
(0.4
)

$
(3.4
)

$



$
0.32007 programs


0.6







(0.5
)






0.12008 programs






4.9



(1.7
)


(0.2
)


3.04.7



4.5



(5.6
)


(0.2
)


3.4Leases and equipment write-offs


0.2







(0.2
)






Total restructuring accrual

$
4.9






$
(5.8
)

$
(0.2
)

$
3.4Gain on sale of Mexico facility






(7.0
)Gain on sale of non-core trademark






(5.9
)Total restructuring costs and other, net





$
(8.4
)2007Employee severance and other personnel benefits:2003 programs

$
0.1


$



$
(0.1
)

$



$
2004 programs


0.1







(0.1
)






2006 Programs


17.2



4.4



(16.2
)


(1.3
)


4.1Other 2006
    programs(a)


0.1







(0.1
)






2007 Programs






2.9



(2.3
)






0.617.5



7.3



(18.8
)


(1.3
)


4.7Leases and equipment write-offs


0.4











(0.2
)


0.2$
17.9


$
7.3


$
(18.8
)

$
(1.5
)

$
4.92006Employee severance and other personnel benefits:2003 programs

$
1.2


$
(0.3
)

$
(0.8
)

$



$
0.12004 programs


2.4







(2.3
)






0.12006 Programs






27.6



(10.4
)






17.2Other 2006
    programs(a)






0.3



(0.2
)






0.13.6



27.6



(13.7
)






17.5Leases and equipment write-offs


0.6



(0.2
)


0.2



(0.2
)


0.4$
4.2


$
27.4


$
(13.5
)

$
(0.2
)

$
17.9   (a)
    
    Other 2006 programs refer to
    various immaterial international restructurings in respect of
    Chile, Brazil and Israel.    4.
    INVENTORIES  December 31,2008


2007Raw materials and supplies

$
57.6


$
58.6Work-in-process


16.6



17.4Finished goods


80.0



89.7$
154.2


$
165.7  F-20




---



##### Table of Contents



5.
    PREPAID
    EXPENSES AND OTHER  December 31,2008


2007Prepaid expenses

$
22.9


$
25.7Other


28.4



21.9$
51.3


$
47.6   6.
    PROPERTY,
    PLANT AND EQUIPMENT, NET  December 31,2008


2007Land and improvements

$
2.0


$
2.0Building and improvements


59.9



59.0Machinery, equipment and capital leases


129.9



133.7Office furniture, fixtures and capitalized software


97.4



89.9Leasehold improvements


10.8



11.9Construction-in-progress


10.1



13.5310.1



310.0Accumulated depreciation


(197.3
)


(197.3
)$
112.8


$
112.7     7.
    ACCRUED
    EXPENSES AND OTHER  December 31,2008


2007Sales returns and allowances

$
87.3


$
98.8Advertising and promotional costs


30.9



36.6Compensation and related benefits


41.4



40.6Interest


14.7



18.9Taxes


15.9



13.0Restructuring costs


3.4



4.6Derivative financial instruments


5.7



1.3Other


25.7



29.2$
225.0


$
243.0   8.
    SHORT-TERM
    BORROWINGS   F-21




---



##### Table of Contents



9.
    LONG-TERM
    DEBT  December 31,2008


20072006 Term Loan Facility due 2012 (See (a) below)

$
833.7


$
840.02006 Revolving Credit Facility due 2012 (See (a) below)






43.591/2% Senior
    Notes due 2011, net of discounts (See (b) below)


388.2



387.585/8% Senior
    Subordinated Notes due 2008 (See (c) below)






167.4MacAndrews & Forbes Senior Subordinated Term Loan due
    2010 (See (d) below)


107.0



2004 Consolidated MacAndrews & Forbes Line of Credit
    (See (e) below)






Other long-term debt


0.2



0.51,329.1



1,438.9Less current portion


(18.9
)


(6.5
)$
1,310.2


$
1,432.4     2008
    Transactions
  Full
    Repayment of the
    85/8% Senior
    Subordinated Notes with the MacAndrews & Forbes Senior
    Subordinated Term Loan
  5 8 5 8 5 8
       F-22




---



##### Table of Contents



2007
    Transactions
  $100
    Million Rights Offering  2007
  2004 Investment Agreement  $100 Million
    Rights Offering,
  2006
    Transactions
  Credit
    Agreement Refinancing  December
    2006
  5-year 5-year
  $110
    Million Rights Offering  March
    2006
  2004 Investment
    Agreement  $110 Million Rights Offering,
  (a)
    Credit
    Agreements:  Complete
    Refinancing of the 2004 Credit Agreement in December
    2006
    1 2
  5-year,
 F-23




---



##### Table of Contents



(i)
    Products Corporation in revolving credit loans denominated in
    U.S. dollars;(ii)
    Products Corporation in swing line loans denominated in
    U.S. dollars up to $30 million;(iii)
    Products Corporation in standby and commercial letters of credit
    denominated in U.S. dollars and other currencies up to
    $60 million; and(iv)
    Products Corporation and certain of its international
    subsidiaries designated from time to time in revolving credit
    loans and bankers acceptances denominated in
    U.S. dollars and other currencies.        (i)
    to foreign lenders a fronting fee of 0.25% per annum on the
    aggregate principal amount of specified Local Loans (which fee
    is retained by foreign lenders out of the portion of the
    Applicable Margin payable to such foreign lender);(ii)
    to foreign lenders an administrative fee of 0.25% per annum on
    the aggregate principal amount of specified Local Loans;(iii)
    to the multi-currency lenders a letter of credit commission
    equal to the product of (a) the Applicable Margin for
    revolving credit loans that are Eurodollar Rate loans (adjusted
    for the term that the letter of credit is outstanding) and
    (b) the aggregate undrawn face amount of letters of
    credit; and(iv)
    to the issuing lender, a letter of credit fronting fee of 0.25%
    per annum of the aggregate undrawn face amount of letters of
    credit, which fee is a portion of the Applicable Margin.   F-24




---



##### Table of Contents



(i)
    the net proceeds in excess of $10.0 million for each
    twelve-month period ending on each July 9 (or $25.0 million
    for the twelve-month period ending on July 9,
    2007) received during such period from sales of Term Loan
    First Lien Collateral (as defined below) by Products Corporation
    or any of its subsidiary guarantors (subject to carryover of
    unused annual basket amounts up to a maximum of
    $25.0 million and subject to certain specified dispositions
    up to an additional $25.0 million in the aggregate);(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt; and(iii)
    50% of Products Corporations Excess Cash Flow
    (as defined under the 2006 Term Loan Facility), which
    prepayments are applied to reduce future regularly scheduled
    amortization payments.          (i)
    mortgages on owned real property, including Products
    Corporations facility in Oxford, North Carolina and
    property in Irvington, New Jersey;(ii)
    the capital stock of Products Corporation and the subsidiary
    guarantors and 66% of the capital stock of Products
    Corporations and the subsidiary guarantors
    first-tier foreign subsidiaries;(iii)
    intellectual property and other intangible property of Products
    Corporation and the subsidiary guarantors; and(iv)
    inventory, accounts receivable, equipment, investment property
    and deposit accounts of Products Corporation and the subsidiary
    guarantors.   F-25




---



##### Table of Contents



(i)
    incurring additional indebtedness or guarantees, with certain
    exceptions;(ii)
    making dividend and other payments or loans to Revlon, Inc. or
    other affiliates, with certain exceptions, including among
    others,  (a)
    exceptions permitting Products Corporation to pay dividends or
    make other payments to Revlon, Inc. to enable it to, among other
    things, pay expenses incidental to being a public holding
    company, including, among other things, professional fees such
    as legal, accounting and insurance fees, regulatory fees, such
    as SEC filing fees and NYSE listing fees, and other expenses
    related to being a public holding company,(b)
    subject to certain circumstances, to finance the purchase by
    Revlon, Inc. of its Class A Common Stock in connection with
    the delivery of such Class A Common Stock to grantees under
    the Stock Plan
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan, and(c)
    subject to certain limitations, to pay dividends or make other
    payments to finance the purchase, redemption or other retirement
    for value by Revlon, Inc. of stock or other equity interests or
    equivalents in Revlon, Inc. held by any current or former
    director, employee or consultant in his or her capacity as such;  (iii)
    creating liens or other encumbrances on Products
    Corporations or its subsidiaries assets or revenues,
    granting negative pledges or selling or transferring any of
    Products Corporations or its subsidiaries assets,
    all subject to certain limited exceptions;(iv)
    with certain exceptions, engaging in merger or acquisition
    transactions;(v)
    prepaying indebtedness and modifying the terms of certain
    indebtedness and specified material contractual obligations,
    subject to certain exceptions;(vi)
    making investments, subject to certain exceptions; and(vii)
    entering into transactions with affiliates of Products
    Corporation other than upon terms no less favorable to Products
    Corporation or its subsidiaries than it would obtain in an
    arms length transaction.   F-26




---



##### Table of Contents



(i)
    nonpayment of any principal, interest or other fees when due,
    subject in the case of interest and fees to a grace period;(ii)
    non-compliance with the covenants in such 2006 Credit Facility
    or the ancillary security documents, subject in certain
    instances to grace periods;(iii)
    the institution of any bankruptcy, insolvency or similar
    proceedings by or against Products Corporation, any of Products
    Corporations subsidiaries or Revlon, Inc., subject in
    certain instances to grace periods;(iv)
    default by Revlon, Inc. or any of its subsidiaries (A) in
    the payment of certain indebtedness when due (whether at
    maturity or by acceleration) in excess of $5.0 million in
    aggregate principal amount or (B) in the observance or
    performance of any other agreement or condition relating to such
    debt, provided that the amount of debt involved is in excess of
    $5.0 million in aggregate principal amount, or the
    occurrence of any other event, the effect of which default
    referred to in this subclause (iv) is to cause or permit
    the holders of such debt to cause the acceleration of payment of
    such debt;(v)
    in the case of the 2006 Term Loan Facility, a cross default
    under the 2006 Revolving Credit Facility, and in the case of the
    2006 Revolving Credit Facility, a cross default under the 2006
    Term Loan Facility;(vi)
    the failure by Products Corporation, certain of Products
    Corporations subsidiaries or Revlon, Inc. to pay certain
    material judgments;(vii)
    a change of control such that (A) Revlon, Inc. shall cease
    to be the beneficial and record owner of 100% of Products
    Corporations capital stock, (B) Ronald O. Perelman
    (or his estate, heirs, executors, administrator or other
    personal representative) and his or their controlled affiliates
    shall cease to control Products Corporation, and any
    other person or group or persons owns, directly or indirectly,
    more than 35% of the total voting power of Products Corporation,
    (C) any person or group of persons other than Ronald O.
    Perelman (or his estate, heirs, executors, administrator or
    other personal representative) and his or their controlled
    affiliates shall control Products Corporation or
    (D) during any period of two consecutive years, the
    directors serving on Products Corporations Board of
    Directors at the beginning of such period (or other directors
    nominated by at least
    662/3%
    of such continuing directors) shall cease to be a majority of
    the directors;(viii)
    the failure by Revlon, Inc. to contribute to Products
    Corporation all of the net proceeds it receives from any sale of
    its equity securities or Products Corporations capital
    stock, subject to certain limited exceptions;(ix)
    the failure of any of Products Corporations, its
    subsidiaries or Revlon, Inc.s representations or
    warranties in any of the documents entered into in connection
    with the 2006 Credit Facility to be correct, true and not
    misleading in all material respects when made or confirmed;(x)
    the conduct by Revlon, Inc. of any meaningful business
    activities other than those that are customary for a publicly
    traded holding company which is not itself an operating company, F-27




---



##### Table of Contents



including the ownership of meaningful assets (other than
    Products Corporations capital stock) or the incurrence of
    debt, in each case subject to limited exceptions;  (xi)
    any M&F Lenders failure to fund any binding
    commitments by such M&F Lender under any agreement
    governing certain loans from the M&F Lenders (excluding the
    MacAndrews & Forbes Senior Subordinated Term Loan
    which was fully funded by MacAndrews & Forbes in
    February 2008); and(xii)
    the failure of certain of Products Corporations affiliates
    which hold Products Corporations or its subsidiaries
    indebtedness to be party to a valid and enforceable agreement
    prohibiting such affiliate from demanding or retaining payments
    in respect of such indebtedness.      Other
    Transactions under the 2004 Credit Agreement Prior to Its
    Complete Refinancing in December 2006
  1 2
  start-up Vital
    Radiance Almay Vital
    Radiance Almay
  and/or
 F-28




---



##### Table of Contents



Vital Radiance
  (b)
    91/2% Senior
    Notes due 2011:  1 2 1 2
  1 2 1 2
  1 2 1 8 1 8 1 8
  1 2 1 2 1 2 1 2 1 2 1 2 1 2
  1 2 1 4 1 2 1 2 1 2 1 2 1 2 1 2
 F-29




---



##### Table of Contents



1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2
  1 2 5 8 1 2 1 2 1 2 1 2
  1 2 1 2 1 2
  1 2 1 2 1 2 1 2
  1 2
  1 2
  (c)
    The
    85/8% Senior
    Subordinated Notes (the
    85/8% Senior
    Subordinated Notes):  5 8 1 2 5 8
 F-30




---



##### Table of Contents



(d)
    MacAndrews &
    Forbes Senior Subordinated Term Loan Agreement  5 8 5 8
      5 8 1 2
  1 2
  1 2
 F-31




---



##### Table of Contents



1 2
  and/or and/or
  (e)
    2004
    Consolidated MacAndrews & Forbes Line of
    Credit:    Long-Term
    Debt Maturities
    Long-termdebtYears ended December 31,

maturities2009

$
18.9
(a)2010


107.0
(b)2011


396.5
(c)2012


808.5
(d)2013


Thereafter


Total long-term debt

$
1,330.9
(e)   (a)
    
    Amount refers to the amortization
    payment of $16.6 million required to be made under the
    terms of the 2006 Term Loan Facility within 100 days after
    its 2008 fiscal year end representing 50% of its 2008
    Excess Cash Flow (as defined in the 2006 Credit F-32




---



##### Table of Contents



Agreements) (which prepayment fully
    offsets Products Corporations required quarterly term loan
    amortization payments of $2.1 million per quarter that
    would otherwise have been due on April 15, 2009,
    July 15, 2009, October 15, 2009, January 15,
    2010, April 15, 2010, July 15, 2010, October 15,
    2010 and $1.9 million of the amortization payment otherwise
    due on January 15, 2011), and regularly scheduled quarterly
    amortization payments required to be made under the terms of the
    2006 Term Loan Facility(b)
    
    Amount refers to the
    $107 million aggregate principal amount outstanding under
    the MacAndrews & Forbes Senior Subordinated Term Loan,
    after giving effect to Products Corporation $63.0 million
    partial repayment of such loan in September 2008 using a portion
    of the net proceeds from the Bozzano Sale Transaction. Pursuant
    to a November 2008 amendment, the MacAndrews & Forbes
    Senior Subordinated Term Loan is scheduled to mature on the
    earlier of (1) the date that Revlon, Inc. issues equity
    with gross proceeds of at least $107 million, which
    proceeds would be contributed to Products Corporation and used
    to repay the $107 million remaining aggregate principal
    balance of the MacAndrews & Forbes Senior Subordinated
    Term Loan, or (2) August 1, 2010.(c)
    
    Amount refers to the principal
    balance due on the
    91/2% Senior
    Notes, as well as regularly scheduled quarterly amortization
    payments required to be made under the terms of the 2006 Term
    Loan Facility. The difference between this amount and the
    carrying amount is due to the issuance of the $80.0 million
    in aggregate principal amount of the Additional
    91/2% Senior
    Notes at a discount, priced at
    951/4%
    of par.(d)
    
    Amount refers to the
    $808.5 million of aggregate principal amount that is
    expected to be outstanding under the 2006 Term Loan Facility on
    its January 2012 maturity date (after giving effect to the
    regularly schedule quarterly amortization payments through the
    January 2012 maturity date of such facility, as well as the
    amortization payment of $16.6 million required to be made
    under the terms of the 2006 Term Loan Facility within
    100 days after its 2008 fiscal year end representing 50% of
    its 2008 Excess Cash Flow (which prepayment fully
    offsets Products Corporations required quarterly term loan
    amortization payments of $2.1 million per quarter that
    would otherwise have been due on April 15, 2009,
    July 15, 2009, October 15, 2009, January 15,
    2010, April 15, 2010, July 15, 2010, October 15,
    2010 and $1.9 million of the amortization payment otherwise
    due on January 15, 2011), and assuming no other
    prepayments, mandatory or otherwise).(e)
    
    Amount excludes the
    $160.0 million 2006 Revolving Credit Facility, which as of
    December 31, 2008, was undrawn.  2004
    Investment Agreement
  1-for-10
     F-33




---



##### Table of Contents



$110
    Million Rights Offering
  1-for-10
  5 8 5 8 5 8
  1-for-10
  $100
    Million Rights Offering
   F-34




---



##### Table of Contents



1-for-10
  5 8 5 8 5 8 5 8
  1-for-10
  Liquidity
    Considerations
    and/or
   F-35




---



##### Table of Contents



and/or and/or
    
    delaying the implementation of or revising certain aspects of
    the Companys business strategy;
    reducing or delaying purchases of wall displays or advertising
    or promotional expenses;
    reducing or delaying capital spending;
    delaying, reducing or revising the Companys restructuring
    programs;
    refinancing Products Corporations indebtedness;
    selling assets or operations;
    seeking additional capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties;
    selling additional Revlon, Inc. equity securities or debt
    securities of Revlon, Inc. or Products Corporation; or
    reducing other discretionary spending.  and/or and/or
  1 2
  10.
    FINANCIAL
    INSTRUMENTS   F-36




---



##### Table of Contents



Derivative
    Financial Instruments
  floating-to-fixed
  Fair Values of Derivative Instruments as of
    December 31,Assets


Liabilities2008


2007




2008


2007Balance Sheet

Fair


Fair


Balance Sheet

Fair


FairClassification

Value


Value


Classification

Value


ValueDerivatives under
    SFAS No. 133:Derivatives designated as hedging instruments:Interest rate
    swaps(a):2007 Interest Rate Swap

Prepaid expenses

$



$
0.1


Accrued expenses

$
3.8


$
0.9Other long-term assets









Other long-term liabilities






1.42008 Interest Rate Swap

Prepaid expenses


0.8






Accrued expenses


1.7



Other long-term assets









Other long-term liabilities


1.0



Derivatives not designated as hedging instruments:Foreign currency forward exchange
    contracts(b)

Prepaid expenses


2.2



0.1


Accrued expenses


0.2



0.4$
3.0


$
0.2




$
6.7


$
2.7   (a)
    
    Fair value is determined by using
    observable market transactions of spot and forward rates.(b)
    
    Fair value is determined by using
    the applicable LIBOR index. F-37




---



##### Table of Contents



Derivative Instruments Gain (Loss) Effect on Consolidated
    Statement ofOperations as of December 31,Income Statement

Amount of Gain (Loss)


Amount of Gain (Loss)Amount of Gain (Loss)


Classification

Reclassified from OCI


Recognized in InterestRecognized in OCI


of Gain (Loss)

to Income


Expense(Effective Portion)


Reclassified from

(Effective Portion)


(Ineffective Portion)2008


2007


OCI to Income

2008


2007


2008


2007Derivatives designated as cash flow hedges:Interest rate swaps:2007 Interest Rate Swap

$
(3.7
)

$
(2.1
)

Interest expense

$
(2.1
)

$
0.4


$



$
(0.1
)2008 Interest Rate Swap


(1.7
)





Interest expense


0.1







(0.2
)


(5.4
)


(2.1
)




(2.0
)


0.4



(0.2
)


(0.1
)Foreign currency forwardexchange
    contracts(a)









Cost of goods sold






(0.4
)






$
(5.4
)

$
(2.1
)



$
(2.0
)

$



$
(0.2
)

$
(0.1
)   Amount of Gain (Loss)Recognized in Foreigncurrency gains(losses), net2008


2007Derivatives not designated
    as hedging instruments:Foreign currency forward
    Exchange contracts

$
4.5


$
(2.0
)
   (a)
    
    Represents losses accumulated prior
    to the Companys election to discontinue hedge accounting
    which are reversed into earnings when the underlying
    transactions to the derivative instrument occur. F-38




---



##### Table of Contents



11.
    INCOME
    TAXES    Year Ended December 31,2008


2007


2006Income (loss) from continuing operations before income taxes:United States

$
(22.0
)

$
(54.0
)

$
(244.4
)Foreign


51.2



42.5



12.4$
29.2


$
(11.5
)

$
(232.0
)Provision (benefit) for income taxes:United States federal

$
0.6


$
0.2


$
0.2State and local


(3.0
)


(0.2
)


1.2Foreign


18.5



7.5



18.7$
16.1


$
7.5


$
20.1Current

$
31.7


$
20.9


$
22.5Deferred


2.8



(4.2
)


0.2Benefits of operating loss carryforwards


(18.4
)


(3.3
)


(2.6
)Resolution of tax matters






(5.9
)


$
16.1


$
7.5


$
20.1     Year Ended December 31,2008


2007


2006Computed expected tax expense

$
10.2


$
(4.0
)

$
(81.2
)State and local taxes, net of U.S. federal income tax benefit


(2.0
)


(0.1
)


0.8Foreign and U.S. tax effects attributable to operations outside
    the U.S.


0.5



6.2



3.0Change in valuation allowance


(18.2
)


(2.4
)


90.9Foreign dividends subject to tax


26.7



12.0



4.8Resolution of tax matters






(5.9
)


Other


(1.1
)


1.7



1.8Tax expense

$
16.1


$
7.5


$
20.1  F-39




---



##### Table of Contents



December 31,2008


2007Deferred tax assets:Accounts receivable, principally due to doubtful accounts

$
0.9


$
0.8Inventories


7.7



10.0Net operating loss carryforwards  U.S.


208.7



281.8Net operating loss carryforwards  foreign


77.0



112.2Accruals and related reserves


1.1



1.8Employee benefits


49.2



53.3State and local taxes


4.9



6.6Advertising, sales discount, returns and coupon redemptions


34.5



38.3Other


29.2



23.9Total gross deferred tax assets


413.2



528.7Less valuation allowance


(391.2
)


(501.0
)Total deferred tax assets, net of valuation allowance


22.0



27.7Deferred tax liabilities:Plant, equipment and other assets


(15.7
)


(15.5
)Other


(0.1
)


(3.6
)Total gross deferred tax liabilities


(15.8
)


(19.1
)Net deferred tax assets

$
6.2


$
8.6          F-40




---



##### Table of Contents



Balance at January 1, 2007

$
57.7Increase based on tax positions taken in a prior year


5.3Decrease based on tax positions taken in a prior year


Increase based on tax positions taken in the current year


5.5Decrease related to settlements with taxing authorities and
    changes in law


(7.4
)Decrease resulting from the lapse of statutes of limitations


(7.2
)Balance at December 31, 2007

$
53.9Increase based on tax positions taken in a prior year


5.6Decrease based on tax positions taken in a prior year


(10.1
)Increase based on tax positions taken in the current year


7.4Decrease related to settlements with taxing authorities and
    changes in law


Decrease resulting from the lapse of statutes of limitations


(5.9
)Balance at December 31, 2008

$
50.9      F-41




---



##### Table of Contents



F-42




---



##### Table of Contents



12.
    SAVINGS
    PLAN, PENSION AND POST-RETIREMENT BENEFITS  Savings
    Plan:
  U.S.-based
  Pension
    Benefits:
  non-U.S. employees,
  Other
    Post-retirement Benefits:
    Adoption
    of SFAS No. 158:
   F-43




---



##### Table of Contents



OtherPost-retirementPension Plans


Benefit Plans2008


2007


2008


2007Change in Benefit Obligation:Benefit obligation  beginning of year

$
(578.3
)

$
(599.3
)

$
(14.0
)

$
(15.1
)Service cost


(8.3
)


(9.2
)


(0.1
)


Interest cost


(34.5
)


(33.1
)


(0.8
)


(0.9
)Plan amendments


(0.2
)


(0.7
)






Actuarial gain


11.0



35.1



0.1



1.1Special termination benefits






(0.1
)






Benefits paid


35.1



31.5



1.0



1.0Foreign exchange gain (loss)


15.4



(2.3
)


0.6



(0.1
)Plan participant contributions


(0.3
)


(0.2
)






Benefit obligation  end of year

$
(560.1
)

$
(578.3
)

$
(13.2
)

$
(14.0
)Change in Plan Assets:Fair value of plan assets  beginning of year

$
473.7


$
438.7


$



$
Actual (loss) return on plan assets


(96.7
)


27.7







Employer contributions


11.8



37.1



1.0



1.0Plan participant contributions


0.2



0.2







Benefits paid


(35.1
)


(31.5
)


(1.0
)


(1.0
)Foreign exchange (loss) gain


(11.6
)


1.5







Fair value of plan assets  end of year

$
342.3


$
473.7


$



$
Unfunded status of plans at December 31,

$
(217.8
)

$
(105.5
)

$
(13.2
)

$
(14.0
)Overfunded status of plans at December 31,

$



$
0.9


$



$
     OtherPost-retirementPension Plans


Benefit PlansDecember 31,2008


2007


2008


2007Other long-term assets

$



$
0.9


$



$
Accrued expenses and other


(6.3
)


(6.1
)


(1.0
)


(1.0
)Pension and other post-retirement benefit liabilities


(211.5
)


(99.4
)


(12.2
)


(13.0
)(217.8
)


(104.6
)


(13.2
)


(14.0
)Accumulated other comprehensive loss


192.0



72.3



2.1



2.6$
(25.8
)

$
(32.3
)

$
(11.1
)

$
(11.4
)  F-44




---



##### Table of Contents



December 31,2008


2007


2006Projected benefit obligation

$
560.1


$
578.3


$
599.3Accumulated benefit obligation


550.3



563.7



578.8Fair value of plan assets


342.3



473.7



438.7     OtherPost-retirementPension Plans


Benefit PlansYears Ended December 31,2008


2007


2006


2008


2007


2006Net periodic benefit cost:Service cost

$
8.3


$
9.2


$
10.0


$



$
0.1


$
Interest cost


34.5



33.1



32.1



0.8



0.9



0.8Expected return on plan assets


(37.2
)


(36.8
)


(31.8
)










Amortization of prior service credit


(0.4
)


(0.5
)


(0.5
)










Amortization of actuarial loss


1.3



2.9



6.6



0.2



0.2



0.1Settlement cost










0.1











Curtailment cost






0.1



(0.8
)










6.5



8.0



15.7



1.0



1.2



0.9Portion allocated to Revlon Holdings


(0.1
)


(0.1
)


(0.1
)










$
6.4


$
7.9


$
15.6


$
1.0


$
1.2


$
0.9     Post-retirementPension Benefits


Benefits


TotalNet actuarial loss

$
192.8


$
2.1


$
194.9Prior service credit


(0.8
)






(0.8
)192.0



2.1



194.1Portion allocated to Revlon Holdings


(0.4
)


(0.1
)


(0.5
)$
191.6


$
2.0


$
193.6    F-45




---



##### Table of Contents



U.S. Plans


International Plans2008


2007


2008


2007Discount rate


6.35
%


6.24
%


6.40
%


5.70
%Rate of future compensation increases


4.00



4.00



4.00



4.30     U.S. Plans


International Plans2008


2007


2006


2008


2007


2006Discount rate


6.24
%


5.75
%


5.50
%(a)


5.70
%


5.00
%


5.00
%Expected long-term return on plan assets


8.25



8.50



8.50



6.90



6.70



6.70Rate of future compensation increases


4.00



4.00



4.00



4.30



3.90



3.70   (a)

    
    As a result of the Companys early adoption of the
    measurement date provisions of SFAS No. 158, and
    applying a December 31st measurement date rather than
    a September 30th measurement as of the beginning of
    the fiscal year ending December 31, 2007, the discount rate
    used to determine the net periodic benefit cost for the
    Companys U.S. plans during 2006 was 5.50% and 5.75%
    for the nine months and final three months of 2006, respectively.          U.S. Plans


International Plans2008


2007


2006


2008


2007


2006Fair value of plan assets

$
309.4


$
424.4


$
380.3


$
32.9


$
49.3


$
43.7  F-46




---



##### Table of Contents



Target RangesU.S. Plans

International PlansAsset Category:Equity securities

33% - 39%

38% - 46%Fixed income securities

20% - 26%

54% - 62%Real estate

0% - 3%

Cash and other investments

13% - 19%

0% - 4%Global balanced strategies

22% - 28%

     U.S. Plans


International Plans2008


2007


2008


2007Asset Category:Equity securities


30.5
%


38.1
%


42.4
%


50.3
%Fixed income securities


24.4



19.6



57.4



49.3Cash and other investments


22.0



17.9



0.2



0.4Global balanced strategies


23.1



24.4







100.0
%


100.0
%


100.0
%


100.0
%    F-47




---



##### Table of Contents



Contributions:
    Estimated
    Future Benefit Payments:
    Total


TotalPension


OtherBenefits


Benefits2009

$
36.6


$
1.02010


37.1



1.12011


38.2



1.12012


39.8



1.12013


41.2



1.2Years 2014 to 2018


220.1



6.1   13.
    STOCKHOLDERS
    EQUITY  1-for-10 and/or
  Common Stock


TreasuryClass A


Class B


StockBalance, January 1, 2006


34,447,274



3,125,000



23,631Stock issuances in $110 Million Rights Offering


3,928,571







Exercise of stock options for common stock


6,040







Restricted stock grants


651,167







Cancellation of restricted stock


(32,937
)






Withholding of restricted stock to satisfy taxes










19,335Balance, December 31, 2006


39,000,115



3,125,000



42,966Stock issuances in $100 Million Rights Offering


9,523,809







Restricted stock grants


831,352







Cancellation of restricted stock


(62,936
)






Withholding of restricted stock to satisfy taxes










87,613Balance, December 31, 2007


49,292,340



3,125,000



130,579Stock issuances










Restricted stock grants


939,925







Cancellation of restricted stock


(81,910
)






Repurchase of restricted stock










125,874Balance, December 31, 2008


50,150,355



3,125,000



256,453  F-48




---



##### Table of Contents



Common
    Stock
    1-for-10
        Treasury
    stock
  1-for-10
  1-for-10
 F-49




---



##### Table of Contents



1-for-10
  14.
    STOCK
    COMPENSATION PLAN  1-for-10
    Stock
    options:
       F-50




---



##### Table of Contents



WeightedShares


Average(000s)


Exercise PriceOutstanding at January 1, 2006


3,303.3


$
42.47Granted


4.7



19.47Exercised


(6.0
)


28.99Forfeited and expired


(802.7
)


33.42Outstanding at December 31, 2006


2,499.3



45.43Granted






Exercised






Forfeited and expired


(331.2
)


69.00Outstanding at December 31, 2007


2,168.1



41.94Granted






Exercised






Forfeited and expired


(762.6
)


51.60Outstanding at December 31, 2008


1,405.5



36.76     Year Ended December 31,2008


2007


2006Expected life of
    option(a)


N/A



N/A



4.75 yearsRisk-free interest
    rate(b)


N/A
%


N/A
%


4.76
%Expected
    volatility(c)


N/A
%


N/A
%


65
%Expected dividend
    yield(d)


N/A



N/A



N/A   (a)
    
    The expected life of an option is
    calculated using a formula based on the vesting term and
    contractual life of the option.(b)
    
    The risk-free interest rate is
    based upon the rate in effect at the time of the option grant on
    a zero coupon U.S. Treasury bill for periods approximating
    the expected life of the option.(c)
    
    Expected volatility is based on the
    daily historical volatility of the closing price of Revlon,
    Inc.s Class A Common Stock as reported on the NYSE
    consolidated tape over the expected life of the option.(d)
    
    Assumes no dividends on Revlon,
    Inc.s Class A Common Stock for stock options granted
    during the years ended December 31, 2008, 2007 and 2006,
    respectively. F-51




---



##### Table of Contents



Outstanding


ExerciseableWeighted


Weighted








Weighted


WeightedNumber of


Average


Average


Aggregate


Number of


Average


AverageRange of

Options


Years


Exercise


Intrinsic


Options


Years


ExerciseExercise Prices

(000s)


Remaining


Price


Value


(000s)


Remaining


Price$14.60 to $25.50


276.5



3.50


$
25.24







209.0



3.50


$
25.2425.51 to  34.70


868.3



2.40



30.35







867.2



2.40



30.3534.71 to  56.40


123.3



3.67



39.49







123.3



3.67



39.4956.41 to 100.00


95.7



1.85



69.24







95.7



1.85



69.24100.01 to 500.00


41.7



0.16



164.15







41.7



0.16



164.1514.60 to 500.00


1,405.5



2.63



36.76







1,336.9



2.58



37.34   Restricted
    stock awards and restricted stock units:
      WeightedAverageShares


Grant Date(000s)


Fair ValueOutstanding at January 1, 2006


381.0


$
31.86Granted


651.2



15.87Vested(a)


(187.2
)


31.33Forfeited


(32.9
)


30.15Outstanding at December 31, 2006


812.1



19.23Granted


831.3



12.50Vested(a)


(415.4
)


22.46Forfeited


(63.2
)


15.74Outstanding at December 31, 2007


1,164.8



13.45Granted


939.9



7.22Vested (a)


(379.4
)


14.47Forfeited


(81.6
)


13.46Outstanding at December 31, 2008


1,643.7



9.65   (a)
    
    Of the amounts vested during 2006,
    2007 and 2008, 19,335 shares; 87,613 shares; and
    125,874 shares, respectively, were withheld by the Company
    to satisfy certain grantees minimum withholding tax
    requirements, which withheld shares became Revlon, Inc. treasury
    stock and are not sold on the open market. (See discussion under
    Treasury Stock in Note 13,
    Stockholders Equity). F-52




---



##### Table of Contents



1-for-10
   F-53




---



##### Table of Contents



15.
    ACCUMULATED
    OTHER COMPREHENSIVE LOSS    Actuarial


Prior ServiceGain/(Loss)


Cost





AccumulatedForeign


Minimum


on Post-


on Post-


Deferred


OtherCurrency


Pension


retirement


retirement


Loss -


ComprehensiveTranslation


Liability


Benefits


Benefits


Hedging


LossBalance January 1, 2006

$
(14.4
)

$
(107.0
)

$



$



$
(0.3
)

$
(121.7
)Unrealized gains (losses)


3.2



19.0











(0.4
)


21.8Reclassifications under
    SFAS No. 158(a)






88.0



(115.8
)


2.7







(25.1
)Portion of SFAS No. 158 reclassification allocated to
    Revlon
    Holdings(a)










0.5











0.5Reclassifications into net loss


















0.3



0.3Balance December 31, 2006


(11.2
)






(115.3
)


2.7



(0.4
)


(124.2
)SFAS No. 158
    adjustment(b)










10.3











10.3Adjusted balance January 1, 2007


(11.2
)






(105.0
)


2.7



(0.4
)


(113.9
)Unrealized losses


(2.0
)














(1.7
)


(3.7
)Reclassifications into net
    loss(c)






















Unrealized gains under
    SFAS No. 158(d)










30.1



(1.2
)






28.9Balance December 31, 2007


(13.2
)






(74.9
)


1.5



(2.1
)


(88.7
)Unrealized losses


(8.2
)














(5.3
)


(13.5
)Reclassifications into net
    loss(e)


















2.0



2.0Elimination of currency translation adjustments related to
    Bozzano Sale Transaction


37.3



















37.3Unrealized losses under SFAS No. 158










(119.5
)


(0.7
)






(120.2
)Balance December 31, 2008

$
15.9


$



$
(194.4
)

$
0.8


$
(5.4
)

$
(183.1
)   (a)
    
    Due to the adoption of
    SFAS No. 158 in December 2006, the minimum pension
    liability, as set forth in the table above, is no longer
    recognized as a component of comprehensive loss. The
    $24.6 million net adjustment represents the difference
    between (1) $115.8 million of actuarial gains and
    $2.7 million of prior service costs calculated under
    SFAS No. 158, both of which have not yet been
    recognized as a component of net periodic pension cost,
    (2) the net $0.5 million reclassification of actuarial
    gains and prior service costs calculated under
    SFAS No. 158, which are attributable to Revlon
    Holdings under the 1992 transfer agreements referred to in
    Note 16, Related Party Transactions, and
    (3) the $88.0 million reversal of the minimum pension
    liability, which under SFAS No. 158 is no longer
    required as a component of comprehensive loss to be recognized
    during 2006 as a component of comprehensive loss. (See
    Note 12, Savings Plan, Pension and Other
    Post-retirement Benefits).(b)
    
    Due to the Companys early
    adoption of the provisions under SFAS No. 158,
    effective as of January 1, 2007 requiring a measurement
    date for determining defined benefit plan assets and obligations
    using the Companys fiscal year end of December 31st,
    rather than using a September 30th measurement date,
    the Company recognized a net reduction to the F-54




---



##### Table of Contents



beginning balance of Accumulated
    Other Comprehensive Loss of $10.3 million, as set forth in
    the table above, which is comprised of (1) a
    $9.4 million reduction to Accumulated Other Comprehensive
    Loss due to the revaluation of the pension liability as a result
    of the change in the measurement date and (2) a
    $0.9 million reduction to Accumulated Other Comprehensive
    Loss of amortization of prior service costs, actuarial
    gains/losses and return on assets over the period from
    October 1, 2006 to December 31, 2006. In addition, the
    Company recognized a $2.9 million increase to the beginning
    balance of Accumulated Deficit, as set forth in the table above,
    which represents the total net periodic benefit costs incurred
    from October 1, 2006 to December 31, 2006. (See
    Note 12, Savings Plan, Pension, and Post-retirement
    Benefits).(c)
    
    Due to the Companys use of
    derivative financial instruments, the net amount of hedge
    accounting derivative losses recognized by the Company, as set
    forth in the table above, pertains to (1) the reversal of
    $0.4 million of net losses accumulated in Accumulated Other
    Comprehensive Loss at January 1, 2007 upon the
    Companys election during the fiscal quarter ended
    March 31, 2007 to discontinue the application of hedge
    accounting under SFAS No. 133, Accounting for
    Derivative Instruments and Hedging Activities for certain
    derivative financial instruments, as the Company no longer
    designates its foreign currency forward exchange contracts as
    hedging instruments and (2) the reversal of a
    $0.4 million gain pertaining a net receipt settlement in
    December 2007 under the terms of Products Corporations
    2007 Interest Rate Swap. The Company has designated the 2007
    Interest Rate Swap as a hedging instrument and accordingly
    applies hedge accounting under SFAS No. 133. (See
    Note 10, Financial Instruments to the
    Consolidated Financial Statements and the discussion of Critical
    Accounting Policies in this
    Form 10-K).(d)
    
    Amount represents a reduction in
    Accumulated Other Comprehensive Loss as a result of the
    amortization of unrecognized prior service costs and actuarial
    gains/losses arising during 2007 related to the Companys
    pension and other post-retirement plans.(e)
    
    Amount represents the reversal of
    amounts recorded in Accumulated Other Comprehensive Income
    (Loss) pertaining to net settlement receipts of
    $0.2 million and net settlement payments of
    $2.2 million on the 2007 and 2008 Interest Rate Swaps.  16.
    RELATED
    PARTY TRANSACTIONS    Transfer
    Agreements
    Reimbursement
    Agreements
   F-55




---



##### Table of Contents



Tax
    Sharing Agreements
    Registration
    Rights Agreement
   F-56




---



##### Table of Contents



MacAndrews &
    Forbes Senior Subordinated Term Loan and the 2004 Consolidated
    MacAndrews & Forbes Line of Credit
    Refinancing
    Transactions and Rights Offerings
  5 8
  Other
     F-57




---



##### Table of Contents



1-for-10
      17.
    COMMITMENTS
    AND CONTINGENCIES    and/or
 F-58




---



##### Table of Contents



18.
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)  1-for-10
    Year Ended December 31, 20081st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterNet sales

$
311.7


$
366.5


$
334.4


$
334.2Gross profit


198.7



241.9



207.6



207.7(Loss) income from continuing operations


(2.7
)


19.8



(15.2
)


11.2Income from discontinued operations


0.2



0.1



44.4



0.1Net (loss) income


(2.5
)


19.9



29.2



11.3Basic (loss) income per common share:Continuing operations


(0.05
)


0.39



(0.30
)


0.22Discontinued operations


0.00



0.00



0.87



0.00Net (loss) income

$
(0.05
)

$
0.39


$
0.57


$
0.22Diluted (loss) income per common share:Continuing operations


(0.05
)


0.39



(0.30
)


0.22Discontinued operations


0.00



0.00



0.86



0.00Net (loss) income per common share

$
(0.05
)

$
0.39


$
0.57


$
0.22   Year Ended December 31, 20071st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterNet sales

$
322.0


$
341.0


$
330.8


$
373.3Gross profit


199.3



217.5



211.1



233.5(Loss) income from continuing operations


(35.0
)


(11.9
)


(12.1
)


40.0(Loss) income from discontinued operations


(0.2
)


0.6



1.7



0.8Net (loss) income


(35.2
)


(11.3
)


(10.4
)


40.8Basic loss per common share:Continuing operations


(0.72
)


(0.23
)


(0.24
)


0.78Discontinued operations


(0.00
)


0.01



0.03



0.02Net loss per common share

$
(0.72
)

$
(0.22
)

$
(0.20
)

$
0.80Diluted loss per common share:Continuing operations


(0.72
)


(0.23
)


(0.24
)


0.78Discontinued operations


(0.00
)


0.01



0.03



0.02Net loss per common share

$
(0.72
)

$
(0.22
)

$
(0.20
)

$
0.80   19.
    GEOGRAPHIC,
    FINANCIAL AND OTHER INFORMATION   F-59




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##### Table of Contents



Year Ended December 31,2008





2007





2006Geographic area:Net sales:United States

$
782.6



58
%

$
804.2



59
%

$
764.9



59
%International


564.2



42
%


562.9



41
%


533.8



41
%$
1,346.8






$
1,367.1






$
1,298.7   December 31,2008





2007





2006Long-lived assets  net:United States

$
308.1



80
%

$
332.3



80
%

$
362.1



82
%International


76.6



20
%


81.0



20
%


77.1



18
%$
384.7






$
413.3






$
439.2   Year Ended December 31,2008





2007





2006Classes of similar products:Net sales:Color cosmetics

$
831.0



62
%

$
792.1



58
%

$
788.4



61
%Beauty care and fragrance


515.8



38
%


575.0



42
%


510.3



39
%$
1,346.8






$
1,367.1






$
1,298.7  F-60




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##### Table of Contents



Schedule II  REVLON,
    INC. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2008, 2007 and 2006
    (dollars in millions)
  Balance at


Charged to





Balance atBeginning


Cost and


Other


End ofYear


Expenses


Deductions


YearYear ended December 31, 2008:Applied against asset accounts:Allowance for doubtful accounts

$
3.5


$
0.4


$
(0.6
)(1)

$
3.3Allowance for volume and early payment discounts

$
15.2


$
56.0


$
(57.7
)(2)

$
13.5Year ended December 31, 2007:Applied against asset accounts:Allowance for doubtful accounts

$
3.5


$
(0.4
)

$
0.4
(1)

$
3.5Allowance for volume and early payment discounts

$
13.7


$
52.1


$
(50.6
)(2)

$
15.2Year ended December 31, 2006:Applied against asset accounts:Allowance for doubtful accounts

$
4.8


$
(1.9
)

$
0.6
(1)

$
3.5Allowance for volume and early payment discounts

$
13.8


$
52.1


$
(52.2
)(2)

$
13.7   (1)
    
    Doubtful accounts written off, less
    recoveries, reclassifications and foreign currency translation
    adjustments.(2)
    
    Discounts taken, reclassifications
    and foreign currency translation adjustments. F-61




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##### Table of Contents



SIGNATURES    Revlon,
    Inc.
    (Registrant)
  By:  /s/ David L. Kennedy

By:  /s/ Alan T. Ennis

By:  /s/ Edward A. MammoneDavid L. Kennedy
    President,
    Chief Executive Officer and
    Director

Alan T. EnnisExecutive Vice President andChief Financial Officer

Edward A. MammoneSenior Vice President,Corporate Controller andChief Accounting Officer       Signature

Title*(Ronald
    O. Perelman)

Chairman of the Board and Director*(Barry
    F. Schwartz)

Director/s/  David
    L. KennedyDavid
    L. Kennedy

President, Chief Executive Officer and Director*(Alan
    S. Bernikow)

Director*(Paul
    J. Bohan)

Director*(Meyer
    Feldberg)

Director*(Debra
    L. Lee)

Director*(Tamara
    Mellon)

Director*(Kathi
    P. Seifert)

Director*(Kenneth
    L. Wolfe)

Director   *
    
    Robert K. Kretzman, by signing his name hereto, does hereby sign
    this report on behalf of the directors of the registrant above
    whose typed names asterisks appear, pursuant to powers of
    attorney duly executed by such directors and filed with the
    Securities and Exchange Commission.