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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K/A

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

(MarkOne)

     ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

    TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from                              to                            

Commission file number 33-59650

REVLON CONSUMER PRODUCTS CORPORATION

(Exact name of registrant as specified in itscharter)

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|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 13-3662953                         |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 237Park Avenue, New York, NewYork                           |  | 10017                              |
| (Address of principal executiveoffices)                     |  | (Zip Code)                         |
|                                                             |

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

Securities registered pursuant to Section 12(b) or 12(g) of theAct: None

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

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

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

The aggregatemarket value of the voting stock held by non-affiliates of theregistrant is not applicable as there is no public market therefor. Allshares of common stock are held by one affiliate. The number ofoutstanding shares of the registrant's common stock, as ofDecember 31, 2004, was5,260.

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ExplanatoryNote:

Revlon Consumer Products Corporation("Products Corporation") is filing AmendmentNo. 1 to its Annual Report on Form 10-K for the year ended December 31,2004 filed with the Securites and Exchange Commission (the"SEC" or the"Commission") on March 10, 2005 to amend suchreport for the following reasons:

Products Corporation, in itsAnnual Report on Form 10-K filed with the SEC on March 10, 2005disclosed that Revlon, Inc., the owner of 100% of theoutstanding shares of Products Corporation's capital stock, is an"accelerated filer" and that Revlon, Inc.intended to include the required reports and attestations concerningits internal control over financial reporting required under Section404 of the Sarbanes-Oxley Act of 2002("Sarbanes-Oxley") and the related SEC rulesand regulations in an amendment to its Annual Report on Form 10-K inaccordance with the SEC's exemptive order in SEC Release No.50754, which provided qualified issuers with a 45-day extension forfiling these reports and attestations. Revlon, Inc. has recentlycompleted its analysis, documentation and testing of its system ofinternal control over financial reporting and has prepared its reporton the effectiveness of its internal control over financial reporting,and Revlon, Inc.'s independent registered public accounting firm,KPMG LLP, has completed its audit and report on management'sassessment of its internal control over financial reporting, each ofwhich are required to be included in Revlon, Inc.'s Annual Reporton Form 10-K for the fiscal year ended December 31, 2004 under Section404 of Sarbanes-Oxley and the SEC's related rules andregulations. Accordingly, Revlon, Inc. is filing its Annual Report onForm 10-K/A to include such reports and attestations. ProductsCorporation is filing this Annual Report on Form 10-K/A to incorporatesuch updated information.

Products Corporation also disclosed inits Annual Report on Form 10-K for the year ended December 31, 2004that it intended to complete in the first quarter of 2005 a refinancingof its 8 1/8% Senior Notes due 2006 and its9% Senior Notes due 2006. As previously announced on March 16,2005, Products Corporation completed an offering of $310 millionaggregate principal amount of 91⁄2% SeniorNotes due 2011 and used the proceeds to, among other things, defeaseall of the $116.2 million aggregate principal amount outstanding of its8 1/8% Senior Notes and all of the $75.5 millionaggregate principal amount outstanding of its 9% Senior Notes,each of which will be redeemed on April 15, 2005, and also prepaid $100million of the term loan facility under its 2004 credit agreement(together, the "2005 RefinancingTransactions"). Accordingly, this Annual Report on Form10-K/A amends certain information regarding the consummation of the2005 Refinancing Transactions.

For consistency of disclosurewith Revlon, Inc., our parent company, which has filed a Form 10/K-A onthe same date as this filing incorporating disclosure regardingmanagement's assessment of its internal control over financialreporting and other updates, we are filing this Form 10-K/A. Based onthe foregoing, the following items wereamended:

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| •  | "Part II –Item 9A – Controls and Procedures" has been amendedin this Form 10-K/A to include updated information concerning Revlon,Inc.'s Management's Annual Report on Internal Control overFinancial Reporting and related conforming changes have been made inthis Form 10-K/A in "Part II—Forward LookingStatements" and "Part III, Item14—Principal Accountant Fees and Services". |

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| •  | Further, as the 2005 RefinancingTransactions were in fact consummated in the interim period between theMarch 10, 2005 filing of the Company's original Annual Report onForm 10-K for the fiscal year ended December 31, 2004 and the filing ofthis amendment to such Form 10-K, the following sections have beenamended in this Form 10-K/A to reflect the consummation of the 2005Refinancing Transactions: "Part 1, Item 1. –Business—Recent Developments", "Note 19to the Consolidated Financial Statements—SubsequentEvents" and "Part IV, Item 15.—Exhibitsand Financial Statement Schedules". "Note 9to the Consolidated Financial Statements—Long-termDebt" also has been amended to include additionalreferences to "(See "SubsequentEvents" in Note 19 to the Consolidated FinancialStatements)". |

In addition and pursuant to Rule12b-15 of the Securities and Exchange Act of 1934, as amended, theCompany is filing herewith certain currently dated certifications. Noother information contained in the Annual Report on Form 10-K is beingamended hereby.

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PART I

(Dollarsin Millions, Except Per Share Data)

Item 1.    Business

Background

Revlon Consumer Products Corporation("Products Corporation" and together with itssubsidiaries, the "Company"), is a directwholly owned subsidiary of Revlon, Inc., which manufactures, marketsand sells an extensive array of cosmetics and skin care, fragrances andpersonal care products. **Revlon** is one of the world'sleading mass-market cosmetics brands. **Revlon** believes that itsglobal brand name recognition, product quality and marketing experiencehave enabled it to create one of the strongest consumer brandfranchises in the world. The Company's products are soldworldwide and marketed under such well-known brand names as **Revlon,ColorStay, Revlon Age Defying, Revlon Age Defying with Botafirm,Fabulash, Super Lustrous,**and**Skinlights**, as well as**Almay**, including the Company's new **Almay Intensei-color** collection, in cosmetics; **Vitamin C Absolutes, Eterna27, Ultima II** and **Jeanne Gatineau** in skin care;**Charlie** in fragrances; and **High Dimension, Flex, Mitchum,Colorsilk, Jean Naté**and **Bozzano** in personal careproducts.

The Company was founded by Charles Revson, whorevolutionized the cosmetics industry by introducing nail enamelsmatched to lipsticks in fashion colors over 70 years ago. Today, theCompany has leading market positions in a number of its principalproduct categories in the U.S. mass-market distribution channel,including the lip, face makeup and nail enamel categories. The Companyalso has leading market positions in several product categories incertain markets outside of the U.S., including in Australia, Canada,Mexico and South Africa. The Company's products are sold in morethan 100 countries across six continents.

All U.S. market shareand market position data herein for the Company's brands arebased upon retail dollar sales, which are derived from ACNielsen data.ACNielsen measures retail sales volume of products sold in the U.S.mass-market distribution channel. Such data represent ACNielsen'sestimates based upon data gathered by ACNielsen from market samples,which ACNielsen adjusts from time to time, and are therefore subject tosome degree of variance. Additionally, as of August 4, 2001,ACNielsen's data do not reflect sales volume from Wal-Mart, Inc.,which is the Company's largest customer, representingapproximately 21.0% of the Company's 2004 consolidated netsales.

The Company's Plan

The Company'splan consists of three main components: (1) the cost rationalizationphase; (2) the stabilization and growth phase; and (3) the continuedgrowth momentum and accelerated growth phase.

Phase 1 —Cost Rationalization

In 1999 and 2000, the Company faced anumber of strategic challenges. Accordingly, through 2001 the Companyfocused its plan on lowering costs and improving operating efficiency.The Company believes that the actions taken during 2000 and 2001lowered aspects of the Company's cost structure and improved theCompany's manufacturing and operating efficiency, creating aplatform for the stabilization and growth stage of its plan.

Phase 2 — Stabilization and Growth

In February 2002,the Company announced the appointment of Jack L. Stahl, formerpresident and chief operating officer of The Coca-Cola Company, as theCompany's new President and Chief Executive Officer.

Following the appointment of Mr. Stahl, the Company undertook anextensive review and evaluation of the Company's business toestablish specific integrated objectives and actions to advance thenext stage in the Company's plan. As a result of this review, theCompany established three principal objectives:

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| •  | creatingand developing the most consumer-preferredbrands; |

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| •  | becoming the mostvaluable partner to the Company's retailers;and |

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| •  | becoming a top companywhere people choose to work. |

The Company also conducted detailedevaluations and research of the strengths of the Revlon brand and theAlmay brand; the Company's advertising and promotional efforts;the Company's relationships with the Company's retailersand consumers; its retail in-store presence; and the strength andskills of the Company's organization. As a result, the Companydeveloped the following key actions and investments to support thestabilization and growth phase of itsplan:

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| •  | Increase advertising andmedia effectiveness. The Company is seeking to improve theeffectiveness of its marketing, including its advertising, by, amongother things, targeting its advertising spend to optimize its impact onthe Company's consumers, ensuring consistent messaging andimagery in its advertising, in the graphics included in theCompany's wall displays and in other marketingmaterials. |

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| •  | Increase themarketing effectiveness of the Company's wall displays. TheCompany made significant improvements to its retail wall displays bystreamlining its product assortment and reconfiguring productplacement, intended to optimize cross-selling among the Company'svarious product categories on the wall displays and make the displayseasier to merchandise and stock. The Company has continued to focus onenhancing the effectiveness of its merchandiser coverage to improvein-store stock levels and work with its retail customers to improvereplenishment of the Company's products on the wall displays andto minimize out-of-stocks at its retail customers. |

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| •  | Adopt revised pricing strategies.The Company has been selectively adjusting prices on certain stockkeeping units, or SKUs, to better align the Company's pricingwith product benefits and competitivebenchmarks. |

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| •  | Further strengthenthe Company's new product development process. The Company hasdeveloped and is implementing a new cross-functional productdevelopment process intended to optimize the Company's ability tobring to market its new product offerings and to ensure that theCompany has products in key trend categories. The Company'slineup of new products for 2005 is the result of this new productdevelopment process. |

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| •  | Implementa comprehensive program to develop and train the Company'semployees. The Company continues to implement its comprehensive programto further develop the management, leadership and communication skillsof its employees, which the Company will regularly assess as part ofits goal to become a top company where people choose to work. |

InDecember 2002, Revlon, Inc. announced that it would accelerate aspectsof the implementation of the stabilization and growth phase of itsplan. The Company recorded charges of approximately $104 in 2002 andapproximately $31 during 2003. These charges related to various aspectsof the stabilization and growth phase of the Company's plan,primarily from sales returns and inventory writedowns from a selectivereduction of SKUs, reduced distribution of the Ultima II brand, higherallowances due to selective price adjustments on certain products,professional expenses associated with the development of, research inrelation to, and execution of the stabilization and growth phase of theCompany's plan, and writedowns associated with reconfiguringexisting wall displays at the Company's retail customers. Thesecharges do not include brand support expenses and training anddevelopment costs.

Phase 3 — Continued Growth Momentumand Accelerated Growth

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

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

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| •  | Continueto increase the effectiveness and reduce the cost of theCompany's displaywall. |

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

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

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

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| •  | Continue tostrengthen the Company's balance sheet and capital structure. TheCompany strengthened its balance sheet by completing two significantfinancing transactions during 2004: (i) Revlon, Inc. exchangedapproximately $804 of Products Corporation's debt, $54.6 ofRevlon, Inc.'s preferred stock and $9.9 of accrued interest for299,969,493 shares of Revlon, Inc. Class A common stock, with a parvalue of $0.01 per share ("Revlon Class A CommonStock"); and (ii) Products Corporation entered into a new2004 Credit Agreement (as hereinafter defined), consisting of an $800term loan facility and a $160 asset-based multi-currency revolvingcredit facility, and used the proceeds to refinance its 2001 CreditAgreement (as hereinafter defined) and to complete a tender offer andsubsequent redemption of all $363 aggregate principal amountoutstanding of its 12% Senior Secured Notes due 2005. |

TheCompany is in the process of reviewing its advertising agencies as partof its strategy to optimize the effectiveness of its advertising,marketing and promotions and the Company expects decisions related tosuch matters will be made in the first quarter of 2005. Continuing toimplement and refine the Company's plan could include takingadvantage of opportunities to reposition, repackage or reformulate oneor more of the Company's brands or product lines, launching newbrands or product lines or further refining our approach to retailmerchandising. Any of these actions, whose intended purpose would be tocreate value through profitable growth, could result in the Companymaking investments or recognizing charges related to executing againstsuch opportunities.

Recent Developments

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

Concurrently with the sale of the 91⁄2% Senior Notes,Revlon, Inc. on March 16, 2005 also announced that on April 15, 2005Products Corporation will redeem all of the $116.2 aggregate principalamount outstanding of its 8 1/8% Senior Notesdue 2006 (the "8 1/8% SeniorNotes") and all of the $75.5 aggregate principal amountoutstanding of its 9% Senior Notes due 2006 (the"9% Senior Notes") and that it haseffected a covenant defeasance of its 8 1/8%Senior Notes and 9% Senior Notes by (i) mailing on March 16,2005 irrevocable notices of redemption with respect to such notes, and(ii) irrevocably depositing on March 16, 2005 in trust with the trusteeunder the indentures an amount sufficient to redeem such notes. Revlon,Inc. also indicated that Products Corporation used a portion of theproceeds from the offering (i) to prepay $100 of indebtednessoutstanding under the Term Loan Facility of its 2004 Credit Agreement(as each such term is hereinafter defined), together with accruedinterest and the $5.0 prepayment fee associated with such prepayment,and (ii) to pay a portion of the fees and expenses incurred inconnection with the transactions described above (such transactionsbeing referred to as the "2005 RefinancingTransactions").

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The 91⁄2% Senior Notes wereissued by Products Corporation pursuant to an indenture, dated as ofMarch 16, 2005 (the "91⁄2% Senior NotesIndenture"), by and between Products Corporation and U.S.Bank National Association, as trustee. Pursuant to the terms of the91⁄2% Senior Notes Indenture, the 91⁄2% SeniorNotes are senior unsecured debt of Products Corporation equal in rightof payment with any of Products Corporation's present and futuresenior indebtedness. The 91⁄2% Senior Notes bear interestat an annual rate of 91⁄2%, which will be payable on April1 and October 1 of each year, commencing on October 1, 2005. The91⁄2% Senior Notes Indenture provides that ProductsCorporation may redeem the 91⁄2% Senior Notes at its optionin whole or in part at any time on or after April 1, 2008, at theredemption prices set forth in the 91⁄2% Senior NotesIndenture. In addition, at any time prior to April 1, 2008, ProductsCorporation is entitled to redeem up to 35% of the aggregateprincipal amount of the 91⁄2% Senior Notes at a redemptionprice of 109.5% of the principal amount thereof, plus accruedand unpaid interest, if any, thereon to the date fixed for redemption,with, and, to the extent actually received, the net cash proceeds ofone or more public equity offerings, provided that at least 65%of the aggregate principal amount of the 91⁄2% Senior Notesoriginally issued remains outstanding immediately after giving effectto such redemption. In addition, the 91⁄2% Senior NotesIndenture provides that Products Corporation is entitled to redeem the91⁄2% Senior Notes at any time or from time to time priorto April 1, 2008, at a redemption price per note equal to the sum of(1) the then outstanding principal amount thereof, plus (2) accrued andunpaid interest (if any) to the date of redemption, plus (3) thegreater of (i) 1.0% of the then outstanding principal amount ofsuch note at such time and (ii) the excess of (A) the present value atsuch redemption date of (1) the redemption price of such note on April1, 2008 (exclusive of any accrued interest) plus (2) all requiredremaining scheduled interest payments due on such note through April 1,2008, computed using a discount rate equal to the applicable treasuryrate plus 75 basis points, over (B) the then outstanding principalamount of such note at such time. Pursuant to the 91⁄2%Senior Notes Indenture, upon a change of control (as defined in the91⁄2% Senior Notes Indenture), each holder of the91⁄2% Senior Notes has the right to require ProductsCorporation to make an offer to repurchase all or a portion of suchholder's 91⁄2% Senior Notes at a price equal to101% of the principal amount of such holder's91⁄2% Senior Notes plus accrued interest.

The91⁄2% Senior Notes Indenture contains covenants which,subject to certain exceptions, limit the ability of ProductsCorporation and its subsidiaries to, among other things, incuradditional indebtedness, pay dividends on or redeem or repurchasestock, engage in certain asset sales, make certain types of investmentsand other restricted payments, engage in transactions with affiliates,restrict dividends or payments from subsidiaries and create liens ontheir assets. The 91⁄2% Senior Notes Indenture containscustomary events of default.

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

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effective the shelf registration statementuntil two years after its effective date. Products Corporation alsoagreed that, if by the 90th day following the closing of the offeringof the 91⁄2% Senior Notes (or June 14, 2005), aregistration statement has not been filed with the SEC with respect tothe exchange offer or the resale of the 91⁄2% Senior Notes,the rate per annum at which the 91⁄2% Senior Notes bearinterest will increase by 0.5% from and including such date,until but excluding the earlier of (i) the date such registrationstatement is filed and (ii) the 210th day after the closing of theoffering of the 91⁄2% Senior Notes (or October 12, 2005);and if by such date neither (i) the exchange offer is consummated nor(ii) the shelf registration statement is declared effective, the rateper annum at which the 91⁄2% Senior Notes bear interestwill increase by 0.5% from and including such date, until butexcluding the earlier of (i) the consummation of the exchange offer and(ii) the effective date of a shelf registration statement.

Products

The Company manufactures and markets a variety ofproducts worldwide. The following table sets forth the Company'sprincipal brands and certain selectedproducts.

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|---------------------|--|----------------------------------------|--|-------------------|--|------------------------|--|-----------------------------|--|---------------|--|--|--|--|--|--|--|--|
| Cosmetics           |  | Hair                                   |  | BeautyTools       |  | Fragrance              |  | Anti-Perspirants/Deodorants |  | Skin          |
| RevlonAlmayUltimaII |  | ColorsilkHigh DimensionFrost &Glow |  | RevlonBeautyTools |  | CharlieJeanNaté |  | MitchumAlmay                |  | GatineauAlmay |
|                     |

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

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

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

The Company sellsface makeup, including foundation, powder, blush and concealers, undersuch Revlon brand names as **Revlon Age Defying**, which is targetedfor women in the over-35 age bracket; **ColorStay and ColorStay StayNatural**, which uses patented transfer-resistant technology thatprovides long wear and "won't rub off"benefits; **New Complexion**, for younger consumers and**Skinlights** skin brighteners that brighten skin with sheer washesof color. In 2004, the Company updated and simplified its line of blushproducts to better assist the consumer in her selection. For 2005, the**Revlon Age Defying** franchise has been further improved with theincorporation of **Botafirm**, to help reduce the appearance oflines and wrinkles.

The Company's eye makeup productsinclude mascaras, eyeliners and eye shadows. In mascaras, keyfranchises include **ColorStay**, both base **ColorStay,** aswell as **ColorStay Overtime** lash tint, a patented product thatwears for up to three days, and **Lash Fantasy**Primer and Mascara,a double-ended mascara that nourishes the lashes while lifting andlengthening. The eyeshadow franchises include **Illuminance**, an

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eye shadow that gives a luminous finish, aswell as **Eyeglide Shimmer Shadow**, a cream shadow in a twist-uppackage. In 2005, the Company introduced **Fabulash**, with alash-maximizing formula for 100% fuller lashes.

Cosmetics — Almay:    The Company's**Almay** brand consists of a line of hypo-allergenic,dermatologist-tested, fragrance-free cosmetics and skin care products.**Almay** products include lip makeup, eye and face makeup, and skincare products. The **Almay** brand flagship **One Coat**franchise consists of lip makeup and eye makeup products includingmascara, which was further improved in 2005. The Company also sells**Almay** **Nearly Naked** Foundation in a touch-pad for a light,weightless feel, as well as the **Bright Eyes** franchises, mascaraand eyeliner, for bigger, brighter-looking eyes. In 2004, the Companyintroduced **Almay Whipped Gloss** for a shine that nourishes lips.In 2005, **Truly Lasting Lipcolor** was introduced, providing along-wearing benefit to consumers. The **Almay Intense i-color**collection was also introduced in 2005 — designed to appeal tothe consumers' desire for simplicity, it providescolor-coordinated shades of shadow, liner and mascara for each eyecolor.

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

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

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

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

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

Marketing

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

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

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The Company also uses cooperativeadvertising programs with some retailers, supported by Company-paid orCompany-subsidized demonstrators, and coordinated in-store promotionsand displays. These displays include "RevlonReports," which highlight seasonal and other fashion andcolor trends, describe the Company's products that address thosetrends and can include coupons, rebate offers and other promotionalmaterial to encourage consumers to try the Company's products.Other marketing materials designed to introduce the Company'snewest products to consumers and encourage trial and purchase in-storeinclude trial-size products and couponing. Additionally, the Companymaintains separate websites, www.revlon.com andwww.almay.com devoted to the **Revlon** and **Almay**brands, respectively. Each of these websites feature current productand promotional information for the **Revlon** and **Almay**brands, respectively, and are updated regularly to stay current withthe Company's new product launches and other advertising andpromotional campaigns.

New Product Development and Research andDevelopment

The Company believes that it is an industry leaderin the development of innovative and technologically-advanced consumerproducts. The Company's marketing and research and developmentgroups identify consumer needs and shifts in consumer preferences inorder to develop new products, tailor line extensions and promotionsand redesign or reformulate existing products to satisfy such needs orpreferences. The Company's research and development groupcomprises departments specialized in the technologies critical to theCompany's various product categories, as well as an advancedtechnology department that promotes inter-departmental,cross-functional research on a wide range of technologies to developnew and innovative products. In connection with the implementation ofthe stabilization and growth phase of the Company's plan, theCompany has developed and is implementing a new cross-functionalproduct development process intended to optimize the Company'sability to bring to market its new product offerings and to ensure thatthe Company has products in key trend categories.

The Companyoperates an extensive cosmetics research and development facility inEdison, New Jersey. The scientists at the Edison facility areresponsible for all of the Company's new product researchworldwide, performing research for new products, ideas, concepts andpackaging. The research and development group at the Edison facilityalso performs extensive safety and quality tests on the Company'sproducts, including toxicology, microbiology and package testing.Additionally, quality control testing is performed at eachmanufacturing facility.

As of December 31, 2004, the Companyemployed approximately 180 people in its research and developmentactivities, including specialists in pharmacology, toxicology,chemistry, microbiology, engineering, biology, dermatology and qualitycontrol. In 2004, 2003 and 2002, the Company spent approximately $24.0,$25.4 and $23.3, respectively, on research and developmentactivities.

Manufacturing and Related Operations and RawMaterials

During 2004, cosmetics and/or personal care productswere produced at the Company's facilities in Oxford, NorthCarolina, Irvington, New Jersey, Venezuela, France, South Africa, Chinaand Mexico and at third-party owned facilities around the world, withthe largest third-party manufacturer located in Maesteg, Wales. OnSeptember 22, 2004, the Company exercised its contractual rights toterminate its 2002 supply agreement with Creative Outsourcing SolutionsInternational Limited ("COSi") that iscurrently scheduled to become effective on June 30, 2005. The Companyintends to transition such manufacturing primarily to its Oxford NorthCarolina facility and distribution and warehousing to a localU.K.-based third party and does not currently expect any disruption inits supply chain. The Company continually reviews its manufacturingneeds against its manufacturing capacity to identify opportunities toreduce costs and operate more efficiently. The Company purchases rawmaterials and components throughout the world. The Company continuouslypursues reductions in cost of goods through the global sourcing of rawmaterials and components from qualified vendors, utilizing its largepurchasing capacity to maximize cost savings. The global sourcing ofraw materials and components from accredited vendors also ensures thequality of the raw materials and components. The Company believes thatalternate sources of raw materials and components exist and does notanticipate any significant shortages of, or difficulty in obtaining,such materials.

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Distribution

The Company'sproducts are sold in more than 100 countries across six continents. TheCompany's worldwide sales force had approximately 330 people asof December 31, 2004, including a dedicated sales force for cosmetics,skin care, fragrance and personal care products in the mass-marketdistribution channel in the U.S. In addition, the Company utilizessales representatives and independent distributors to serve specializedmarkets and related distribution channels.

United States andCanada.     Net sales in the U.S. and Canada accounted forapproximately 66% of the Company's 2004 net sales, amajority of which were made in the mass-market distribution channel.The Company also sells a broad range of consumer products to U.S.Government military exchanges and commissaries. The Company licensesits trademarks to select manufacturers for products that the Companybelieves have the potential to extend the Company's brand namesand image. As of December 31, 2004, ten (10) licenses were in effectrelating to sixteen (16) product categories to be marketed principallyin the mass-market distribution channel. Pursuant to such licenses, theCompany retains strict control over product design and development,product quality, advertising and use of its trademarks. These licensingarrangements offer opportunities for the Company to generate revenuesand cash flow through royalties and renewal fees, some of which havebeen prepaid.

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

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

Customers

The Company's principal customers includelarge mass volume retailers and chain drug stores, including suchwell-known retailers as Wal-Mart, Target, Kmart, Walgreens, Rite Aid,CVS, Eckerd, Albertsons Drugs and Longs in the U.S., Boots in theUnited Kingdom, Watsons in the Far East and Wal-Mart internationally.Wal-Mart and its affiliates worldwide accounted for approximately21.0% of the Company's 2004 consolidated net sales. TheCompany expects that Wal-Mart and a small number of other customerswill, in the aggregate, continue to account for a large portion of theCompany's net sales. Although the loss of Wal-Mart or one or moreof the Company's other customers that may account for asignificant portion of the Company's sales, or any significantdecrease in sales to these customers or any significant decrease inretail display space in any of these customers' stores, couldhave a material adverse effect on the Company's business,financial condition or results of operations, the Company has no reasonto believe that any such loss of customers or decrease in sales willoccur.

Competition

The consumer products business ishighly competitive. The Company competes primarily on the basis of:developing quality products with innovative performance features;shades, finishes and packaging; educating consumers on our productbenefits; anticipating and responding to changing consumer demands in atimely manner, including the timing of new product introductions andline extensions; offering attractively priced products; maintainingfavorable brand recognition; generating competitive margins

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and inventory turns for its retail customersby providing market-right products and executing effective pricing,incentive and promotion programs; ensuring product availability througheffective planning and replenishment collaboration with retailers;providing strong and effective advertising, marketing, promotion andmerchandising support; maintaining an effective sales force; andobtaining sufficient retail floor space, optimal in-store positioningand effective presentation of its products at retail. The Companyexperienced declines in its market share in the U.S. mass-market incolor cosmetics from the end of the first half of 1998 through thefirst half of 2002, including a decline in its color cosmetics marketshare from 32.0% in the second quarter of 1998 to 22.3%in the second quarter of 2002. From the second half of 2002 through theend of 2003, the Company's market share stabilized, achieving a22.3% market share for 2003. For 2004, the Revlon and Almaybrands combined held U.S. mass-market share of 21.5%, comparedwith 22.3% for 2003. The Company competes in selected productcategories against a number of multinational manufacturers, some ofwhich are larger and have substantially greater resources than theCompany, and which may therefore have the ability to spend moreaggressively on advertising and marketing and have more flexibilitythan the Company to respond to changing business and economicconditions. In addition to products sold in the mass-market anddemonstrator-assisted channels, the Company's products alsocompete with similar products sold in prestige department storechannels, door-to-door or through mail-order or telemarketing byrepresentatives of direct sales companies. The Company'sprincipal competitors include L'Oréal S.A., The Procter& Gamble Company and The Estée Lauder Companies Inc.

Patents, Trademarks and Proprietary Technology

TheCompany's major trademarks are registered in the U.S. and in wellover 100 other countries, and the Company considers trademarkprotection to be very important to its business. Significant trademarksinclude **Revlon, ColorStay, Revlon Age Defying, Skinlights, HighDimension, Frost & Glow, Illuminance, Cutex** (outside the U.S.),**Mitchum, Eterna 27, Almay, Almay**Kinetin**, Ultima II, Flex,Charlie, Jean Naté, Moon Drops, Super Lustrous**and**Colorsilk**.

The Company utilizes certain proprietary, patentpending or patented technologies in the formulation or manufacture of anumber of the Company's products, including **ColorStay**cosmetics, classic **Revlon** nail enamel, **Skinlights** skinbrightener, **High Dimension** hair color, **Super Top Speed**nail enamel, **Revlon Age Defying** foundation and cosmetics, **NewComplexion** makeup, **Time-Off** makeup, **Amazing Lasting**cosmetics**,** and **Almay One Coat** cosmetics. The Company alsoprotects certain of its packaging and component concepts through designpatents. The Company considers its proprietary technology and patentprotection to be important to its business.

GovernmentRegulation

The Company is subject to regulation by the FederalTrade Commission (the "FTC") and the Food andDrug Administration (the "FDA") in the UnitedStates, as well as various other federal, state, local and foreignregulatory authorities, including the European Commission in theEuropean Union ("EU"). The Oxford, NorthCarolina manufacturing facility is registered with the FDA as a drugmanufacturing establishment, permitting the manufacture of cosmeticsthat contain over-the-counter drug ingredients, such as sunscreens andantiperspirants. Compliance with federal, state, local and foreign lawsand regulations pertaining to discharge of materials into theenvironment, or otherwise relating to the protection of theenvironment, has not had, and is not anticipated to have, a materialeffect upon the Company's capital expenditures, earnings orcompetitive position. State and local regulations in the U.S. andregulations in the EU that are designed to protect consumers or theenvironment have an increasing influence on the Company's productclaims, contents and packaging.

Industry Segments, Foreign andDomestic Operations

The Company operates in a single segment.Certain geographic, financial and other information of the Company isset forth in the Consolidated Statements of Operations and Note 18 ofthe Notes to Consolidated Financial Statements of the Company.

Employees

As of December 31, 2004, the Company employedapproximately 6,300 people. As of December 31, 2004, approximately 150of such employees in the U.S. were covered by collective bargainingagreements. 

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The Company believes that its employeerelations are satisfactory. Although the Company has experienced minorwork stoppages of limited duration in the past in the ordinary courseof business, such work stoppages have not had a material effect on theCompany's results of operations or financial condition.

Item 2.    Properties

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

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

|  |
|--|
|  |  |
|  |

|     |                                                             |
|-----|-------------------------------------------------------------|
| (a) | Propertiessubject to liens under the 2004 Credit Agreement. |

|     |                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The Kempton Park, South Africa leaseterminated on February 28, 2005 and a new lease was entered into for120,000 sq. ft. in Isando, South Africa. At December 31, 2004, this newfacility was not operational, but it is now operational. |

Inaddition to the facilities described above, the Company owns and leasesadditional facilities in various areas throughout the world, includingthe lease for the Company's executive offices in New York, NewYork (approximately 176,749 square feet, of which approximately 5,900square feet was sublet to the Company's affiliates as of December31, 2004). Management considers the Company's facilities to bewell-maintained and satisfactory for the Company's operations,and believes that the Company's facilities and third partycontractual supplier arrangements provide sufficient capacity for itscurrent and expected production requirements.

Item3.    Legal Proceedings

The Company is involved in variousroutine legal proceedings incident to the ordinary course of itsbusiness. The Company believes that the outcome of all pending legalproceedings in the aggregate is unlikely to have a material adverseeffect on the business or consolidated financial condition of theCompany.

Item 4.    Submission of Matters to a Vote ofSecurity Holders

No matter was submitted to a vote of securityholders during the fourth quarter of the fiscal year covered by thisreport.

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PART II

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

Revlon, Inc. beneficially owns all of the 5,260outstanding shares of common stock, par value $1.00 per share, ofProducts Corporation. MacAndrews & Forbes Holdings, which is whollyowned by Ronald O. Perelman, owns (i) 190,110,641 shares of RevlonClass A Common Stock (20,819,333 of which are owned by REV Holdings and169,291,308 of which are beneficially owned by MacAndrews & Forbes)and (ii) all of the outstanding 31,250,000 shares of Revlon Class BCommon Stock of Revlon, Inc., with a par value of $0.01 per share("Revlon Class B Common Stock", and togetherwith the Revlon Class A Common Stock, the "Revlon CommonStock"). Based on the shares referenced in clauses (i) and(ii) above, and including Mr. Perelman's vested stock optionsdiscussed in Part III, Item 12. (Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters) ofthis Form 10-K, Mr. Perelman, directly and indirectly, throughMacAndrews & Forbes, at December 31, 2004, beneficially ownedapproximately 59.9% of Revlon, Inc.'s outstanding sharesof Revlon Common Stock and had approximately 77.2% of thecombined voting power of the outstanding shares of Revlon Common Stockcurrently entitled to vote at Revlon, Inc.'s 2005 Annual Meetingof Stockholders. The remaining 148,757,303 shares of Revlon Class ACommon Stock outstanding at December 31, 2004 were owned by the public.Revlon's Class A Common Stock is listed and traded on the NewYork Stock Exchange (the "NYSE"). There is noestablished trading market for Products Corporation's commonstock. No dividends were declared or paid during 2004 or 2003 byProducts Corporation to Revlon, Inc. or by Revlon, Inc. on its RevlonCommon Stock. The terms of the 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit (each ashereinafter defined), the 8 5/8% SeniorSubordinated Notes, the 8 1/8% Senior Notes andthe 9% Senior Notes (as each such series of notes is hereinafterdefined) currently restrict the ability of Products Corporation to paydividends or make distributions to Revlon, Inc., except in limitedcircumstances. See Part III, Item 12. (Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters) andthe Consolidated Financial Statements of the Company and the Notesthereto.

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Item 6.    Selected Financial Data

The Consolidated Statements of Operations Data for each of the yearsin the five-year period ended December 31, 2004 and the Balance SheetData as of December 31, 2004, 2003, 2002, 2001 and 2000 are derivedfrom the Consolidated Financial Statements of the Company, which havebeen audited by KPMG LLP, an independent registered public accountingfirm. The Selected Consolidated Financial Data should be read inconjunction with the Company's Consolidated Financial Statementsand the Notes to the Consolidated Financial Statements and"Management's Discussion and Analysis of FinancialCondition and Results ofOperations."

|                                            |  |                       |         |                 |  |         |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------|--|-----------------------|---------|-----------------|--|---------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                       |  | YearEnded December31, |
|                                       |  | 2004                  |         | 2003(d)         |  | 2002(d) |         | 2001    |  | 2000   |
|                                       |  | (dollarsin millions)  |
| **Statements of OperationsData(a):**       |  |                  |    |            |  |    |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netsales                                   |  | $                     | 1,297.2 |            |  | $       | 1,299.3 |    |  | $      | 1,119.4 |    |  | $      | 1,277.6 |    |  | $      | 1,409.4 |    |
| Grossprofit(b)                             |  |                  | 811.9   |            |  |    | 798.2   |    |  |   | 615.7   |    |  |   | 733.4   |    |  |   | 835.1   |    |
| Selling,general and administrativeexpenses |  |                  | 716.4   |            |  |    | 769.7   |    |  |   | 711.1   |    |  |   | 676.6   |    |  |   | 763.4   |    |
| Restructuringcosts and other, net(c)       |  |                  | 5.8     |            |  |    | 6.0     |    |  |   | 13.6    |    |  |   | 38.1    |    |  |   | 54.1    |    |
| Operatingincome(loss)                      |  |                  | 89.7    |            |  |    | 22.5    |    |  |   | (109.0  | )  |  |   | 18.7    |    |  |   | 17.6    |    |
| Interestexpense                            |  |                  | 130.8   |            |  |    | 174.5   |    |  |   | 159.0   |    |  |   | 140.5   |    |  |   | 144.5   |    |
| Losson early extinguishment of debt        |  |                  | 90.7    |  (e)  |  |    | — |    |  |   | — |    |  |   | 3.6     |    |  |   | — |    |
| Lossfrom continuingoperations              |  |                  | (142.8  | )          |  |    | (154.0  | )  |  |   | (281.8  | )  |  |   | (152.2  | )  |  |   | (128.0  | )  |
|                                            |

|                              |  |                      |          |         |  |        |          |         |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|------------------------------|--|----------------------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                         |  | December31,          |
|                         |  | 2004                 |          | 2003    |  | 2002   |          | 2001    |  | 2000   |
|                         |  | (dollarsin millions) |
| **Balance Sheet Data(a):**   |  |                 |     |    |  |   |     |    |  |   |     |    |  |   |     |    |  |   |     |    |
| Totalassets                  |  | $                    | 998.6    |    |  | $      | 890.7    |    |  | $      | 932.0    |    |  | $      | 991.4    |    |  | $      | 1,104.2  |    |
| Totalindebtedness            |  |                 | 1,355.3  |    |  |   | 1,897.5  |    |  |   | 1,775.1  |    |  |   | 1,661.1  |    |  |   | 1,593.8  |    |
| Totalstockholder'sdeficiency |  |                 | (1,021.8 | )  |  |   | (1,727.2 | )  |  |   | (1,639.9 | )  |  |   | (1,288.2 | )  |  |   | (1,104.3 | )  |
|                              |

|  |
|--|
|  |  |
|  |

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

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

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

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

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e) | Represents the loss on theexchange of equity for certain indebtedness in the Revlon ExchangeTransactions (as hereinafter defined) and fees, expenses, premiums andthe write-off of deferred financing costs related to the RevlonExchange Transactions, the tender for and redemption of the 12%Senior Secured Notes (including applicable premium) (as hereinafterdefined) and the repayment of the 2001 Credit Agreement (as hereinafterdefined). (See Note 9 to the Consolidated FinancialStatements.) |

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Item 7.    Management'sDiscussion and Analysis of Financial Condition and Results ofOperations

(dollars in millions, except per sharedata)

Overview

The Company is providing this overviewin accordance with the SEC's December 2003 interpretive guidanceregarding Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Company operates in asingle segment and manufactures, markets and sells an extensive arrayof cosmetics and skin care, fragrances and personal care products. Inaddition, the Company has a licensing group.

The Company hasaccelerated the implementation of its three-part plan to rationalizecosts and to grow the business. In 2002, the Company began theimplementation of the stabilization and growth phase of its plan.

The Company intends to capitalize on the actions taken during thestabilization and growth phase of its plan, with the objective ofincreasing revenues and achieving profitability over the long term. TheCompany currently anticipates that the continued growth momentum andaccelerated growth stage of its plan will include various actions thatrepresent refinements of and additions to the actions taken during thestabilization and growth phase of its plan, with the objective ofbalancing top-line growth with improved operating margins anddeveloping and implementing the Company's productivityinitiatives. These ongoing initiatives include, among other things,actions to: (i) further improve the new product development andintroduction process; (ii) continue to increase the effectiveness andreduce the cost of the Company's display walls; (iii) driveefficiencies across the Company's overall supply chain, includingreducing manufacturing costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, which willinclude moving certain production for the European markets to theCompany's Oxford, North Carolina facility (the Company intends totransition such manufacturing primarily to one or more of its otherfacilities and does not currently expect any disruption in its supplychain) and entering into new warehousing and distribution arrangementsin the U.K.; and (iv) optimize the effectiveness of the Company'sadvertising, marketing and promotions. This stage will also includestrengthening the Company's balance sheet and capital structure,much of which, as discussed in Note 9 to the Consolidated FinancialStatements, has been accomplished during 2004.

The Companybelieves that it has strengthened its organizational capability and itintends to continue doing so. The Company also believes that it hasstrengthened its relationships with its key retailers in the U.S.,which has led to space gains and increased distribution in 2004 forcertain of the Company's products.

On July 9, 2004,Products Corporation entered into the 2004 Credit Agreement and duringJuly and August 2004 used the proceeds of borrowings under the 2004Credit Agreement to repay in full the $290.5 of outstandingindebtedness (including accrued interest) under ProductsCorporation's 2001 Credit Agreement, to purchase and redeem all$363 aggregate principal amount of Products Corporation's12% Senior Secured Notes, and to pay fees and expenses incurredin connection with the 2004 Credit Agreement, the Tender Offer and theRevlon Exchange Transactions, including the payment of expenses relatedto a refinancing that Products Corporation launched in May 2004 but didnot consummate. The balance of such proceeds in connection with theTerm Loan Facility were available to Products Corporation for generalcorporate purposes.

On March 25, 2004 Revlon, Inc. consummatedthe Revlon Exchange Transactions and reduced ProductsCorporation's debt by approximately $804 as of that date. Revlon,Inc. issued an additional 299,969,493 shares of Revlon Class A CommonStock and as of December 31, 2004 Revlon, Inc. had outstandingapproximately 338,867,944 shares of Revlon Class A Common Stock and31,250,000 shares of Revlon Class B Common Stock. MacAndrews &Forbes beneficially owned approximately 221.4 million shares of theRevlon Common Stock (representing approximately 59.9% of theoutstanding shares of the Revlon Common Stock and approximately77.2% of the combined voting power of the Revlon Common Stock)as of December 31, 2004. (See Note 9 to the Consolidated FinancialStatements).

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

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

Interms of U.S. marketplace performance, the U.S. color cosmeticscategory for 2004 declined approximately 2.5% versus 2003. For2004, the Revlon and Almay brands combined held U.S. mass-market shareof 21.5%, compared with 22.3% for 2003. Market shareperformance of existing products under the Revlon and Almay brandsincreased from 2003 to 2004, offset in part by decreased market shareperformance of new products under such brands. In hair color and beautytools, the Company gained market share in 2004, compared with 2003,increasing, respectively, from a 6.5% market share for 2003 to7.1% for 2004 and 22.7% market share for 2003 to24.5% for 2004, while market share was down foranti-perspirants/deodorants, decreasing from 6.3% in 2003 to6.1% in 2004.

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

Operatingincome in 2004 increased $67.2 to $89.7, as compared to $22.5 in 2003.The improvement in 2004 reflected the absence of growth plan charges(which decreased operating income in 2003 by approximately $31.2), theaforementioned higher licensing revenues (which included prepayments ofminimum royalties and renewal fees by licensees of $11.8 in 2004 versus$5.3 in 2003) and lower advertising, partially offset by higher totalreturns, allowances and discounts and favorable foreign currencytranslation.

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

Discussion of Critical Accounting Policies

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

Sales Returns:

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

14

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

Trade Support Costs:

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

Inventories:

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

Property, Plantand Equipment and Other Assets:

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

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

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

15

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

Pension Benefits:

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

Results ofOperations

Year Ended December 31, 2004 compared with the yearended December 31, 2003

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

Netsales:

|                        |  |                       |         |              |  |               |         |        |  |        |       |                 |  |        |            |         |  |  |
|------------------------|--|-----------------------|---------|--------------|--|---------------|---------|--------|--|--------|-------|-----------------|--|--------|------------|---------|--|--|
|                   |  | YearEnded December31, |         | DollarChange |  | PercentChange |
|                   |  | 2004                  |         | 2003         |  |
| UnitedStates andCanada |  | $                     | 855.7   |         |  | $             | 890.6   |   |  | $      | (34.9 | )          |  |   | −3.9 | %  |
| International          |  |                  | 441.5   |         |  |          | 408.7   |   |  |   | 32.8  |  (1)  |  |   | 8.0        | %  |
|                   |  | $                     | 1,297.2 |         |  | $             | 1,299.3 |   |  | $      | (2.1) | (2)        |  |   | −0.2 | %  |
|                        |

|  |
|--|
|  |  |
|  |

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

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

United States and Canada.

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

In terms of U.S. marketplace performance, the U.S. colorcosmetics category for 2004 declined approximately 2.5% versus2003. For 2004, the Revlon and Almay brands combined held U.S.mass-market share of 21.5%, compared with 22.3% for 2003.Market share performance of existing products under the Revlon andAlmay brands increased from 2003 to 2004, offset in part by decreasedmarket share performance of new products under such brands. In haircolor and beauty tools, the Company gained market share in 2004,compared with 2003, increasing, respectively, from a 6.5% marketshare for 2003 to 7.1% for 2004 and 22.7% market sharefor 2003 to 24.5% for 2004, while market share was down foranti-perspirants/deodorants, decreasing from 6.3% in 2003 to6.1% in 2004.

International.

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

16

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

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

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

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

Gross profit:

|             |  |                       |       |              |  |   |       |        |  |   |      |        |  |  |
|-------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|        |  | YearEnded December31, |       | DollarChange |
|        |  | 2004                  |       | 2003         |  |
| Grossprofit |  | $                     | 811.9 |         |  | $ | 798.2 |   |  | $ | 13.7 |   |
|             |

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

SG&A expenses:

|                  |  |                       |       |              |  |   |       |        |  |   |      |        |  |  |
|------------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|             |  | YearEnded December31, |       | DollarChange |
|             |  | 2004                  |       | 2003         |  |
| SG&Aexpenses |  | $                     | 716.4 |         |  | $ | 769.7 |   |  | $ | 53.3 |   |
|                  |

SG&Aexpenses decreased $53.3, or 6.9%, to $716.4 for 2004, ascompared to 2003, due primarily to $36.7 of lower marketing spendingand the absence of fees and expenses related to the stabilization and

17

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growth phase of the Company's plan in2004 versus $26.1 of expenses in 2003, partially offset by $14.9 ofunfavorable foreign exchange fluctuations.

Restructuringcosts:

|                                  |  |                       |     |              |  |   |     |        |  |   |     |        |  |  |
|----------------------------------|--|-----------------------|-----|--------------|--|---|-----|--------|--|---|-----|--------|--|--|
|                             |  | YearEnded December31, |     | DollarChange |
|                             |  | 2004                  |     | 2003         |  |
| Restructuringcosts and other,net |  | $                     | 5.8 |         |  | $ | 6.0 |   |  | $ | 0.2 |   |
|                                  |

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

Other expenses(income):

|                 |  |                       |       |              |  |   |       |        |  |   |      |        |  |  |
|-----------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|------|--------|--|--|
|            |  | YearEnded December31, |       | DollarChange |
|            |  | 2004                  |       | 2003         |  |
| Interestexpense |  | $                     | 130.8 |         |  | $ | 174.5 |   |  | $ | 43.7 |   |
|                 |

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

|                                    |  |                       |      |              |  |   |   |        |  |   |       |         |  |  |
|------------------------------------|--|-----------------------|------|--------------|--|---|---|--------|--|---|-------|---------|--|--|
|                               |  | YearEnded December31, |      | DollarChange |
|                               |  | 2004                  |      | 2003         |  |
| Losson early extinguishment ofdebt |  | $                     | 90.7 |         |  | $ | - |   |  | $ | (90.7 | )  |
|                                    |

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

|                   |  |                       |     |              |  |   |     |        |  |   |      |         |  |  |
|-------------------|--|-----------------------|-----|--------------|--|---|-----|--------|--|---|------|---------|--|--|
|              |  | YearEnded December31, |     | DollarChange |
|              |  | 2004                  |     | 2003         |  |
| Miscellaneous,net |  | $                     | 2.0 |         |  | $ | 0.5 |   |  | $ | (1.5 | )  |
|                   |

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

Provision for incometaxes:

|                          |  |                       |     |              |  |   |     |        |  |   |      |         |  |  |
|--------------------------|--|-----------------------|-----|--------------|--|---|-----|--------|--|---|------|---------|--|--|
|                     |  | YearEnded December31, |     | DollarChange |
|                     |  | 2004                  |     | 2003         |  |
| Provisionfor incometaxes |  | $                     | 9.1 |         |  | $ | 0.3 |   |  | $ | (8.8 | )  |
|                          |

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

18

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Year ended December 31, 2003 comparedwith year ended December 31, 2002

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

Netsales:

|                        |  |                       |         |              |  |               |         |        |  |        |       |           |  |        |      |         |  |  |
|------------------------|--|-----------------------|---------|--------------|--|---------------|---------|--------|--|--------|-------|-----------|--|--------|------|---------|--|--|
|                   |  | YearEnded December31, |         | DollarChange |  | PercentChange |
|                   |  | 2003                  |         | 2002         |  |
| UnitedStates andCanada |  | $                     | 890.6   |         |  | $             | 760.1   |   |  | $      | 130.5 |      |  |   | 17.2 | %  |
| International          |  |                  | 408.7   |         |  |          | 359.3   |   |  |   | 49.4  | (1)  |  |   | 13.7 | %  |
|                   |  | $                     | 1,299.3 |         |  | $             | 1,119.4 |   |  | $      | 179.9 | (2)  |  |   | 16.1 | %  |
|                        |

|  |
|--|
|  |  |
|  |

|  |                                                                                          |
|--|------------------------------------------------------------------------------------------|
|  | (1)Excluding the impact of currency fluctuations, International net salesincreased 4.6%. |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (2) | Excluding theimpact of currency fluctuations, consolidated net sales increased12.6%. |

United States and Canada.

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

International.

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

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

In the Far East and Africa, net sales increased by $34.8, or22.1%, to $192.2 for 2003, as compared with 2002. The increasein the Far East and Africa region was primarily due to the impact offavorable currency fluctuations (which factor the Company estimatescontributed to an approximate 18.0% increase in net sales forthe region) and increased sales volume in South Africa, Japan andChina, where the Company's products experienced strong demand asa result of favorable general economic conditions and the effect ofstrong brand marketing activities (which factors the Company estimatescontributed to an approximate 4.0% increase in net sales for theregion), which the Company believes were partially offset by theeconomic impact of the SARS outbreak in China.

During 2002, theCompany experienced production difficulties with COSi, its principalthird party manufacturer for Europe and certain other internationalmarkets, which operates the Maesteg facility. To 

19

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rectify this situation, on October 31, 2002Products Corporation and such manufacturer terminated the long-termsupply agreement and entered into a new, more flexible agreement whichhad significantly reduced volume commitments and, among other things,Products Corporation loaned COSi approximately $2.0 and COSi waseligible to earn performance-based payments of approximately $6.3 overa 4-year period contingent upon the supplier achieving specificproduction service level objectives. During 2003 and 2002, COSi earnedapproximately $1.8 and $1.6, respectively, in performance-basedpayments.

Gross profit:

|             |  |                       |       |              |  |   |       |        |  |   |       |        |  |  |
|-------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|-------|--------|--|--|
|        |  | YearEnded December31, |       | DollarChange |
|        |  | 2003                  |       | 2002         |  |
| Grossprofit |  | $                     | 798.2 |         |  | $ | 615.7 |   |  | $ | 182.5 |   |
|             |

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

SG&Aexpenses:

|                  |  |                       |       |              |  |   |       |        |  |   |       |         |  |  |
|------------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|-------|---------|--|--|
|             |  | YearEnded December31, |       | DollarChange |
|             |  | 2003                  |       | 2002         |  |
| SG&Aexpenses |  | $                     | 769.7 |         |  | $ | 711.1 |   |  | $ | (58.6 | )  |
|                  |

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

Restructuringcosts:

|                    |  |                       |     |              |  |   |      |        |  |   |     |        |  |  |
|--------------------|--|-----------------------|-----|--------------|--|---|------|--------|--|---|-----|--------|--|--|
|               |  | YearEnded December31, |     | DollarChange |
|               |  | 2003                  |     | 2002         |  |
| Restructuringcosts |  | $                     | 6.0 |         |  | $ | 13.6 |   |  | $ | 7.6 |   |
|                    |

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

During the third quarter of 2000, the Companyinitiated a new restructuring program in line with the originalrestructuring plan developed in late 1998, designed to improveprofitability by reducing personnel and consolidating manufacturingfacilities. The 2000 restructuring program focused on theCompany's plans to close its manufacturing operations in Phoenix,Arizona and Mississauga, Canada and to consolidate its cosmeticsproduction into its plant in Oxford, North Carolina. The 2000restructuring program also includes the remaining obligation for excessleased real estate in the Company's headquarters, consolidationcosts associated with the Company closing its facility in New Zealand,and the elimination of several domestic and international executive andoperational positions, each of which were effected to reduce andstreamline corporate overhead costs. During 2003 and 2002, the Companycontinued to implement the 2000 restructuring program, and recordedcharges of $0.1 and $13.6, respectively, principally for additionalemployee severance and other personnel benefits, primarily resultingfrom reductions in the Company's worldwide sales force,relocation and other costs related to the consolidation of theCompany's worldwide operations.

The Company anticipatesannualized savings of approximately $12 to $14 relating to therestructuring charges recorded during 2003.

20

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Other expenses(income):

|                 |  |                       |       |              |  |   |       |        |  |   |       |         |  |  |
|-----------------|--|-----------------------|-------|--------------|--|---|-------|--------|--|---|-------|---------|--|--|
|            |  | YearEnded December31, |       | DollarChange |
|            |  | 2003                  |       | 2002         |  |
| Interestexpense |  | $                     | 174.5 |         |  | $ | 159.0 |   |  | $ | (15.5 | )  |
|                 |

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

Provision for incometaxes:

|                          |  |                       |     |              |  |   |     |        |  |   |     |        |  |  |
|--------------------------|--|-----------------------|-----|--------------|--|---|-----|--------|--|---|-----|--------|--|--|
|                     |  | YearEnded December31, |     | DollarChange |
|                     |  | 2003                  |     | 2002         |  |
| Provisionfor incometaxes |  | $                     | 0.3 |         |  | $ | 4.6 |   |  | $ | 4.3 |   |
|                          |

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

FinancialCondition, Liquidity and Capital Resources

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

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

Net cash provided by financing activities was $174.5, $151.1 and$110.3 for 2004, 2003 and 2002, respectively. Net cash provided byfinancing activities for 2004 included cash drawn under each of the2001 Credit Agreement, the 2004 $125 million MacAndrews & ForbesLoan (as hereinafter defined), and the Term Loan Facility under the2004 Credit Agreement, partially offset by the repayment of borrowingsunder the 2001 Credit Agreement (in connection with the refinancingthereof), the 2004 $125 million MacAndrews & Forbes Loan, paymentof the redemption price, the applicable premium and interest inconnection with the tender for and redemption of ProductsCorporation's 12% Senior Secured Notes due 2005 (the"12% Senior Secured Notes") andpayment of financing costs in connection with certain amendments to the2001 Credit Agreement during 2004, the Revlon Exchange Transactions,the 2004 Credit Agreement and the tender for and redemption of the12% Senior Secured Notes. Net cash provided by financingactivities for 2003 included cash drawn under the 2001 Credit Agreementand the 2003 MacAndrews & Forbes Loans (as hereinafter defined) andnet proceeds from the 2003 Rights Offering (as hereinafter defined),partially offset by the repayment of borrowings under the 2001 CreditAgreement and payment of financing costs. Net cash provided byfinancing activities for 2002 included cash drawn under the 2001 CreditAgreement, partially offset by the repayment of borrowings under the2001 Credit Agreement and payment of financing costs.

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At December 31, 2004, ProductsCorporation had a liquidity position of approximately $379, consistingof cash and cash equivalents as well as available borrowings from theMulti-Currency Facility (as hereinafter defined) under the 2004 CreditAgreement and the 2004 Consolidated MacAndrews & Forbes Line ofCredit.

2004 Credit Agreement

On July 9, 2004,Products Corporation entered into a new credit agreement (the"2004 Credit Agreement") with certain of itssubsidiaries as local borrowing subsidiaries, a syndicate of lenders,and Citicorp USA, Inc., as multi-currency administrative agent, termloan administrative agent and collateral agent.

The 2004 CreditAgreement provides up to $960.0 and consists of an $800.0 Term LoanFacility (the "Term Loan Facility") and a$160.0 asset-based multi-currency facility (the"Multi-Currency Facility"), the availabilityunder which varies based upon the borrowing base that is determinedrelative to the value of eligible accounts receivable, eligibleinventory and eligible real property and equipment in the U.S. and theU.K. from time to time. Products Corporation may request theMulti-Currency Facility to be increased from time to time in anaggregate principal amount not to exceed $50.0 subject to certainexceptions and subject to the lenders' agreement. TheMulti-Currency Facility is available to: (i) Products Corporation inrevolving credit loans denominated in U.S. dollars, (ii) ProductsCorporation in swing line loans denominated in U.S. dollars up to$25.0, (iii) Products Corporation in standby and commercial letters ofcredit denominated in U.S. dollars and other currencies up to $50.0 and(iv) Products Corporation and certain of its international subsidiariesdesignated from time to time in revolving credit loans andbankers' acceptances denominated in U.S. dollars and othercurrencies, in each case subject to borrowing base availability. If thevalue of the eligible assets is not sufficient to support the $160.0borrowing base, Products Corporation will not have full access to theMulti-Currency Facility. Products Corporation's ability to makeborrowings under the Multi-Currency Facility is also conditioned uponthe satisfaction of certain conditions precedent and ProductsCorporation's compliance with other covenants in the 2004 CreditAgreement, including a fixed charge coverage ratio that applies whenthe excess borrowing base is less than $30.0.

ProductsCorporation used the $800 of proceeds from borrowings under the TermLoan Facility to repay in full the $290.5 of outstanding indebtedness(including accrued interest) under Products Corporation's creditagreement dated November 30, 2001 and which was scheduled to mature onMay 30, 2005 (the "2001 Credit Agreement"),to purchase and redeem in July and August 2004 (the"Tender Offer") all of the $363 aggregateprincipal amount of the 12% Senior Secured Notes for a purchaseprice of approximately $412.3 (including the applicable premium andaccrued interest), and to pay fees and expenses incurred in connectionwith the 2004 Credit Agreement, the Tender Offer for the 12%Senior Secured Notes and the Revlon Exchange Transactions, includingthe payment of expenses related to a refinancing that ProductsCorporation launched in May 2004 but did not consummate. The balance ofsuch proceeds is available to Products Corporation for generalcorporate purposes. The Multi-Currency Facility was undrawn at March 1,2005.

The Multi-Currency Facility will terminate on July 9, 2009and the loans under the Term Loan Facility will mature on July 9, 2010;provided that the 2004 Credit Agreement will terminate on October 31,2005 if the 8 1/8% Senior Notes are not repaid,redeemed, repurchased or defeased in full on or before such date, onJuly 31, 2006 if the 9% Senior Notes are not repaid, redeemed,repurchased or defeased in full on or before such date, and on October30, 2007 if the 8 5/8% Senior Subordinated Notesare not repaid, redeemed, repurchased or defeased on or before suchdate such that not more than $25.0 in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainoutstanding. In addition, it would be an event of default under the2004 Credit Agreement if Revlon, Inc. failed to undertake anapproximately $110.0 equity offering and transfer the net proceeds ofsuch offering to Products Corporation to reduce ProductsCorporation's outstanding indebtedness by March 31, 2006.Although the Company intends to refinance its8 1/8% Senior Notes in the first quarter of2005, in the event the Company does not do so, it could refinance suchnotes with the proceeds of a debt or equity offering. In order tofacilitate any such refinancing that the Company may pursue through anequity offering, in March 2005, Revlon, Inc. and MacAndrews &Forbes Holdings amended MacAndrews & Forbes Holdings'obligation under the 2004 

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Investment Agreement to backstop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatProducts Corporation has not as of such date refinanced the8 1/8% Senior Notes and Revlon, Inc. conducts anequity offering to effect such refinancing. (See Note 9 to theConsolidated Financial Statements).

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

2004 Consolidated MacAndrews & ForbesLine of Credit

On July 9, 2004, Products Corporation andMacAndrews & Forbes Inc. entered into an agreement, which effectiveas of August 10, 2004 amended, restated and consolidated the facilitiesfor the MacAndrews & Forbes $65 million line of credit and the 2004MacAndrews & Forbes $125 million term loan (as to which after theRevlon Exchange Transactions the total term loan availability was $87)into the single 2004 Consolidated MacAndrews & Forbes line ofcredit (the "2004 Consolidated MacAndrews & ForbesLine of Credit") with availability of $152 at March 1,2005, the commitment under which reduces to $87 as of July 1, 2005 andterminates on December 1, 2005. Loans are available under the 2004Consolidated MacAndrews & Forbes Line of Credit if (i) theMulti-Currency Facility under the 2004 Credit Agreement has beensubstantially drawn (after taking into account anticipated needs forLocal Loans and letters of credit), (ii) such borrowing is necessary tocause the excess borrowing base under the Multi-Currency Facility toremain greater than $30, (iii) additional revolving loans are notavailable under the Multi-Currency Facility or (iv) such borrowing isreasonably necessary to prevent or to cure a default or event ofdefault under the 2004 Credit Agreement. Loans under the 2004Consolidated MacAndrews & Forbes Line of Credit bear interest(which is not payable in cash but is capitalized quarterly in arrears)at a rate per annum equal to the lesser of (a) 12.0% and (b)0.25% less than the rate payable from time to time on Eurodollarloans under the Term Loan Facility under the 2004 Credit Agreement,which on March 1, 2005 was 8.59%, provided, that at any timethat the Eurodollar Base Rate under the 2004 Credit Agreement is equalto or greater than 3.0%, the applicable rate to loans under the2004 Consolidated MacAndrews & Forbes Line of Credit will be equalto the lesser of (x) 12.0% and (y) 5.25% over theEurodollar Base Rate then in effect. In connection with the 2004Consolidated MacAndrews & Forbes Line of Credit, on July 15, 2004,Revlon, Inc., Fidelity Management & Research Company("Fidelity") and MacAndrews & Forbesagreed to eliminate the Borrowing Limitation (as hereinafterdefined).

2004 Debt Reduction Transactions

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

In March 2004, Revlon, Inc.exchanged approximately $804 of Products Corporation's debt,$54.6 of Revlon, Inc. Preferred Stock and $9.9 of accrued interest for299,969,493 shares of Revlon Class A 

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Common Stock ("Revlon ExchangeTransactions"). As a result of the Revlon ExchangeTransactions, Revlon, Inc. reduced Products Corporation's debt byapproximately $804 on March 25, 2004. In addition to the RevlonExchange Transactions, pursuant to the 2004 Investment Agreement,Revlon, Inc. is committed to conduct further rights and equityofferings in the amount of approximately $110 by the end of March 2006,the net proceeds of which will be transferred to Products Corporationto reduce its debt (such equity offerings, together with the RevlonExchange Transactions, are referred to as the "DebtReduction Transactions"). The terms of any other equityofferings to be undertaken in connection with the Debt ReductionTransactions, including the subscription prices, will be determined byRevlon, Inc.'s Board of Directors at the appropriate times. (See"Recent Developments").

As part of theRevlon Exchange Transactions, MacAndrews & Forbes received RevlonClass A Common Stock in respect of any and all outstanding amountsowing to it, as of the closing date of the Revlon ExchangeTransactions, under the MacAndrews & Forbes $100 term loan (whichwas approximately $109.7 at March 25, 2004, including accruedinterest), the 2004 MacAndrews & Forbes $125 million term loan(which was approximately $38.9 at March 25, 2004, including accruedinterest) and approximately $24.1 of subordinated promissory notes. Theportions of the 2004 MacAndrews & Forbes $125 million term loan andthe MacAndrews & Forbes $65 million line of credit (which wasundrawn) not exchanged in the Revlon Exchange Transactions remainedavailable to Products Corporation, subject to the Borrowing Limitation,which was subsequently eliminated. The 2004 MacAndrews & Forbes$125 million term loan and the MacAndrews & Forbes $65 million lineof credit were consolidated into the 2004 Consolidated MacAndrews &Forbes Line of Credit in July 2004. (See Note 9 to the ConsolidatedFinancial Statements).

In another contemporaneous transaction tothe Revlon Exchange Transactions, Revlon, Inc. and Fidelity enteredinto a stockholders agreement (the "StockholdersAgreement") pursuant to which, among other things, (i)Revlon, Inc. agreed to continue to maintain a majority of independentdirectors (as defined by NYSE listing standards) on its Board ofDirectors, as it currently does; (ii) Revlon, Inc. would establish andmaintain a Nominating and Corporate Governance Committee of the Boardof Directors, which it formed in March 2004; and (iii) Revlon, Inc.agreed to certain restrictions with respect to Revlon, Inc.'sconducting any business or entering into any transactions or series ofrelated transactions with any of its affiliates, any holders of10% or more of the outstanding voting stock or any affiliates ofsuch holders (in each case, other than its subsidiaries). TheStockholders Agreement will terminate at such time as Fidelity ceasesto be the beneficial holder of at least 5% of Revlon,Inc.'s outstanding voting stock. Also, in conjunction with theRevlon Exchange Transactions, in February 2004, Products Corporationentered into various amendments to its 2001 Credit Agreement that itentered into on November 30, 2001, one of which added a new $64.4 termloan facility to the 2001 Credit Agreement (the "ExchangeBank Amendments"), which agreement was subsequentlyrefinanced in July 2004, as discussed above.

As a result of theconsummation of the Revlon Exchange Transactions, approximately $133.8principal amount of the 8 1/8% Senior Notes,approximately $174.5 principal amount of the 9% Senior Notes andapproximately $322.9 principal amount of the8 5/8% Senior Subordinated Notes (collectively,the "Revlon Exchange Notes") were exchangedfor an aggregate of approximately 224.1 million shares of Revlon ClassA Common Stock, including such shares issued in exchange for accruedinterest on the Revlon Exchange Notes. Such amount of Revlon ExchangeNotes exchanged included approximately $1.0 of the 9% SeniorNotes and approximately $286.7 of the 8 5/8%Senior Subordinated Notes tendered by MacAndrews & Forbes and otherentities related to it; and approximately $85.9 of the 9% SeniorNotes, approximately $77.8 of the 8 1/8% SeniorNotes and approximately $32.1 of the 8 5/8%Senior Subordinated Notes tendered by funds and accounts managed byFidelity.

MacAndrews & Forbes exchanged approximately $109.7of existing indebtedness (including principal and accrued interest)under the MacAndrews & Forbes $100 million term loan (ashereinafter defined) for approximately 43.9 million shares of RevlonClass A Common Stock, approximately $38.9 of existing indebtedness(including principal and accrued interest) under the 2004 MacAndrews& Forbes $125 million term loan for approximately 15.6 millionshares of Revlon Class A Common Stock and approximately $24.1 ofindebtedness under certain subordinated promissory notes payable toMacAndrews & Forbes for approximately 7.2 million shares of RevlonClass A Common Stock. REV Holdings 

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exchanged all of Revlon, Inc.'spreviously outstanding Series A preferred stock for an aggregate ofapproximately 8.7 million shares of Revlon Class A Common Stock andconverted all of its shares of Revlon, Inc.'s previouslyoutstanding Series B preferred stock into 433,333 shares of RevlonClass A Common Stock.

As of December 31, 2004, Revlon, Inc. hadoutstanding 338,867,944 shares of its Revlon Class A Common Stock and31.25 million shares of Revlon Class B Common Stock, with MacAndrews& Forbes beneficially owning as of that date approximately 221.4million shares of the Revlon Common Stock (including approximately 32.6million shares of the Revlon Class A Common Stock beneficially owned bya family member of the controlling stockholder with respect to whichMacAndrews & Forbes holds a voting proxy). Such shares beneficiallyowned by MacAndrews & Forbes as of December 31, 2004 representedapproximately 59.9% of the outstanding shares of the RevlonCommon Stock and approximately 77.2% of the combined votingpower of the Revlon Common Stock. Of the shares beneficially owned byMacAndrews & Forbes as of that date, REV Holdings ownedapproximately 20.8 million shares of Revlon Class A Common Stock and31.25 million shares of Revlon Class B Common Stock.

Inconnection with consummating the Revlon Exchange Transactions, Revlon,Inc. announced that its previously announced plan to launch a rightsoffering and use the proceeds to reduce debt by a further $50 byyear-end 2004 was reduced to $9.7, as a result of $190.3 of RevlonExchange Notes having been exchanged in excess of the Revlon ExchangeNotes committed to be exchanged by MacAndrews & Forbes and Fidelityunder their respective support agreements. This $190.3 more thansatisfied Revlon, Inc.'s plan to reduce debt through the RevlonExchange Offers (as hereinafter defined) by $150 in addition to theRevlon Exchange Notes that were committed to be exchanged in thesupport agreements with MacAndrews & Forbes and Fidelity. The $40.3difference satisfied all but $9.7 of the Company's plan to reducedebt (in addition to the Revlon Exchange Notes) by a further $50 byyear-end 2004. Because the costs and expenses, as well as the use oforganizational resources, associated with a $9.7 rights offering wouldhave been unduly disproportionate, Revlon, Inc.'s supportagreements with MacAndrews & Forbes and Fidelity and its investmentagreement with MacAndrews & Forbes (the "2004Investment Agreement") relating to the Company'sdebt reduction plan were amended to enable Revlon, Inc. to satisfy theremaining $9.7 of debt reduction as part of the final stage of theCompany's debt reduction plan. Therefore, Revlon, Inc. nowintends to conduct an equity offering of approximately $110 by the endof March 2006 and to use such proceeds to reduce ProductsCorporation's debt. Consistent with agreements between MacAndrews& Forbes and Revlon, Inc. entered into contemporaneously with theagreements relating to the Revlon Exchange Transactions, MacAndrews& Forbes agreed to back-stop the $110 equity offering. (See"Recent Developments").

ProductsCorporation's EBITDA (as defined in the 2001 Credit Agreement)for the four consecutive fiscal quarters ended December 31, 2003 wasless than the minimum of $230 required under the 2001 Credit Agreementfor that period and Products Corporation's leverage ratio was1.66:1.00, which was in excess of the maximum ratio of 1.10:1.00permitted under the 2001 Credit Agreement for that period. Accordingly,Products Corporation sought and on January 28, 2004 secured anamendment to the 2001 Credit Agreement (the "January 2004Bank Amendment") that included waivers of compliance withthese covenants for the four quarters ended December 31, 2003 and, inlight of the Company's expectation that its plan would affectProducts Corporation's ability to comply with these covenantsunder the 2001 Credit Agreement during 2004, an amendment to eliminatethe EBITDA and leverage ratio covenants of the 2001 Credit Agreementfor the first three quarters of 2004 and a waiver of compliance withsuch covenants for the four quarters ending December 31, 2004 expiringon January 31, 2005. In July 2004, the 2001 Credit Agreement was repaidand refinanced with the 2004 Credit Agreement.

In December 2003,Revlon, Inc. announced that its Board of Directors approved two loansfrom MacAndrews & Forbes Holdings, one to provide up to $100 (the"2004 MacAndrews & Forbes Loan"), ifneeded, to enable the Company to continue to implement and refine itsplan, and the other to provide an additional $25 (the "$25million MacAndrews & Forbes Loan") to be used forgeneral corporate purposes. The 2004 MacAndrews & Forbes Loan and$25 million MacAndrews & Forbes Loan were consolidated into oneterm loan agreement (referred to herein as the "2004MacAndrews & Forbes $125 million term loan").

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

2003Financing Transactions

In February 2003, Revlon, Inc.entered into an investment agreement with MacAndrews & Forbes Inc.(the "2003 Investment Agreement") pursuant towhich Revlon, Inc. undertook and, on June 20, 2003, completed, a $50equity rights offering (the "2003 RightsOffering"), pursuant to which Revlon, Inc. issued anadditional 17,605,650 shares of its Revlon Class A Common Stock,including 3,015,303 shares subscribed for by the public and 14,590,347shares issued to MacAndrews & Forbes Inc. in a private placement(representing the number of shares of Revlon, Inc.'s Revlon ClassA Common Stock that MacAndrews & Forbes Inc. would otherwise havebeen entitled to purchase pursuant to its basic subscription privilege,which was approximately 83% of the shares of Revlon,Inc.'s Revlon Class A Common Stock offered in the 2003 RightsOffering).

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

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

Sources and Uses

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

The Company's principal usesof funds are expected to be the payment of operating expenses,including expenses in connection with the continued implementation of,and refinement to, the Company's plan, purchases of permanentwall displays, capital expenditure requirements, payments in connectionwith the Company's restructuring programs referred to herein,debt service payments and costs and regularly scheduled pensioncontributions. Cash contributions to the Company's pension andpost-retirement benefit plans were approximately $34 in 2004 and theCompany expects them to be approximately $24 in 2005.

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

The Company previouslyestimated that charges related to the implementation of thestabilization and growth phase of its plan would not exceed $160. TheCompany recorded charges of approximately $104 in 2002, approximately$31 in 2003 and nil in 2004 related to the implementation of thestabilization 

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and growth phase of its plan. Cash paymentsrelated to the foregoing charges were approximately $80 and $20 during2003 and 2004, respectively.

The Company developed a new designfor its wall displays (which the Company is continuing to refine aspart of the implementation of its plan) and began installing them atcertain customers' retail stores during 2002. While most of thenew wall displays were installed during 2002 and 2003, the Companycontinued to install the remainder of the wall displays during 2004.The Company is also reconfiguring existing wall displays at its retailcustomers. Accordingly, the Company accelerated the amortization of itsold wall displays. The Company estimates that purchases of walldisplays for 2005 will be approximately $50 to $60. The Companyestimates that capital expenditures for 2005 will be approximately $20to $30. 

The Company expects that operating revenues, cash onhand and funds available for borrowing under the 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit and otherpermitted lines of credit will be sufficient to enable the Company tocover its operating expenses for 2005, including cash requirements inconnection with the Company's operations, the continuedimplementation of, and refinement to, the Company's plan, cashrequirements in connection with the Company's restructuringprograms referred to above, the Company's debt servicerequirements and regularly scheduled pension contributions. (See Note 9to the Consolidated Financial Statements). However, there can be noassurance that such funds will be sufficient to meet theCompany's cash requirements on a consolidated basis. If theCompany's anticipated level of revenue growth is not achievedbecause, for example, of decreased consumer spending in response toweak economic conditions or weakness in the mass market cosmeticscategory, adverse changes in currency, increased competition from theCompany's competitors, changes in consumer purchasing habits,including with respect to shopping channels, or the Company'sadvertising and marketing plans are not as successful as anticipated,or if the Company's expenses associated with the continuedimplementation of, and refinement to, the Company's plan exceedthe anticipated level of expenses, the Company's current sourcesof funds may be insufficient to meet the Company's cashrequirements.

The U.S. mass-market color cosmetics categoryduring 2004 and 2003 was softer than the Company expected, declining by2.5% in 2004 and 1.9% in 2003. Despite this softness inthe U.S. mass-market color cosmetics category, based upon theCompany's belief that its continued implementation of its plan isproving effective, the Company intends to continue to support its plan.Additionally, in the event of a decrease in demand for theCompany's products, reduced sales, lack of increases in demandand sales, changes in consumer purchasing habits, including withrespect to shopping channels, and/or increased returns or expensesassociated with the continued implementation of, and refinement to, theCompany's plan exceed the Company's expectations, any suchdevelopment, if significant, could reduce the Company's revenuesand could adversely affect Products Corporation's ability tocomply with certain financial covenants under the 2004 Credit Agreementand in such event the Company could be required to take measures,including reducing discretionary spending.

If the Company isunable to satisfy its cash requirements from the sources identifiedabove or comply with its debt covenants, the Company could be requiredto adopt one or more alternatives, such as delaying the implementationof or revising aspects of its plan, reducing or delaying purchases ofwall displays or advertising or promotional expenses, reducing ordelaying capital spending, delaying, reducing or revising restructuringprograms, restructuring indebtedness, selling assets or operations,seeking additional capital contributions or loans from MacAndrews &Forbes, Revlon, Inc. or other affiliates or third parties, sellingadditional debt securities of Products Corporation or reducing otherdiscretionary spending. There can be no assurance that the Companywould be able to take any of the actions referred to above because of avariety of commercial or market factors or constraints in theCompany's debt instruments, including, for example, marketconditions being unfavorable for an equity or debt offering, additionalcapital contributions or loans not being available from affiliates orthird parties, or that the transactions may not be permitted under theterms of the Company's various debt instruments then in effect,because of restrictions on the incurrence of debt, incurrence of liens,asset dispositions and related party transactions. In addition, suchactions, if ever taken, may not enable the Company to satisfy its cashrequirements or comply with its debt covenants if the actions do notgenerate a sufficient amount of additional capital.

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The Company may have debt maturing in2005 if and to the extent Products Corporation draws under the 2004Consolidated MacAndrews & Forbes Line of Credit. As noted in"Recent Developments", on March 8, 2005,Products Corporation announced its intention to complete, in the firstquarter of 2005, a refinancing of its 8 1/8%Senior Notes and 9% Senior Notes due 2006, which currently haveoutstanding an aggregate principal amount of $116.2 and $75.5,respectively. The Company intends to likewise refinance ProductsCorporation's 8 5/8% Senior SubordinatedNotes, with an aggregate principal amount outstanding of $327.0, priorto their maturity in 2008. Under the 2004 Credit Agreement, ProductsCorporation must refinance the 8 1/8% SeniorNotes by October 31, 2005, the 9% Senior Notes by July 31, 2006and the 8 5/8% Senior Subordinated Notes byOctober 30, 2007 (such that in the case of the8 5/8% Senior Subordinated Notes not more than$25.0 aggregate principal amount remains outstanding). In addition, itwould be an event of default under the 2004 Credit Agreement if Revlon,Inc. failed to undertake an approximately $110.0 equity offering andtransfer the net proceeds of such offering to Products Corporation toreduce Products Corporation's outstanding indebtedness by March31, 2006. As of March 1, 2005, Products Corporation had drawn $800.0under the Term Loan Facility of the 2004 Credit Agreement and hadavailability of $143.1 under the Multi-Currency Facility and $152 underthe 2004 Consolidated MacAndrews & Forbes Line of Credit. (See Note9 to the Consolidated Financial Statements).

The terms of the2004 Credit Agreement, the 2004 Consolidated MacAndrews & ForbesLine of Credit, the 8 5/8% Senior SubordinatedNotes, the 8 1/8% Senior Notes and the 9%Senior Notes generally restrict Products Corporation from payingdividends or making distributions, except that Products Corporation ispermitted to pay dividends and make distributions to Revlon, Inc. toenable Revlon, Inc., among other things, to pay expenses incidental tobeing a public holding company, including, among other things,professional fees such as legal and accounting fees, regulatory feessuch as Commission filing fees and other miscellaneous expenses relatedto being a public holding company and, subject to certain limitations,to pay dividends or make distributions in certain circumstances tofinance the purchase by Revlon, Inc. of its Revlon Class A Common Stockin connection with the delivery of such Revlon Class A Common Stock tograntees under the Amended and Restated Revlon, Inc. Stock Plan (the"Stock Plan").

As a result of theclosing of the Revlon Exchange Transactions (see "—Debt Reduction Transactions and Related Agreements — DebtReduction Transactions"), as of the end of March 25, 2004,Revlon, Inc., Products Corporation and their U.S. subsidiaries were nolonger included in the MacAndrews & Forbes Holdings consolidatedgroup (the "MacAndrews & Forbes Group")for federal income tax purposes. The MacAndrews & Forbes TaxSharing Agreement (as defined below) will remain in effect solely fortaxable periods beginning on or after January 1, 1992, through andincluding March 25, 2004. In these taxable periods, Revlon, Inc. andProducts Corporation were included in the MacAndrews & ForbesGroup, and Revlon, Inc.'s and Products Corporation'sfederal taxable income and loss were included in such group'sconsolidated tax return filed by MacAndrews & Forbes Holdings.Revlon, Inc. and Products Corporation were also included in certainstate and local tax returns of MacAndrews & Forbes Holdings or itssubsidiaries. In June 1992, Revlon Holdings (as hereinafter defined),Revlon, Inc., Products Corporation and certain of its subsidiaries, andMacAndrews & Forbes Holdings entered into a tax sharing agreement(as subsequently amended and restated, the "MacAndrews& Forbes Tax Sharing Agreement"), pursuant to whichMacAndrews & Forbes Holdings agreed to indemnify Revlon, Inc. andProducts Corporation against federal, state or local income taxliabilities of the MacAndrews & Forbes Group (other than in respectof Revlon, Inc. and Products Corporation) for taxable periods beginningon or after January 1, 1992 during which Revlon, Inc. and ProductsCorporation or a subsidiary of Products Corporation was a member ofsuch group. Pursuant to the MacAndrews & Forbes Tax SharingAgreement, for all such taxable periods, Products Corporation wasrequired to pay to Revlon, Inc., which in turn was required to pay toRevlon Holdings, amounts equal to the taxes that Products Corporationwould otherwise have had to pay if it were to file separate federal,state or local income tax returns (including any amounts determined tobe due as a result of a redetermination arising from an audit orotherwise of the consolidated or combined tax liability relating to anysuch period which was attributable to Products Corporation), exceptthat Products Corporation was not entitled to carry back any losses totaxable periods ending prior to January 1, 1992. No payments wererequired by Products Corporation or 

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Revlon, Inc. if and to the extent ProductsCorporation was prohibited under the terms of its 2004 Credit Agreementfrom making tax sharing payments to Revlon, Inc. The 2004 CreditAgreement prohibits Products Corporation from making such tax sharingpayments under the MacAndrews & Forbes Tax Sharing Agreement otherthan in respect of state and local income taxes. The MacAndrews &Forbes Tax Sharing Agreement was amended, effective as of January 1,2001, to eliminate a contingent payment to Revlon, Inc. under certaincircumstances in return for a $10 million note with interest at12% and interest and principal payable by MacAndrews &Forbes Holdings on December 31, 2005. As a result of tax net operatinglosses and prohibitions under the 2004 Credit Agreement, there were nofederal tax payments or payments in lieu of taxes pursuant to theMacAndrews & Forbes Tax Sharing Agreement in respect of 2004.

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

As aresult of dealing with suppliers and vendors in a number of foreigncountries, Products Corporation enters into foreign currency forwardexchange contracts and option contracts from time to time to hedgecertain cash flows denominated in foreign currencies. There wereforeign currency forward exchange contracts with a notional amount of$31.5 outstanding at December 31, 2004. The fair value of foreigncurrency forward exchange contracts outstanding at December 31, 2004was $(2.3).

Disclosures about Contractual Obligationsand Commercial Commitments

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

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

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

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|     |                                                                                                                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Consists ofpurchase commitments for finished goods, raw materials, components andservices pursuant to enforceable and legally binding obligations whichinclude all significant terms, including fixed or minimum quantities tobe purchased; fixed, minimum or variable price provisions; and theapproximate timing of the transaction. |

|     |                                                                                                                                                                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Consists primarily of obligations related toadvertising, insurance, employment contracts and other personnelservice contracts. Such amounts exclude severance and other contractualcommitments related to restructuring, which are discussed under"Restructuring Costs". |

Off-Balance Sheet Transactions

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

Recent AccountingPronouncements

In December 2004, the FASB issued SFAS No. 123(revised 2004), "Share-Based Payment." anamendment to FASB Statements Nos. 123 and 95 ("SFAS No.123(R)"), which replaces SFAS No. 123, and supercedes APBOpinion No. 25, "Accounting for Stock Issued toEmployees." SFAS No. 123(R) requires all share-basedpayments to employees, including grants of employee stock options, tobe recognized in the financial statements based on their fair valuesbeginning with the first interim or annual period after June 15, 2005,with early adoption encouraged. The pro forma disclosures previouslypermitted under SFAS No. 123 no longer will be an alternative tofinancial statement recognition. The Company is required to adopt SFASNo. 123(R) in the third quarter of fiscal 2005, beginning July 1, 2005.Under SFAS No. 123(R), the Company must determine the appropriate fairvalue model to be used for valuing share-based payments, theamortization method for compensation cost and the transition method tobe used at the date of adoption. The transition methods are either aprospective method or a retroactive method. Under the retroactivemethod, prior periods may be restated either as of the beginning of theyear of adoption or for all periods presented. The prospective methodrequires that compensation expense be recorded for all unvested stockoptions and restricted stock at the beginning of the first quarter ofadoption of SFAS No. 123(R), while the retroactive method would recordcompensation expense for all unvested stock options and restrictedstock beginning with the first period restated. The Company isevaluating the requirements of SFAS No. 123(R) and expects that theadoption of SFAS No. 123(R) will have a material impact on theCompany's consolidated results of operations and earnings pershare. The Company is currently evaluating the impact of SFAS 123(R)and has not yet determined the method of adoption or the effect ofadopting SFAS 123(R), and it has not determined whether its adoptionwill result in amounts in future periods that are similar to theCompany's current pro forma disclosures under SFAS No. 123.

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

In November 2004, the FASBissued SFAS No. 151, "Inventory Costs — An Amendmentof ARB No. 43, Chapter 4" ("SFAS No.151"). SFAS No. 151 amends the guidance in ARB No. 43,Chapter 4, "Inventory Pricing," to clarifythe accounting for abnormal amounts of idle facility expense, freight,handling costs, and wasted material (spoilage). Among other provisions,the new rule requires that items such as idle facility expense,excessive spoilage, double freight, and handling cost be recognized ascurrent-period charges regardless of whether they meet the criterion of"so abnormal" as stated in ARB No. 43.Additionally, SFAS No. 151 requires that the allocation of fixedproduction overheads to the costs 

30

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of conversion be based on the normalcapacity of the production facilities. SFAS No. 151 is effective forfiscal years beginning after June 15, 2005 and is required to beadopted by the Company beginning on January 1, 2006. The Company iscurrently evaluating the impact of SFAS No. 151 but does not expectthat its adoption will have a material impact on its consolidatedresults of operations and financial condition.

In May2004, the FASB issued FASB Staff Position No.  106-2("FSP 106-2"), "Accounting andDisclosure Requirements Related to the Medicare Prescription Drug,Improvement and Modernization Act of 2003" which providesguidance on the accounting for the effects of the Medicare Act. FSP No.106-2, which requires measurement of the Accumulated PostretirementBenefit Obligation ("APBO") and net periodicpostretirement benefit cost to reflect the effects of the Medicare Act,supercedes FSP 106-1. FSP 106-2 is effective for interim or annualperiods beginning after June 15, 2004. Adoption of FSP 106-2 did nothave a material impact on the Company's consolidated results ofoperations and financial condition.

Inflation

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

Subsequent Events

See"Part I, Item 1 — RecentDevelopments."

Item 7A.    Quantitative andQualitative Disclosures About Market Risk

    Interest Rate Sensitivity

The Company hasexposure to changing interest rates, primarily in the U.S. under theTerm Loan Facility and Multi-Currency Facility of the 2004 CreditAgreement. The Company's policy is to manage interest rate riskthrough the use of a combination of fixed and floating rate debt. TheCompany from time to time makes use of derivative financial instrumentsto adjust its fixed and floating rate ratio. There were no suchderivative financial instruments outstanding at December 31, 2004. Thetable below provides information about the Company's indebtednessthat is sensitive to changes in interest rates. The table presents cashflows with respect to principal on indebtedness and related weightedaverage interest rates by expected maturity dates. Weighted averagevariable rates are based on implied forward rates in the yield curve atDecember 31, 2004. The information is presented in U.S. dollarequivalents, which is the Company's reporting currency.

    Exchange Rate Sensitivity

The Companymanufactures and sells its products in a number of countries throughoutthe world and, as a result, is exposed to movements in foreign currencyexchange rates. In addition, a portion of the Company'sborrowings are denominated in foreign currencies, which are alsosubject to market risk associated with exchange rate movement. TheCompany from time to time hedges major foreign currency cash exposuresgenerally through foreign exchange forward and option contracts. Thecontracts are entered into with major financial institutions tominimize counterparty risk. These contracts generally have a durationof less than twelve months and are primarily against the U.S. dollar.In addition, the Company enters into foreign currency swaps to hedgeintercompany financing transactions. The Company does not hold or issuefinancial instruments for trading purposes.

31

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The following table presents theinformation required by Item 7A of Form 10-K as of December 31,2004:

|                                                 |  |                                                      |        |         |  |                       |        |         |  |        |        |                                |  |                          |        |                       |  |        |        |         |  |        |        |         |  |        |         |        |  |        |         |         |  |  |
|-------------------------------------------------|--|------------------------------------------------------|--------|---------|--|-----------------------|--------|---------|--|--------|--------|--------------------------------|--|--------------------------|--------|-----------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                            |  | Expectedmaturity date for the year ended December31, |        | Total   |  | Fair ValueDec.31,2004 |
|                                            |  | 2005                                                 |        | 2006    |  | 2007                  |        | 2008    |  | 2009   |        | Thereafter                     |  |
|                                            |  | (dollarsinmillions)                                  |
| **Debt**                                        |  |                                                 |   |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |    |
| Short-termvariable rate (variouscurrencies)     |  | $                                                    | 36.6   |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   |   |    |  | $      | 36.6    |   |  | $      | 36.6    |    |
| Averageinterest rate(a)                         |  |                                                 | 4.3    | %  |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |    |
| Long-termfixed rate — third party($US)    |  |                                                 | 8.5    |    |  | $                     | 183.2  |    |  | $      | 327.0  |                           |  |                     |   |                  |  |   |   |    |  |   |   |    |  |   | 518.7   |   |  |   | 480.4   |    |
| Averageinterestrate                             |  |                                                 | 8.1    | %  |  |                  | 8.5    | %  |  |   | 8.6    | %                         |  |                     |   |                  |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |    |
| Long-termvariable rate — third party($US) |  |                                                 | 2.0    |    |  |                  | 8.0    |    |  |   | 8.0    |                           |  | $                        | 8.0    |                  |  | $      | 8.0    |    |  | $      | 766.0  |    |  |   | 800.0   |   |  |   | 800.0   |    |
|     Averageinterest rate(a) |  |                                                 | 10.2   | %  |  |                  | 10.2   | %  |  |   | 10.2   | %                         |  |                     | 10.2   | %                |  |   | 10.2   | %  |  |   | 10.2   | %  |  |   |    |   |  |   |    |    |
| Totaldebt                                       |  | $                                                    | 47.1   |    |  | $                     | 191.2  |    |  | $      | 335.0  |                           |  | $                        | 8.0    |                  |  | $      | 8.0    |    |  | $      | 766.0  |    |  | $      | 1,355.3 |   |  | $      | 1,317.0 |    |
|                                            |  | AverageContractualRate$/FC                           |        |    |  |                  |        |    |  |   |        | OriginalUSDollarNotionalAmount |  | ContractValueDec.31,2004 |        | Fair ValueDec.31,2004 |
| **ForwardContracts**                            |  |                                                 |   |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   |   |    |  |   |    |   |  |   |    |    |
| SellHong Kong Dollars/BuyUSD                    |  |                                                 | 0.1286 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  | $      | 0.3    |    |  | $      | 0.3     |   |  | $      | — |    |
| BuyEuros/SellUSD                                |  |                                                 | 1.1939 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 1.0    |    |  |   | 1.1     |   |  |   | 0.1     |    |
| SellBritish Pounds/BuyUSD                       |  |                                                 | 1.8288 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 6.3    |    |  |   | 6.1     |   |  |   | (0.2    | )  |
| SellAustralian Dollars/BuyUSD                   |  |                                                 | 0.7265 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 11.0   |    |  |   | 10.3    |   |  |   | (0.7    | )  |
| SellCanadian Dollars/BuyUSD                     |  |                                                 | 0.7488 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 3.9    |    |  |   | 3.5     |   |  |   | (0.4    | )  |
| SellSouth African Rand/BuyUSD                   |  |                                                 | 0.1516 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 7.0    |    |  |   | 5.9     |   |  |   | (1.1    | )  |
| BuyAustralian Dollars/Sell New ZealandDollars   |  |                                                 | 1.1222 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 0.9    |    |  |   | 0.9     |   |  |   | — |    |
| BuyBritish Pounds/SellEuros                     |  |                                                 | 0.6802 |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  |   | 1.1    |    |  |   | 1.1     |   |  |   | — |    |
| Totalforwardcontracts                           |  |                                                 |   |    |  |                  |   |    |  |   |   |                           |  |                     |   |                  |  |   |   |    |  | $      | 31.5   |    |  | $      | 29.2    |   |  | $      | (2.3    | )  |
|                                                 |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (a) | Weightedaverage variable rates are based upon implied forward rates from theyield curves at December 31, 2004. |

Item 8.    FinancialStatements and Supplementary Data

Reference is made to theIndex on page F-1 of the Consolidated Financial Statements of theCompany and the Notes thereto contained herein.

Item9.    Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure

Not applicable.

Item9A.    Controls and Procedures

**(a)**    **Disclosure Controls andProcedures**.    The Company maintains disclosure controls andprocedures that are designed to ensure that information required to bedisclosed in the Company's reports under the Exchange Act isrecorded, processed, summarized and reported within the time periodsspecified in the SEC's rules and forms, and that such informationis accumulated and communicated to management, including theCompany's Chief Executive Officer and Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosure.The Company's management, with the participation of theCompany's Chief Executive Officer and Chief Financial Officer,has evaluated the effectiveness of the Company's disclosurecontrols and procedures as of the end of the fiscal year covered bythis Annual Report on Form 10-K/A. As described below, Revlon, Inc. hasidentified a material weakness in its internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))that also applies to the Company's disclosure controls andprocedures. As a result of this material weakness, the Company'sChief Executive Officer and Chief Financial Officer have concludedthat, as of the end of the period covered by this Annual Report on Form10-K/A, the Company's disclosure controls and procedures were noteffective.

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In light of this material weakness, inpreparing its financial statements as of and for the fiscal year endedDecember 31, 2004, the Company performed additional analyses and otherpost-closing procedures pertaining to sales return estimates in aneffort to ensure the Company's consolidated financial statementsincluded in our Annual Report on Form 10-K (and in this Annual Reporton Form 10-K/A) for the fiscal year ended December 31, 2004 have beenprepared in accordance with generally accepted accounting principles.KPMG LLP's report, dated March 9, 2005, expressed an unqualifiedopinion on our consolidated financial statements. Additionally, duringthe first quarter of 2005, we implemented additional controls andprocedures, as discussed below in paragraph (c) of this Item 9A, thatwe believe will remediate this weakness.

The Company is not an"accelerated filer" as defined in Rule 12b-2of the Exchange Act. Accordingly, our management is not required toperform an assessment of our internal control over financial reportingfor, and our management report on our internal control over financialreporting is not required to be included in, the Company's AnnualReport on Form 10-K or this Form 10-K/A for the fiscal year endedDecember 31, 2004. Revlon, Inc., the owner of 100% of theoutstanding shares of the Company's capital stock, is an"accelerated filer." The Sarbanes-Oxley Actof 2002 and the SEC's related rules and regulations requireRevlon, Inc., beginning with its Annual Report on Form 10-K for thefiscal year ended December 31, 2004, to include management'sreport on Revlon, Inc.'s internal control over financialreporting in Revlon, Inc.'s Annual Reports on Form 10-K andinclude a report from its independent registered public accounting firmattesting to such management report. In late November 2004, the SECissued an exemptive order providing a 45-day extension for the filingof these reports and attestations by eligible companies. Revlon, Inc.elected to rely on this 45-day extension, and therefore, Revlon,Inc.'s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2004 as filed with the SEC on March 10, 2005 did notinclude this report and attestation. Revlon, Inc. has subsequentlyincluded this report and attestation in an amendment to Revlon,Inc.'s Annual Report on Form 10-K/A filed on April 12, 2005 inaccordance with the SEC's exemptive order.

Revlon,Inc.'s management is responsible for establishing and maintainingadequate internal control over financial reporting. Revlon,Inc.'s internal control system was designed to provide reasonableassurance regarding the reliability of financial reporting and thepreparation and fair presentation of published financial statements inaccordance with generally accepted accounting principles and includesthose policies and proceduresthat:

|              |                                                                                                                                             |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| •  | pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect thetransactions and dispositions of itsassets; |

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

|              |                                                                                                                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition,use or disposition of its assets that could have a material effect onits financial statements. |

Because of its inherent limitations,internal control over financial reporting may not prevent or detectmisstatements. Management's projections of any evaluation of theeffectiveness of internal control over financial reporting as to futureperiods are subject to the risks that controls may become inadequatebecause of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.

A material weaknessis a significant deficiency, or combination of significantdeficiencies, that results in more than a remote likelihood that amaterial misstatement of the annual or interim financial statementswill not be prevented or detected. A significant deficiency is acontrol deficiency, or combination of control deficiencies, thatadversely affects the ability to initiate, authorize, record, process,or report external financial information reliably in accordance withgenerally accepted accounting principles such that there is more than aremote likelihood that a misstatement of annual or interim financialstatements that is more than inconsequential will not be prevented ordetected.

Revlon, Inc.'s management assessed theeffectiveness of its internal control over financial reporting as ofDecember 31, 2004 and in making this assessment used the criteria setforth by the Committee of 

33

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Sponsoring Organizations of the TreadwayCommission in Internal Control-Integrated Framework in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates). This assessment identified a deficiency in policies andprocedures related to the periodic review and validation of the datainput and outputs used in the estimates of the reserves for salesreturns in the U.S. As a result of this deficiency, an error inaccounting for the reserve for sales returns in the U.S. as of December31, 2004 occurred and was not detected by Revlon, Inc. or the Company.In this specific instance, performance of review procedures by Revlon,Inc. and the Company did not identify the omission of inventory locatedat certain stores acquired by a customer in 2004. This deficiencyconstituted a material weakness in Revlon, Inc.'s internalcontrol over financial reporting as of December 31, 2004.

TheCompany's management determined that, because of the materialweakness described above, as of December 31, 2004, its disclosurecontrols and procedures were not effective.

KPMG LLP, theindependent registered public accounting firm that audited Revlon,Inc.'s financial statements included in its Annual Report on Form10-K/A for the period ended December 31, 2004 (as well as our financialstatements included in this Annual Report on Form 10-K/A for the periodended December 31, 2004), has issued an audit report on Revlon,Inc.'s management's assessment of internal control overfinancial reporting, which report appears on page F-3 of Revlon,Inc.'s Form 10-K/A for the fiscal year ended December 31, 2004filed with the SEC on April 12, 2005.

**(b)**    **Changes in Internal Control Over FinancialReporting**.    There have not been any changes in theCompany's internal control over financial reporting during thefiscal quarter ended December 31, 2004 that have materially affected,or are reasonably likely to materially affect, the Company'sinternal control over financial reporting. As described above inparagraph (a) of Item 9A, Revlon, Inc. identified a material weaknessin internal control over financial reporting and, as described below inparagraph (c) of this Item 9A, the Company made changes to its internalcontrol over financial reporting during the first quarter of 2005 thatare intended to remediate such weakness.

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

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

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

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

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

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

Management believes that theseactions and controls will strengthen our disclosure controls andprocedures, as well as our internal control over financial reporting,and will remediate the material weakness that Revlon, Inc. identifiedin its internal control over financial reporting as of December 31,2004. Revlon, Inc. has discussed this material weakness and thisremediation program with its Audit Committee.

Item9B.    Other Information

At a meeting on March 7, 2005, theCompensation and Stock Plan Committee of the Board of Directors ofRevlon, Inc. determined the extent to which objective,performance-based criteria established in early 2004 by theCompensation and Stock Plan Committee in respect of 2004 had beensatisfied, and approved partial cash bonus payouts under theCompany's Executive Bonus Plan in place during 2004 based on thefinal results for 2004. Information regarding cash bonus payments for2004 to Named Executive Officers (as defined below) of the Company isset forth in The Summary Compensation Table in Part III, Item 11.(Executive Compensation) of this Form 10-K.

On March 7, 2005, theCompany entered into a Second Amendment (the "SecondAmendment") to the 2004 Investment Agreement withMacAndrews & Forbes pursuant to which the parties accelerated fromMarch 31, 2006 to October 31, 2005 MacAndrews & Forbes'obligation under the 2004 Investment Agreement to back-stop a $109.7equity offering to be conducted by Revlon, Inc. if Products Corporationhas not as of October 31, 2005 refinanced the8 1/8% Senior Notes and Revlon, Inc. conducts anequity offering to effect such refinancing. For a description of thematerial terms of the 2004 Investment Agreement and the SecondAmendment, see "Part I, Item 1—RecentDevelopments" and "Part III, Item13—Certain Relationships and Related Transactions—DebtReduction Transactions and Related Agreements—Certain AgreementsRelating to the Debt Reduction Transactions—2004 InvestmentAgreement." A copy of the Second Amendment is attached tothis Form 10-K as Exhibit 10.31 and the terms of the Second Amendmentare incorporated herein by reference.

Forward LookingStatements

This Annual Report on Form 10-K for the year endedDecember 31, 2004, as well as other public documents and statements ofthe Company, contain forward-looking statements that involve risks anduncertainties, which are based on estimates, objectives, visions,projections, forecasts, plans, strategies, beliefs, intent,opportunities, drivers, destinations and expectations of theCompany's management. The Company's actual results maydiffer materially from those discussed in such forward-lookingstatements. Such statements include, without limitation, theCompany's expectations and estimates (whether qualitative orquantitative) as to:

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

|            |                                                                                                                                                                                                                                                                                                                     |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | the effect on salesof political and/or economic conditions, political uncertainties,military actions, terrorist activities, adverse currency fluctuations,competitive activities, weak economic conditions, category weakness andchanges in consumer purchasing habits, including with respect toshopping channels; |

|             |                                                                                                                                                                                                                                                                                 |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | the charges and thecash costs resulting from implementing and refining the Company'splan and the timing of such costs, including the Company's beliefthat the continued implementation and refinement to its plan couldinclude taking advantage of opportunities to reposition, |

35

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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | repackage and/or reformulate one or more ofits brands or product lines and/or launching new brands or productlines and/or further refining its approach to retail merchandising, anyof which, whose intended purpose would be to create value throughprofitable growth, could result in the Company making investmentsand/or recognizing charges related to executing against opportunitiesand the Company's expectation that it will complete itsadvertising review in the first quarter of 2005; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | the Company's plans regarding thecontinued growth momentum and accelerated growth phase of its plan,including the Company's plans to capitalize on the actions takenduring the stabilization and growth phase of its plan, with theobjective of increasing revenues and achieving profitability over thelong term, by refining and adding to its plan, such as developing andimplementing the Company's productivity initiatives, and theCompany's expectation that such actions would help it achieve theobjective of balancing top-line growth with improved operatingmargins; |

|           |                                                                                            |
|-----------|--------------------------------------------------------------------------------------------|
| (v)  | the Company's plans tofurther improve its new product development and introductionprocess; |

|            |                                                                                                       |
|------------|-------------------------------------------------------------------------------------------------------|
| (vi)  | the Company's plans tocontinue to increase the effectiveness and reduce the cost of itsdisplay walls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | the Company's plansto drive efficiencies across its overall supply chain, includingreducing manufactory costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, theCompany's plan to transition its European manufacturing from COSiprimarily to the Company's Oxford, North Carolina facility and tosecure warehousing and distribution services from third parties in theU.K, and its expectation that such transition will not result in anydisruption to its supply chain; |

|              |                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------|
| (viii)  | theCompany's plans to optimize the effectiveness of its marketing,including advertising and media, andpromotions; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | the Company's plans tostrengthen its balance sheet and capital structure, including its plansto refinance Products Corporation's 8 1/8%Senior Notes and 9% Senior Notes in the first quarter of 2005and Products Corporation's 8 5/8% SeniorSubordinated Notes by October 30, 2007 prior to their maturity, andRevlon, Inc.'s plans, if Products Corporation does not refinancethe 8 1/8% Senior Notes in the first quarter of2005, to refinance such notes with the proceeds of a debt or equityoffering to be conducted by Revlon, Inc., by October 31, 2005 and,absent any such equity offering, Revlon Inc.'s plans to conductfurther rights and equity offerings in the amount of approximately $110by the end of March 2006, the net proceeds of which would betransferred to Products Corporation to reduce its debt; |

|           |                                                                                                                                               |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (x)  | restructuring activities, restructuring costs,the timing of restructuring payments and annual savings and otherbenefits from such activities; |

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the availability of fundsfrom Products Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit and other permittedlines of credit, restructuring indebtedness, selling assets oroperations, capital contributions and/or loans from MacAndrews &Forbes, Revlon, Inc. or other affiliates and/or third parties and/orthe sale of additional debt securities of Products Corporation; |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the Company's uses of funds,including amounts required for the payment of operating expenses,including expenses in connection with the continued implementation of,and refinement to, the Company's plan, payments in connectionwith the Company's purchases of permanent wall displays, capitalexpenditures, restructuring programs, debt service payments andregularly scheduled pension contributions, and its estimates ofoperating expenses, |

36

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|        |                                                                                                                                                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | working capital expenses, wall displaycosts, capital expenditures, cash contributions to the Company'spension plans and post-retirement benefit plans, debt service payments(including payments required under Products Corporation's debtinstruments) and charges in connection with the Company's growthplan; |

|             |                                                                   |
|-------------|-------------------------------------------------------------------|
| (xiv)  | matters concerning theCompany's market-risk sensitiveinstruments; |

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

|             |                                                                                                                                           |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | the Company's estimatesof the amount of U.S. federal net operating losses and the alternativeminimum tax losses available to the Company; |

|              |                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvii)  | the Company's plan to efficientlymanage its cash and working capital, including, among other things, bycarefully managing and reducing inventory levels, centralizingpurchasing to secure discounts and efficiencies in procurement, andproviding additional discounts to U.S. customers for more timelypayment of receivables and carefully managing accounts payable;and |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | the Company's belief thatthe remediation program that it has undertaken to date to remediate thematerial weakness that Revlon, Inc. identified in its internal controlover financial reporting will prove effective, including theCompany's belief that its remediation program will strengthen itsdisclosure controls and procedures and internal control process withrespect to its sales return calculations. |

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

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | unanticipated circumstances orresults affecting the Company's financial performance, includingdecreased consumer spending in response to weak economic conditions orweakness in the category, changes in consumer preferences, such asreduced consumer demand for the Company's color cosmetics andother current products, changes in consumer purchasing habits,including with respect to shopping channels, and actions by theCompany's competitors, including business combinations,technological breakthroughs, new products offerings, promotionalspending and marketing and promotional successes, including increasesin market share; |

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

|             |                                                                                                                                                                                                                                                                            |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | unanticipated costs ordifficulties or delays in completing projects associated with thecontinued implementation of, and refinement to, the Company'splan or lower than expected revenues or inability to achieveprofitability over the long term as a result of such plan, |

37

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|        |                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | including lower than expected sales, orhigher than expected costs, arising from any repositioning, repackagingand/or reformulating of one or more of the Company's brands orproduct lines and/or launching of new brands or product lines and/orfurther refining its approach to retail merchandising or difficultiesor delays in completing its advertising review during the first quarterof 2005; |

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

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

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

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | difficulties, delays orunanticipated costs in implementing the Company's plans to driveefficiencies across its overall supply chain, including reducingmanufactory costs by streamlining components and sourcing strategicallyand rationalizing its supply chain in Europe, including unexpecteddifficulties, delays, unanticipated costs or disruptions in connectionwith its plans to transition European manufacturing from COSi primarilyto the Company's Oxford, North Carolina facility and to securewarehousing and distribution services from third parties in theU.K.; |

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

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

|           |                                                                                                                                                  |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (x)  | difficulties, delays orunanticipated costs or less than expected savings and other benefitsresulting from the Company's restructuringactivities; |

|            |                                                                                                                                                                                  |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | lower than expected operatingrevenues, the inability to secure capital contributions or loans fromMacAndrews & Forbes, Revlon, Inc. or other affiliates and/or thirdparties; |

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

38

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|              |                                                                                                                                                                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | higher thanexpected operating expenses, sales returns, working capital expenses,wall display costs, capital expenditures, restructuring costs,regularly scheduled cash pension plan contributions, post-retirementbenefit plan contributions, growth plan charges or debt servicepayments; |

|             |                                                                                                                    |
|-------------|--------------------------------------------------------------------------------------------------------------------|
| (xiv)  | interest rate or foreignexchange rate changes affecting the Company and its market sensitivefinancial instruments; |

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

|             |                                                                                                                        |
|-------------|------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | lower than expected U.S.federal net operating losses, CNOLs or alternative minimum tax lossesavailable to the Company; |

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

|               |                                                                                                                                                                                                                                                                  |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | difficulties,delays or unanticipated internal control deficiencies or weaknessesthat could affect the remediation program adopted by the Company toremediate the material weakness that Revlon, Inc. identified in itsinternal control over financial reporting. |

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

39

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PART III INFORMATION

(Dollars in Part III are actual dollars, not millions)

Item 10.    Directors and Executive Officers of theRegistrant

The following table sets forth certain informationconcerning the Directors and executive officers of the Company as ofDecember 31, 2004. Each Director holds office until his successor isduly elected and qualified or until his resignation or removal, ifearlier.

|                   |  |                                                |  |  |  |  |
|-------------------|--|------------------------------------------------|--|--|--|--|
| Name              |  | Position                                       |
| RonaldO. Perelman |  | Chairman of the Board andDirector              |
| Jack L. Stahl     |  | President, ChiefExecutive Officer and Director |
| Alan S.Bernikow   |  | Director                                       |
| Donald G.Drapkin  |  | Director                                       |
| Edward J.Landau   |  | Director                                       |
| Barry F.Schwartz  |  | Director                                       |
|                   |

The name, age (as ofDecember 31, 2004), principal occupation for the last five years,selected biographical information and period of service as a directorof the Company of each of the Directors are set forth below:

**Mr. Perelman (61)** has been Chairman of the Board ofDirectors of Products Corporation and of Revlon, Inc. since June 1998and a Director of Products Corporation and of Revlon, Inc. since theirrespective formations in 1992. Mr. Perelman has been Chairman of theBoard of Managers, Manager and Chief Executive Officer of REV Holdings,which files reports pursuant to the Exchange Act, since December 2002.He was Chief Executive Officer of REV Holdings Inc. (the predecessor ofREV Holdings) since 1997 and Chairman of its Board of Directors from1993 through December 2002. Mr. Perelman has been Chairman of the Boardand Chief Executive Officer of MacAndrews & Forbes and various ofits affiliates since 1980. Mr. Perelman served as Chairman of the Boardof Directors of Panavision Inc.("Panavision") until September 2003 andthereafter began service as Co-Chairman. Mr. Perelman is also aDirector (or member of the Board of Managers, as applicable) of thefollowing companies which are required to file reports pursuant to theExchange Act: Allied Security Holdings LLC ("AlliedSecurity"), M&F Worldwide Corp. ("M&FWorldwide"), Panavision and Scientific Games Corporation("Scientific Games").

**Mr. Stahl(51)** has been President and Chief Executive Officer of ProductsCorporation and of Revlon, Inc. since February 2002 and a Director ofProducts Corporation and of Revlon, Inc. since March 2002. Mr. Stahlserved as President and Chief Operating Officer of The Coca-ColaCompany ("Coca-Cola") from February 2000 toMarch 2001. Prior to that, Mr. Stahl held various senior executivepositions at Coca-Cola where he began his career in 1979. Mr. Stahl isalso a Director of the Cosmetic, Toiletry, and Fragrance Association,Vice Chairman of the Board of the United Negro College Fund and is amember of the Board of Governors of the Boys & Girls Clubs ofAmerica.

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

**Mr.Drapkin (56)** has been a Director of Products Corporation and ofRevlon, Inc. since their respective formations in 1992. He has beenVice Chairman of the Board of MacAndrews & Forbes and various ofits affiliates since 1987. Mr. Drapkin was a partner in the law firm ofSkadden, Arps, Slate, Meagher & Flom LLP for more than five yearsprior to 1987. Mr. Drapkin is also a Director (or member of the Boardof Managers, as applicable) of the following companies which arerequired to file reports 

40

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pursuant to the Exchange Act: AlliedSecurity, Anthracite Capital, Inc., Nephros Inc., Playboy Enterprises,Inc. and SIGA Technologies, Inc.

**Mr. Landau (74)** has beena Director of Products Corporation since June 1992 and a Director ofRevlon, Inc. since June 1996. Prior to his retirement in February 2003,Mr. Landau was Of Counsel at the law firm of Wolf, Block, Schorr andSolis-Cohen LLP ("Wolf, Block") sinceFebruary 1998, and was a Senior Partner of Lowenthal, Landau, Fischer& Bring, P.C., a predecessor to such firm, for more than five yearsprior to that date.

**Mr. Schwartz (54)** has been a Directorof Products Corporation since March 2004. Mr. Schwartz has beenExecutive Vice President and General Counsel of REV Holdings sinceDecember 2002 and a Manager since March 2004 and was Executive VicePresident and General Counsel of REV Holdings Inc. from March 1997through December 2002. He has been Executive Vice President and GeneralCounsel of MacAndrews & Forbes and various of its affiliates since1993. Mr. Schwartz was Senior Vice President of MacAndrews & Forbesand various of its affiliates from 1989 to 1993. Mr. Schwartz is also adirector of Scientific Games, which is required to file reportspursuant to the Exchange Act.

Executive Officers

Thefollowing table sets forth each of the executive officers of ProductsCorporation and Revlon, Inc. as of December 31, 2004, except for Mr.Kretzman who became an executive officer effective in March2005:

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

The following setsforth the ages, positions held with Products Corporation and Revlon,Inc. and selected biographical information for the executive officersof Products Corporation and Revlon, Inc., in each case as of December31, 2004:

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

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

**Mr. Greeff (47)** was Executive Vice President– Strategic Finance of Products Corporation and of Revlon, Inc.from August 2003 until February 2005 when he ceased employment with theCompany. He also served as Executive Vice President and Chief FinancialOfficer of Products Corporation and of Revlon, Inc. from May 2000 untilAugust 2003. From September 1998 to May 2000, Mr. Greeff was ManagingDirector, Fixed Income Global Loans, and Co-head of Leverage Finance atSalomon Smith Barney Inc. From January 1994 until August 1998, he wasManaging Director, Global Loans and Head of Leverage and AcquisitionFinance at Citibank N.A.

**Mr. Kretzman (53)**has beenExecutive Vice President, Chief Legal Officer, General Counsel andSecretary of Products Corporation and of Revlon, Inc. since December2003. Mr. Kretzman served as 

41

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Senior Vice President, General Counsel andSecretary of Products Corporation and of Revlon, Inc. from January 2000until December 2003. Prior to becoming General Counsel, Mr. Kretzmanserved as Senior Vice President, Deputy General Counsel and Secretaryfrom March 1998 to January 2000, as Vice President, Deputy GeneralCounsel and Secretary from January 1997 to March 1998, and as VicePresident and Secretary from September 1992 to January 1997. Mr.Kretzman joined the Company in 1988 as Senior Counsel responsible formergers and acquisitions. Mr. Kretzman has also served as theCompany's Chief Compliance Officer since January 2000.

Compensation of Directors

Directors who currently are notreceiving compensation as officers or employees of the Company or anyof its affiliates are paid an annual retainer fee of $25,000, payablein quarterly installments, and a fee of $1,000 for each meeting of theBoard of Directors or any committee thereof that they attend.

Audit Committee and Audit Committee Financial Expert

TheBoard of Directors of Revlon, Inc., which owns 100% of ProductsCorporation's common stock, maintains an Audit Committee inaccordance with the applicable SEC rules and the NYSE's listingstandards. Revlon, Inc.'s Board of Directors has determined thatRevlon, Inc.'s Audit Committee, consisting of Linda GosdenRobinson, Alan S. Bernikow, Paul J. Bohan, Meyer Feldberg and Edward J.Landau, has at least one "audit committee financialexpert". Revlon, Inc.'s Board determined that AlanS. Bernikow, who is also a member of the Company's Board ofDirectors, based upon his experience, training and education, qualifiesas an audit committee financial expert in that he has (a) anunderstanding of generally accepted accounting principles("GAAP") and financial statements; (b) theability to assess the general application of GAAP in connection withaccounting for estimates, accruals and reserves; (c) experiencepreparing, auditing, analyzing or evaluating financial statements thatpresent a breadth and level of complexity of accounting issues that aregenerally comparable to the breadth and complexity of issues that canreasonably be expected to be raised by the Company's financialstatements as well as experience actively supervising one or morepersons engaged in such activities; (d) an understanding of internalcontrols and procedures for financial reporting; and (e) anunderstanding of audit committee functions. For certain biographicaldata concerning Mr. Bernikow, see Item 10, "Directors andExecutive Officers of the Registrant". Revlon,Inc.'s Board further determined that Mr. Bernikow and the othermembers of the Audit Committee are independent of management pursuantto applicable SEC rules and NYSE listing standards regarding theindependence of board and audit committee members, including theindependence principles set forth in the Revlon, Inc. Board Guidelinesfor Assessing Director Independence, which are posted on Revlon,Inc.'s website at www.revloninc.com.

Senior FinancialOfficer Code of Ethics

The Company has a written Code ofBusiness Conduct (the "Code of BusinessConduct") that includes a code of ethics (the"Senior Financial Officer Code of Ethics")that applies to the Company's Chief Executive Officer and seniorfinancial officers (including the Company's Chief FinancialOfficer, Controller and persons performing similar functions)(collectively, the "Senior FinancialOfficers"). The Company will provide a copy of the SeniorFinancial Officer Code of Ethics, without charge, upon written requestto Robert K. Kretzman, Executive Vice President and Chief LegalOfficer, Revlon, Inc., 237 Park Avenue, New York NY, 10017. If theCompany changes the Senior Financial Officer Code of Ethics in anymaterial respect or waives any provision of the Senior FinancialOfficer Code of Ethics for any of its Senior Financial Officers, theCompany expects to provide the public with notice of any such change orwaiver by publishing an appropriate description of such event onRevlon, Inc.'s website, www.revloninc.com or by otherappropriate means as required or permitted under applicable rules ofthe Commission. The Company does not currently expect to make any suchwaivers.

42

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Item 11.    Executive Compensation

The following table sets forth information for the years indicatedconcerning the compensation awarded to, earned by or paid to thepersons who served as Chief Executive Officer of the Company during2004 and the four most highly paid executive officers (see footnote (a)below), other than the Chief Executive Officer, who served as executiveofficers of the Company during 2004 (collectively, the"Named Executive Officers"), for servicesrendered in all capacities to the Company and its subsidiaries duringsuch periods.

Summary CompensationTable

|                                                                           |  |              |  |                        |                             |                              |  |                             |  |                              |  |                             |  |                         |  |                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|---------------------------------------------------------------------------|--|--------------|--|------------------------|-----------------------------|------------------------------|--|-----------------------------|--|------------------------------|--|-----------------------------|--|-------------------------|--|-------------------------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
|                                                                      |  |         |  | AnnualCompensation (a) |                             | Long-Term CompensationAwards |
| Name andPrincipalPosition                                                 |  | Year         |  | Salary($)              |                             | Bonus ($)                    |  | OtherAnnualCompensation ($) |  | RestrictedStockAwards($) (b) |  | SecuritiesUnderlyingOptions |  | AllOtherCompensation($) |
| JackL. StahlPresident and Chief ExecutiveOfficer(c)                       |  | 200420032002 |  |                   | 1,300,0001,300,0001,125,000 |                         |  | 455,000—1,300,000     |  | 95,677103,24482,999          |  | 8,181,000—3,820,000   |  | 5,520,000100,000400,000 |  | 173,631173,2773,966,746 |
| ThomasE. McGuireExecutive Vice President andChief Financial Officer(d)    |  | 20042003     |  | 500,000182,692         |                             | 735,000—               |  | 88,97318,678                |  | 590,850150,500               |  | 995,000100,000              |  | 128,63125,224           |
| DouglasH. GreeffFormer Executive VicePresident– StrategicFinance(e) |  | 200420032002 |  | 889,817884,833811,365  |                             | 313,980190,720600,960        |  | 15,52913,82016,670          |  | ——226,800        |  | ——75,000        |  | 1,009,26414,0568,974    |
|                                                                           |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Theamounts shown in Annual Compensation for 2004, 2003 and 2002 reflectsalary, bonus and other annual compensation (including, as required tobe disclosed in accordance with Item 402 of Regulation S-K promulgatedunder the Exchange Act, perquisites and other personal benefits valuedin excess of $50,000) and amounts reimbursed for payment of taxesawarded to, earned by or paid to the persons listed for servicesrendered to the Company and its subsidiaries. For the periods reported,the Company had an Executive Bonus Plan in which executivesparticipated (including Messrs. Stahl, McGuire and Greeff) (see"— Employment Agreements and Termination ofEmployment Arrangements"). The Executive Bonus Planprovided for payment of cash compensation upon the achievement ofpredetermined business and personal performance objectives during thecalendar year that are established by Revlon, Inc.'s Compensationand Stock Plan Committee (the "CompensationCommittee"), except that in respect of 2003, as a resultof the non-attainment of bonus objectives for that year, theCompensation Committee determined that no bonuses would be payableunder the Executive Bonus Plan or any other incentive compensation planof the Company for that year. In addition, no salary increases wereprovided in 2004 and the Company's bonus plan target for 2004 wasset at 50% of the regular bonus target. For 2004, the Company isreporting the compensation of Messrs. Stahl, McGuire and Greeff, itsonly executive officers during 2004. In February 2005, Mr. Greeff, theCompany's former Executive Vice President – StrategicFinance, ceased employment with the Company. |

|     |                                                                                                                                                                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | See footnotes (c), (d) and (e)below for information concerning the number, value and vestingschedules on restricted stock awards to the Named Executive Officersunder the Stock Plan. The options granted to Named Executive Officersduring 2004 pursuant to the Stock Plan are discussed below under"Option Grants in the Last FiscalYear." |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Mr.Stahl became President and Chief Executive Officer of the Companyduring February 2002. In March 2005, Mr. Stahl will receive a bonus of$455,000 in respect of 2004 pursuant to the terms of the ExecutiveBonus Plan, and based upon the achievement of certain predetermined,objective performance-based bonus criteria that had been established inearly 2004 by the Compensation Committee. The amount shown for Mr.Stahl under Other Annual Compensation for 2004 includes $95,677 inrespect of gross ups for taxes on imputed income arising out of (x)personal use of a Company-provided automobile, (y) premiums paid orreimbursed by the Company in respect of life insurance and (z)reimbursements for mortgage principal and interest payments pursuant toMr. Stahl's employment agreement, as amended. In addition,although not required to be disclosed in the Summary Compensation Tableabove pursuant to Item 402 of Regulation S-K, Mr. Stahl'scompensation for 2004 also included (i) $21,188 in respect of use of aCompany-provided automobile, (ii) $11,886 in Company-paid contributionsunder the Company's Executive Medical Plan, and (iii) $8,500 fortax preparation expenses in 2004. The amount shown under All OtherCompensation for 2004 reflects (i) $16,513 in respect of life insurancepremiums, (ii) $135,968 of additional compensation in respect ofinterest and principal payments on a mortgage loan which ProductsCorporation made to Mr. Stahl on May 20, 2002 (prior to the passage ofthe Sarbanes-Oxley Act of 2002 and its prohibitions on loans toexecutive officers) to purchase a principal residence in the New Yorkmetropolitan area pursuant to his employment agreement (see"— Employment Agreements and Termination ofEmployment Arrangements"), (iii) $6,150 in respect ofmatching contributions under the Revlon Employees Savings, Investmentand Profit Sharing Plan (a 401(k) savings plan and, as amended andrestated from time to time, the "SavingsPlan"), and (iv) $15,000 in respect of matchingcontributions under the Revlon Excess Savings |

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Plan for Key Employees. On April 14, 2004,Mr. Stahl was awarded a grant of 2,700,000 shares of restricted stockunder the Stock Plan. The value of the restricted stock Awards grantedto Mr. Stahl on April 14, 2004 as reflected in the table is based onthe $3.03 per share closing price of Revlon Class A Common Stock on theNYSE on the grant date. The value of these restricted stock Awards asof December 31, 2004 was $6,210,000, based on a per share price of$2.30, the closing price of Revlon Class A Common Stock on the NYSE onDecember 31, 2004. Provided Mr. Stahl remains continuously employed bythe Company, or if he is terminated by the Company without"cause" or if he terminates his employmentfor "good reason" (as each such term isdescribed in Mr. Stahl's employment agreement, as amended), his2004 restricted stock Award will vest in one-third increments beginningon April 14, 2005 and thereafter as to an additional one-third on eachsubsequent anniversary of the grant date. No dividends will be paid onunvested restricted stock granted to Mr. Stahl in 2004. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | The amount shown for Mr. Stahlunder Other Annual Compensation for 2003 includes $103,244 in respectof gross ups for taxes on imputed income arising out of (i) personaluse of a Company-provided automobile, (ii) premiums paid or reimbursedby the Company in respect of life insurance and (iii) reimbursementsfor mortgage principal and interest payments pursuant to Mr.Stahl's employment agreement, as amended. The amount shown underAll Other Compensation for 2003 reflects (i) $16,309 in respect of lifeinsurance premiums, (ii) $135,968 of additional compensation in respectof interest and principal payments on a mortgage loan which ProductsCorporation made to Mr. Stahl on May 20, 2002 to purchase a principalresidence in the New York metropolitan area pursuant to his employmentagreement (see "— Employment Agreements andTermination of Employment Arrangements"), (iii) $6,000 inrespect of matching contributions under the Savings Plan and (iv)$15,000 in respect of matching contributions under the Revlon ExcessSavings Plan for Key Employees. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    | Mr. Stahl received aguaranteed bonus of $1,300,000 in respect of 2002 pursuant to the termsof his employment agreement. The amount shown for Mr. Stahl under OtherAnnual Compensation for 2002 includes $82,999 in respect of gross upsfor taxes on imputed income arising out of (i) personal use of aCompany-provided automobile, (ii) premiums paid or reimbursed by theCompany in respect of life insurance, (iii) reimbursements for mortgageprincipal and interest payments pursuant to Mr. Stahl'semployment agreement and (iv) relocation expenses paid or reimbursed bythe Company in 2002. The amount shown under All Other Compensation for2002 reflects (i) $7,350 in Company-paid relocation expenses, (ii)$13,081 in respect of life insurance premiums, (iii) $79,315 ofadditional compensation in respect of interest and principal paymentson a mortgage loan which Products Corporation made to Mr. Stahl on May20, 2002 to purchase a principal residence in the New York metropolitanarea pursuant to his employment agreement (see "—Employment Agreements and Termination of EmploymentArrangements"), (iv) $6,000 in respect of matchingcontributions under the Savings Plan, (v) $15,000 in respect ofmatching contributions under the Revlon Excess Savings Plan for KeyEmployees and (vi) $3,846,000 for imputed income in connection withreceipt of an Award of restricted stock reflected in the SummaryCompensation Table as to which he made an election pursuant to Section83(b) of the Internal Revenue Code of 1986 (as amended, the"Code"). |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | On February 17, 2002 (the"2002 Stahl Grant Date"), Mr. Stahl wasawarded a grant of 470,000 shares of restricted stock under the StockPlan and 530,000 shares of restricted stock under the Revlon, Inc. 2002Supplemental Stock Plan (the "Supplemental StockPlan"). The value of the restricted stock Awards grantedto Mr. Stahl on the 2002 Stahl Grant Date as reflected in the table isbased on the $3.82 per share closing price of Revlon Class A CommonStock on the NYSE on the 2002 Stahl Grant Date. The value of theserestricted stock Awards as of December 31, 2004 was $2,300,000, basedon a per share price of $2.30, the closing price of Revlon Class ACommon Stock on the NYSE on December 31, 2004. Provided Mr. Stahlremains continuously employed by the Company, or if he is terminated bythe Company without "cause" or if heterminates his employment for "good reason"(as each such term is described in Mr. Stahl's employmentagreement, as amended), his 2002 restricted stock Award will vest as toone-third of the restricted shares on the day after which the 20-dayaverage of the closing price of Revlon Class A Common Stock on the NYSEequals or exceeds $20.00 per share, an additional one-third of suchrestricted shares will vest on the day after which such 20-day averageclosing price equals or exceeds $25.00 per share and the balance willvest on the day after which such 20-day average closing price equals orexceeds $30.00 per share, provided (i) subject to clause (ii) below, noportion of Mr. Stahl's restricted stock Award will vest until thesecond anniversary of the 2002 Stahl Grant Date, unless such 20-dayaverage closing price has equaled or exceeded $25.00 per share, (ii)all of the shares of restricted stock awarded to Mr. Stahl will vestimmediately in the event of a "change incontrol" as defined in Mr. Stahl's restricted stockagreement and (iii) on the second and fourth anniversaries of the 2002Stahl Grant Date, restrictions shall lapse as to an additional 250,000shares of such restricted stock and on the fifth anniversary of the2002 Stahl Grant Date, restrictions shall lapse as to 500,000 shares ofsuch restricted stock as to which restrictions had not previouslylapsed. In accordance with the terms of the grant, on June 18, 2004,the second anniversary of the 2002 Stahl Grant Date, restrictionslapsed as to 250,000 shares of Mr. Stahl's restricted stockaward. In the event that, prior to the fifth anniversary of the 2002Stahl Grant Date, and subject to clause (ii) of the prior sentence, Mr.Stahl's employment with the Company terminates as a result of Mr.Stahl's "disability" (as such term isdefined or described in Mr. Stahl's employment agreement, asamended), restrictions shall lapse with respect to an additional numberof shares of restricted stock, if any, such that the aggregate numberof shares of restricted stock as to which restrictions shall havelapsed will equal the greater of (i) 250,000 and (ii) the product of(X) 1,000,000 and (Y) a fraction, the numerator of which is the numberof full calendar months during which Mr. Stahl was employed after the2002 Stahl Grant Date (disregarding service prior to March 1, 2002) andthe denominator of which is 60. In addition, if Mr. Stahl'semployment is terminated by Mr. Stahl for "goodreason" or is terminated by the Company other than for"cause" or"disability" (as each such term is defined ordescribed in Mr. Stahl's employment agreement, as amended) duringthe 120-day period immediately preceding the date of a"change in control" (as defined in Mr.Stahl's restricted stock agreement), then the shares ofrestricted stock previously forfeited upon such termination ofemployment will be reinstated and the restrictions relating theretowill lapse and such shares will be deemed fully vested as of the dateof the change in control. In the event that cash or any in-kinddistributions are made in respect of Revlon Common Stock prior to thelapse of the restrictions relating |

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|  |                                                                                                                                                                                                                                                                    |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | to any of Mr. Stahl's restricted stockgranted to Mr. Stahl on the 2002 Stahl Grant Date as to which therestrictions have not lapsed, such dividends will be held by theCompany and paid to Mr. Stahl when, and if, the restrictions on suchrestricted stock lapse. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Mr. Stahl's employmentagreement was amended on December 17, 2004 to provide for continuedvesting of equity awards previously granted to Mr. Stahl in the eventthat he is terminated by the Company without"cause" or if Mr. Stahl shall terminate hisemployment for "good reason" (as each suchterm is defined or described in Mr. Stahl's employment agreement,as amended). Specifically, as described above, in the event that Mr.Stahl is terminated without "cause" or if heterminates his employment for "good reason,"the stock option awards granted to Mr. Stahl by the Company on February17, 2002, May 19, 2003 and April 14, 2004, and the restricted stockawards granted to Mr. Stahl on February 17, 2002 and April 14, 2004,shall continue to vest in accordance with their terms as if Mr.Stahl's employment had not been terminated and he had remainedemployed by the Company, and those stock option awards shall remainexercisable until the later of (i) one year after such existing optionaward becomes 100% fully vested and exercisable or (ii) 18months following Mr. Stahl's termination of employment, but in noevent beyond the original option term of each such award. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Mr. McGuire became ExecutiveVice President and Chief Financial Officer of the Company during August2003. In March 2005, Mr. McGuire will receive a bonus of $135,000 inrespect of 2004 pursuant to the terms of the Executive Bonus Plan,$70,875 of which will be based upon the achievement of certainpredetermined, objective performance-based bonus criteria that had beenestablished in early 2004 by the Compensation Committee and $64,125 ofwhich will be a discretionary bonus approved by the CompensationCommittee in recognition of, among other things, Mr. McGuire'ssignificant contributions to the Company's refinancing activitiesduring 2004. In addition, pursuant to the terms of his employmentagreement, in January 2005 Mr. McGuire received a $600,000 retentionincentive in respect of 2004, intended to assist him towards fundingthe purchase of a home in the New York metropolitan area (see"— Employment Agreements and Termination ofEmployment Arrangements"). The amount shown for Mr.McGuire under Other Annual Compensation for 2004 includes $88,973 inrespect of gross ups for taxes on imputed income arising out ofrelocation expenses paid or reimbursed by the Company in 2004. Inaddition, although not required to be disclosed in the SummaryCompensation Table above pursuant to Item 402 of Regulation S-K, Mr.McGuire's compensation for 2004 also included $15,000 in respectof a cash car allowance. The amount shown under All Other Compensationfor 2004 reflects (i) $119,835 in Company-paid expenses for temporarycorporate housing and travel to and from Atlanta pending his relocationto the New York metropolitan area and (ii) $2,546 in respect of lifeinsurance premiums. On April 14, 2004, Mr. McGuire was awarded a grantof 195,000 shares of restricted stock under the Stock Plan. The valueof the restricted stock Awards granted to Mr. McGuire on April 14, 2004as reflected in the table is based on the $3.03 per share closing priceof Revlon Class A Common Stock on the NYSE on that date. The value ofthese restricted stock Awards as of December 31, 2004 was $448,500,based on a per share price of $2.30, the closing price of Revlon ClassA Common Stock on the NYSE on December 31, 2004. Provided Mr. McGuireremains continuously employed by the Company, his 2004 restricted stockAward will vest in one-third increments beginning on April 14, 2005 andthereafter as to an additional one-third on each subsequent anniversaryof the grant date. No dividends will be paid on the unvested restrictedstock granted to Mr. McGuire in 2004. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | On August 18, 2003 (the"2003 McGuire Grant Date"), Mr. McGuire wasawarded 50,000 shares of restricted stock under the Stock Plan. Thevalue of the restricted stock Awards granted to Mr. McGuire on the 2003McGuire Grant Date as reflected in the table is based on the $3.01 pershare closing price of Revlon Class A Common Stock on the NYSE on the2003 McGuire Grant Date. The value of these restricted stock Awards asof December 31, 2004 was $115,000, based on a per share price of $2.30,the closing price of Revlon Class A Common Stock on the NYSE onDecember 31, 2004. The amount shown for Mr. McGuire under Other AnnualCompensation for 2003 includes $18,678 in respect of gross ups fortaxes on imputed income arising out of relocation expenses paid orreimbursed by the Company in 2003. The amount shown under All OtherCompensation for 2003 reflects (i) $24,732 in Company-paid relocationexpenses and (ii) $492 in respect of premiums under the Company'sbasic life insurance program. Provided Mr. McGuire remains continuouslyemployed by the Company, his 2003 restricted stock Award will vest asto one-third of the restricted shares on the day after which the 20-dayaverage of the closing price of Revlon Class A Common Stock on the NYSEequals or exceeds $20.00 per share, an additional one-third of suchrestricted shares will vest on the day after which such 20-day averageclosing price equals or exceeds $25.00 per share and the balance willvest on the day after which such 20-day average closing price equals orexceeds $30.00 per share, provided (i) subject to clause (ii) below, noportion of Mr. McGuire's 2003 restricted stock Award will vestuntil the second anniversary of the 2003 McGuire Grant Date, (ii) allof the shares of restricted stock awarded to Mr. McGuire in 2003 willvest immediately in the event of a "change incontrol" (as defined in Mr. McGuire's restrictedstock agreement) and (iii) all of the shares of restricted stockgranted to Mr. McGuire in 2003 that have not previously vested willfully vest on the third anniversary of the 2003 McGuire Grant Date. Nodividends will be paid on the unvested restricted stock granted to Mr.McGuire in 2003. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e) | Mr.Greeff served as Executive Vice President and Chief Financial Officerof the Company during all of 2002 and until August 2003, when he becameExecutive Vice President – Strategic Finance of the Company. InFebruary 2005, Mr. Greeff ceased employment with the Company. In March2005, Mr. Greeff will receive a bonus of $133,500 in respect of 2004pursuant to the terms of the Executive Bonus Plan, based upon theachievement of certain predetermined, objective performance-based bonuscriteria that had been established in early 2004 by the CompensationCommittee. In 2004, Mr. Greeff also received a bonus of $180,480pursuant to the terms of his employment agreement, as a special bonusin respect of repayment of a loan made by the Company to Mr. Greeffwhen he joined the Company in 2000, prior to the passage of theSarbanes-Oxley Act of 2002 and its prohibition on loans to executiveofficers (the "2000 Loan") (see"— Employment Agreements and Termination ofEmployment Arrangements"). The amount shown for Mr. Greeffunder Other Annual Compensation for 2004 includes $15,529 in respect ofgross ups for taxes on imputed income arising out of personal use of aCompany-provided automobile. In addition, although not required to bedisclosed in the Summary Compensation Table above pursuant to Item 402of |

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Regulation S-K, Mr. Greeff'scompensation for 2004 also included $21,005 in respect of use of aCompany-provided automobile and $11,886 in Company-paid contributionsunder the Company's Executive Medical Plan in 2004. The amountshown for Mr. Greeff under All Other Compensation for 2004 reflects (i)$3,114 in respect of life insurance premiums, (ii) $6,150 in respect ofmatching contributions under the Savings Plan and (iii) $1,000,000 tobe paid in March 2005 pursuant to the terms of Mr. Greeff'semployment agreement and the Greeff Separation Agreement (as definedbelow), based upon the completion of objectives relating to thesuccessful completion of the Revlon Exchange Transactions and therefinancing of Products Corporation's 2001 Credit Agreement withthe 2004 Credit Agreement during 2004. (see "—Employment Agreements and Termination of EmploymentArrangements"). |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | In 2003, Mr. Greeff received abonus of $190,720 pursuant to the terms of his employment agreement asa special bonus in respect of repayment of the 2000 Loan (see"— Employment Agreements and Termination ofEmployment Arrangements"). The amount shown for Mr. Greeffunder Other Annual Compensation for 2003 includes $13,820 in respect ofgross ups for taxes on imputed income arising out of personal use of aCompany-provided automobile. The amount shown for Mr. Greeff under AllOther Compensation for 2003 reflects (i) $3,056 in respect of lifeinsurance premiums, (ii) $6,000 in respect of matching contributionsunder the Savings Plan and (iii) $5,000 in respect of reimbursement ofexpenses in connection with an amendment of Mr. Greeff'semployment agreement. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | In2002, Mr. Greeff received a bonus of $600,960, of which $200,960 waspaid pursuant to the terms of his employment agreement as a specialbonus in respect of repayment of the 2000 Loan (see"— Employment Agreements and Termination ofEmployment Arrangements") and the balance of $400,000 wasa discretionary bonus paid in respect of 2002 pursuant to the ExecutiveBonus Plan. The amount shown for Mr. Greeff under Other AnnualCompensation for 2002 includes $16,670 in respect of gross ups fortaxes on imputed income arising out of personal use of aCompany-provided automobile. The amount shown under All OtherCompensation for 2002 reflects (i) $2,974 in respect of life insurancepremiums and (ii) $6,000 in respect of matching contributions under theSavings Plan. On September 17, 2002 (the "2002 GreeffGrant Date"), Mr. Greeff was awarded a grant of 60,000shares of restricted stock under the Stock Plan. The value of therestricted stock Awards granted to Mr. Greeff on the 2002 Greeff GrantDate as reflected in the table is based on the $3.78 per share closingprice of Revlon Class A Common Stock on the NYSE on the 2002 GreeffGrant Date. The value of these restricted stock Awards as of December31, 2004 was $138,000, based on a per share price of $2.30, the closingprice of Revlon Class A Common Stock on the NYSE on December 31, 2004.As provided in the Greeff Separation Agreement (as defined below), Mr.Greeff's 2002 restricted stock Award will vest as to one-third ofthe restricted shares on the day after which the 20-day average of theclosing price of Revlon Class A Common Stock on the NYSE equals orexceeds $20.00 per share, an additional one-third of such restrictedshares will vest on the day after which such 20-day average closingprice equals or exceeds $25.00 per share and the balance will vest onthe day after which such 20-day average closing price equals or exceeds$30.00 per share, provided (i) subject to clause (ii) below, no portionof Mr. Greeff's 2002 restricted stock Award will vest until thesecond anniversary of the 2002 Greeff Grant Date, (ii) all of theshares of restricted stock awarded to Mr. Greeff in 2002 will vestimmediately in the event of a "change incontrol" (as defined in Mr. Greeff's restrictedstock agreement) and (iii) all of the shares of restricted stockgranted to Mr. Greeff in 2002 which have not previously vested willfully vest on the third anniversary of the 2002 Greeff Grant Date. Nodividends will be paid on the unvested restricted stock granted to Mr.Greeff in 2002. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Mr. Greeffreceived a bonus of $511,200 in respect of 2001, of which $211,200 waspaid pursuant to the terms of his employment agreement as a specialbonus in respect of repayment of the 2000 Loan (see"— Employment Agreements and Termination ofEmployment Arrangements") and the balance of $300,000 waspaid in respect of 2001 pursuant to the Executive Bonus Plan as ashort-term cash bonus in recognition of the Company's successfulrefinancing of its credit agreement in 2001 (which was subsequentlyrefinanced in July 2004) and issuing Products Corporation's12% Senior Secured Notes (which were redeemed in full during2004). $150,000 of Mr. Greeff's bonus in respect of 2001 was paidin 2002 and the remaining $150,000 was paid in 2003. |

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OPTION GRANTS IN THE LAST FISCALYEAR

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

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

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

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Grant Date Present Values werecalculated using the Black-Scholes option pricing model. The model asapplied used April 14, 2004 with respect to options granted to Messrs.Stahl and McGuire on such date. Stock option models require aprediction about the future movement of stock price. The followingassumptions were made for purposes of calculating Grant Date PresentValues: (i) a risk-free rate of return of 3.95%, which was therate as of April 14, 2004 for the U.S. Treasury Zero Coupon Bond issuewith a remaining term similar to the expected term of the options; (ii)stock price volatility of 68.99% based upon the volatility ofthe stock price of Revlon Class A Common Stock; (iii) a constantdividend rate of zero percent; and (iv) that the options normally wouldbe exercised seven years from the grant date. No adjustments to thetheoretical value were made to reflect the waiting period, if any,prior to vesting of the stock options or the transferability (orrestrictions related thereto) of the stock options. The real value ofthe options in the table depends upon the actual performance of RevlonClass A Common Stock during the applicable period and upon when theyare exercised. |

47

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

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

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

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|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Amountsshown represent the difference between the exercise price of theoptions (exercisable or unexercisable, as the case may be) and themarket value of the underlying shares of Revlon Class A Common Stock atyear end, calculated using $2.30, the December 31, 2004 closing priceon the NYSE of Revlon Class A Common Stock. As the closing price ofRevlon Class A Common Stock on December 31, 2004 was less than theexercise price of the stock options referred to in the table above, theoptions were not in-the-money as of that date and, accordingly, had novalue. The actual value, if any, an executive may realize upon exerciseof a stock option depends upon the amount by which the market price ofshares of Revlon Class A Common Stock exceeds the exercise price pershare when the stock options are exercised. |

EmploymentAgreements and Termination of Employment Arrangements

Each ofMessrs. Stahl and McGuire has, and Mr. Greeff had, an executiveemployment agreement with Products Corporation.

Mr.Stahl's employment agreement, as amended (as so amended, his"employment agreement"), provides that hewill serve as President and Chief Executive Officer at a base salary ofnot less than $1,300,000 per annum, and that he receive a bonus of notless than $1,300,000 in respect of 2002 (which bonus was paid inFebruary 2003) and grants of 1,000,000 shares of restricted stock and400,000 options upon joining the Company in 2002 (which grants weremade on the 2002 Stahl Grant Date). The initial term of Mr.Stahl's employment agreement, as amended, ends on February 16,2008, provided, however, that at any time on or after February 17,2005, Products Corporation may terminate Mr. Stahl's employmentby 36 months' prior written notice of non-renewal of theagreement.

Mr. Stahl's employment agreement provides forparticipation in the Executive Bonus Plan and other executive benefitplans on a basis equivalent to other senior executives of the Companygenerally. Mr. Stahl's employment agreement provides forCompany-paid supplemental disability insurance and supplemental termlife insurance coverage with a death benefit of $10,000,000 duringemployment. The employment agreement for Mr. Stahl also provides forprotection of Company confidential information and includes anon-compete obligation.

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

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

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

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

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

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

Mr. McGuire's employment agreementprovides for participation in the Executive Bonus Plan and otherexecutive benefit plans on a basis equivalent to other seniorexecutives of the Company generally. The employment agreement for Mr.McGuire also provides for protection of Company confidentialinformation and includes a non-compete obligation.

Mr.McGuire's employment agreement provides that in the event oftermination of the term by Mr. McGuire for material breach by theCompany of a material provision of such agreement or failure of theCompensation Committee to adopt and implement the recommendations ofmanagement with respect to stock option or restricted stock grants tobe provided under his employment agreement, or by the Company(otherwise than for "cause" as defined in Mr.McGuire's employment agreement or disability), Mr. McGuire wouldbe entitled, at his election, to severance pursuant to the ExecutiveSeverance Policy (see "— Executive SeverancePolicy") (provided that the Severance Period for Mr.McGuire shall not be less than 24 months) or continued payments of basesalary through August 17, 2006 and continued participation in theCompany's life insurance plan, which life insurance coverage issubject to a limit of two years, and medical plans, subject to theterms of such plans through August 17, 2006 or until Mr. McGuire werecovered by like plans of another company.

Mr. McGuire'soriginal employment agreement provided that Mr. McGuire was eligiblefor certain relocation and retention benefits with the expectation thathe would sell his home in Atlanta by August 18, 2004 and complete hisrelocation to New York by October 18, 2004. Due to the significant timethat Mr. McGuire spent on the Company's refinancing activitiesduring 2004, which did not permit Mr. McGuire to pursue his relocation,the employment agreement was amended in December 2004 to allow Mr.McGuire until August 18, 2005 to sell his home in Atlanta, untilOctober 18, 2005 to complete his relocation to the New Yorkmetropolitan area and to extend the period that ProductsCorporation's would provide him with reasonable corporate housinguntil December 31, 2004.

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

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

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

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

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

The GreeffSeparation Agreement further provides, pursuant to the terms of Mr.Greeff's employment agreement, that each of Mr. Greeff'sexisting stock option grants will continue to vest in accordance withtheir respective terms and remain exercisable for one year followingthe later of the date each such grant becomes fully vested andexercisable or the date Mr. Greeff ceased to be employed by theCompany. Pursuant to the Greeff Separation Agreement, Mr. Greeffreceived an award of options to acquire 240,000 shares of Revlon ClassA Common Stock, which options have a term of 7 years and vest in25% increments per year, with the grant continuing to remainexercisable for one year following the date such grant becomes fullyvested, which grant was made upon the recommendation of the Company andthe approval of the Compensation Committee in February 2005. Also underthe Greeff Separation Agreement, the 60,000 shares of restricted stockawarded to Mr. Greeff on the 2002 Greeff Grant Date, which were due tovest on September 17, 2005 had Mr. Greeff remained employed by theCompany, will continue to vest in accordance with their terms.

Executive Severance Policy

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

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Defined Benefit Plans

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

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

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

TheRetirement Plan is intended to be a tax qualified defined benefit plan.Non-Cash Balance Program benefits are a function of service and finalaverage compensation. The Non-Cash Balance Program is designed toprovide an employee having 30 years of credited service with an annuitygenerally equal to 52% of final average compensation, less50% of estimated individual Social Security benefits. Finalaverage compensation is defined as average annual base salary and bonus(but not any part of bonuses in excess of 50% of base salary)during the five consecutive calendar years in which base salary andbonus (but not any part of bonuses in excess of 50% of basesalary) were highest out of the last 10 years prior to retirement orearlier termination. Except as otherwise indicated, credited serviceincludes all periods of employment with the Company or a subsidiaryprior to retirement or earlier termination. Messrs. Stahl and McGuiredo not participate in the Non-Cash Balance Program.

EffectiveJanuary 1, 2001, Products Corporation amended the Retirement Plan toprovide for a cash balance program under the Retirement Plan (the"Cash Balance Program"). Under the CashBalance Program, eligible employees will receive quarterly credits toan individual cash balance bookkeeping account equal to 5% oftheir compensation for the previous quarter. Interest credits, whichcommenced June 30, 2001, are allocated quarterly (based on the yield ofthe 30-year Treasury bond for November of the preceding calendar year).Employees who as of January 1, 2001 were at least age 45, had 10 ormore years of service with the Company and whose age and years ofservice totaled at least 60 were"grandfathered" and continue to participatein the Non-Cash Balance Program under the same retirement formuladescribed in the preceding paragraph. All other eligible employees hadtheir benefits earned (if any) under the Non-Cash Balance Program"frozen" on December 31, 2000 and began toparticipate in the Cash Balance Program on January 1, 2001. The"frozen" benefits will be payable at normalretirement age and will be reduced if the employee elects earlyretirement. Any employee who, as of January 1, 2001 was at least age 40but not part of the "grandfathered" groupwill, in addition to the "basic" 5%quarterly pay credits, receive quarterly"transition" pay credits of 3% ofcompensation each year for up to 10 years or until he/she leavesemployment with the Company, whichever is earlier. Messrs. Stahl andMcGuire participate in the Cash Balance Program. As they were notemployed by the Company 

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on January 1, 2001 (the date on which a"transition" employee was determined),Messrs. Stahl and McGuire are eligible to receive only basic paycredits. The estimated annual benefits payable under the Cash BalanceProgram as a single life annuity (assuming Messrs. Stahl and McGuireremain employed by the Company until age 65 at their current level ofcompensation) is $191,800 for Mr. Stahl and $70,600 for Mr. McGuire.Mr. Stahl's total retirement benefits will be determined inaccordance with his employment agreement, which provides for aguaranteed retirement benefit provided that certain conditions are met.

The Employee Retirement Income Security Act of 1974, as amended,places certain maximum limitations upon the annual benefit payableunder all qualified plans of an employer to any one individual. Inaddition, the Code limits the annual amount of compensation that can beconsidered in determining the level of benefits under qualified plans.The Pension Equalization Plan, as amended, is a non-qualified benefitarrangement designed to provide for the payment by the Company of thedifference, if any, between the amount of such maximum limitations andthe annual benefit that would be payable under the Retirement Plan(including the Non-Cash Balance Program and the Cash Balance Program)but for such limitations, up to a combined maximum annual straight lifeannuity benefit at age 65 under the Retirement Plan and the PensionEqualization Plan of $500,000. Benefits provided under the PensionEqualization Plan are conditioned on the participant's compliancewith his or her non-competition agreement and on the participant notcompeting with Products Corporation for one year after termination ofemployment.

The number of full years of service under theRetirement Plan and the Pension Equalization Plan as of January 1, 2005for Mr. Stahl was two years and for Mr. McGuire was one year.

Item 12.    Security Ownership of Certain Beneficial Owners andManagement

Revlon, Inc. beneficially owns all of the 5,260outstanding shares of common stock, par value $1.00 per share, ofProducts Corporation. MacAndrews & Forbes Holdings, which is whollyowned by Ronald O. Perelman, owns (i) 190,110,641 shares of RevlonClass A Common Stock (20,819,333 of which are owned by REV Holdings and169,291,308 of which are beneficially owned by MacAndrews & Forbes(including approximately 32.6 million shares of Revlon Class A CommonStock beneficially owned by a family member with respect to whichMacAndrews & Forbes holds a voting proxy)) and (ii) all of theoutstanding 31,250,000 shares of Revlon Class B Common Stock. Mr.Perelman also beneficially owns 1,135,417 shares of Revlon Class ACommon Stock that may be acquired under vested options. Based on theshares referenced in clauses (i) and (ii) above, and including Mr.Perelman's vested stock options, Mr. Perelman through MacAndrews& Forbes, at December 31, 2004, beneficially owned approximately59.9% of Revlon, Inc.'s outstanding shares of RevlonCommon Stock and had approximately 77.2% of the combined votingpower of the outstanding shares of Revlon Common Stock currentlyentitled to vote at Revlon, Inc.'s 2005 Annual Meeting ofStockholders. No other director, executive officer or other personbeneficially owns any shares of Products Corporation's commonstock. Shares of Revlon Class A Common Stock and shares of intermediateholding companies between the Company and MacAndrews & ForbesHoldings are, and may from time to time be pledged to secureobligations of MacAndrews & Forbes Holdings or its affiliates. Adefault under these obligations could cause foreclosure with respect tosuch pledged shares.

Item 13.    Certain Relationships andRelated Transactions

Revlon, Inc. beneficially owns all of the5,260 outstanding shares of common stock of Products Corporation. As ofDecember 31, 2004, MacAndrews & Forbes beneficially owned shares ofRevlon Common Stock having approximately 77.2% of the votingpower of the outstanding shares of Revlon Common Stock. As a result,MacAndrews & Forbes is able to control the election of the entireBoard of Directors of Revlon, Inc. and Products Corporation and controlthe vote on all matters submitted to a vote of Revlon, Inc.'s andProducts Corporation's stockholders. MacAndrews & Forbes iswholly owned by Ronald O. Perelman, who is Chairman of the Board ofDirectors of Revlon, Inc. and Products Corporation.

TransferAgreements

In June 1992, Revlon, Inc. and Products Corporationentered into an asset transfer agreement with Revlon Holdings LLC, aDelaware limited liability company and formerly a Delaware corporationknown 

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

ReimbursementAgreements

Revlon, Inc., Products Corporation and MacAndrews& Forbes Inc. have entered into reimbursement agreements (the"Reimbursement Agreements") pursuant to which(i) MacAndrews & Forbes Inc. is obligated to provide (directly orthrough affiliates) certain professional and administrative services,including employees, to Revlon, Inc. and its subsidiaries, includingProducts Corporation, and purchase services from third party providers,such as insurance, legal and accounting services and air transportationservices, on behalf of Revlon, Inc. and its subsidiaries, includingProducts Corporation, to the extent requested by Products Corporation,and (ii) Products Corporation is obligated to provide certainprofessional and administrative services, including employees, toMacAndrews & Forbes Inc. (and its affiliates) and purchase servicesfrom third party providers, such as insurance and legal and accountingservices, on behalf of MacAndrews & Forbes Inc. (and itsaffiliates) to the extent requested by MacAndrews & Forbes Inc.,provided that in each case the performance of such services does notcause an unreasonable burden to MacAndrews & Forbes Inc. orProducts Corporation, as the case may be. Products Corporationreimburses MacAndrews & Forbes Inc. for the allocable costs of theservices purchased for or provided to Products Corporation and itssubsidiaries and for reasonable out-of-pocket expenses incurred inconnection with the provision of such services. MacAndrews & ForbesInc. (or such affiliates) reimburses Products Corporation for theallocable costs of the services purchased for or provided to MacAndrews& Forbes Inc. (or such affiliates) and for the reasonableout-of-pocket expenses incurred in connection with the purchase orprovision of such services. Each of Revlon, Inc. and ProductsCorporation, on the one hand, and MacAndrews & Forbes Inc., on theother, has agreed to indemnify the other party for losses arising outof the provision of services by it under the Reimbursement Agreementsother than losses resulting from its willful misconduct or grossnegligence. The Reimbursement Agreements may be terminated by eitherparty on 90 days' notice. Products Corporation does not intend torequest services under the Reimbursement Agreements unless their costswould be at least as favorable to Products Corporation as could beobtained from unaffiliated third parties. Revlon, Inc. and ProductsCorporation participate in MacAndrews & Forbes' directors andofficers liability insurance program, which covers Revlon, Inc. andProducts Corporation, as well as MacAndrews & Forbes. The limits ofcoverage are available on an aggregate basis for losses to any or allof the participating companies and their respective directors andofficers. Revlon, Inc. and Products Corporation reimburse MacAndrews& Forbes for their allocable portion of the premiums for suchcoverage, which the Company believes is more favorable than thepremiums Products Corporation would pay were it to secure stand-alonecoverage. The amounts paid by Revlon, Inc. and Products Corporation toMacAndrews & Forbes for premiums is included in the amounts paidunder the Reimbursement Agreements. The net amount payable toMacAndrews & Forbes Inc. by Products Corporation for the servicesprovided under the Reimbursement Agreements for 2004 was $1.0million.

Tax Sharing Agreements

As a result of theclosing of the Revlon Exchange Transactions (see "—Debt Reduction Transactions and Related Agreements — DebtReduction Transactions"), as of the end of March 25, 2004,Revlon, Inc., Products Corporation and their U.S. subsidiaries were nolonger included in the MacAndrews & 

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Forbes Group for federal income taxpurposes. The MacAndrews & Forbes Tax Sharing Agreement will remainin effect solely for taxable periods beginning on or after January 1,1992, through and including March 25, 2004. In these taxable periods,Revlon, Inc. and Products Corporation were included in the MacAndrews& Forbes Group, and Revlon, Inc.'s and ProductsCorporation's federal taxable income and loss were included insuch group's consolidated tax return filed by MacAndrews &Forbes Holdings. Revlon, Inc. and Products Corporation were alsoincluded in certain state and local tax returns of MacAndrews &Forbes Holdings or its subsidiaries. In June 1992, Revlon Holdings,Revlon, Inc., Products Corporation and certain of its subsidiaries, andMacAndrews & Forbes Holdings entered into a tax sharing agreement(as subsequently amended and restated, the "MacAndrews& Forbes Tax Sharing Agreement"), pursuant to whichMacAndrews & Forbes Holdings agreed to indemnify Revlon, Inc. andProducts Corporation against federal, state or local income taxliabilities of the MacAndrews & Forbes Group (other than in respectof Revlon, Inc. and Products Corporation) for taxable periods beginningon or after January 1, 1992 during which Revlon, Inc. and ProductsCorporation or a subsidiary of Products Corporation was a member ofsuch group. Pursuant to the MacAndrews & Forbes Tax SharingAgreement, for all such taxable periods, Products Corporation wasrequired to pay to Revlon, Inc., which in turn was required to pay toRevlon Holdings, amounts equal to the taxes that Products Corporationwould otherwise have had to pay if it were to file separate federal,state or local income tax returns (including any amounts determined tobe due as a result of a redetermination arising from an audit orotherwise of the consolidated or combined tax liability relating to anysuch period which was attributable to Products Corporation), exceptthat Products Corporation was not entitled to carry back any losses totaxable periods ending prior to January 1, 1992. No payments wererequired by Products Corporation or Revlon, Inc. if and to the extentProducts Corporation was prohibited under the terms of its 2004 CreditAgreement from making tax sharing payments to Revlon, Inc. The 2004Credit Agreement prohibits Products Corporation from making such taxsharing payments under the MacAndrews & Forbes Tax SharingAgreement other than in respect of state and local income taxes. TheMacAndrews & Forbes Tax Sharing Agreement was amended, effective asof January 1, 2001, to eliminate a contingent payment to Revlon, Inc.under certain circumstances in return for a $10 million note withinterest at 12% and interest and principal payable by MacAndrews& Forbes Holdings on December 31, 2005. As a result of tax netoperating losses and prohibitions under the 2004 Credit Agreement,there were no federal tax payments or payments in lieu of taxespursuant to the MacAndrews & Forbes Tax Sharing Agreement inrespect of 2004.

Following the closing of the Revlon ExchangeTransactions, Revlon, Inc. became the parent of a new consolidatedgroup for federal income tax purposes and Products Corporation'sfederal taxable income and loss will be included in such group'sconsolidated tax returns. Accordingly, Revlon, Inc. and ProductsCorporation entered into a new tax sharing agreement (the"Revlon Tax Sharing Agreement") pursuant towhich Products Corporation will be required to pay to Revlon, Inc.amounts equal to the taxes that Products Corporation would otherwisehave had to pay if Products Corporation were to file separate federal,state or local income tax returns, limited to the amount, and payableonly at such times, as Revlon, Inc. will be required to make paymentsto the applicable taxing authorities. The 2004 Credit Agreement doesnot prohibit payments from Products Corporation to Revlon, Inc. to theextent required under the Revlon Tax Sharing Agreement. As a result oftax net operating losses, we expect that there will be no federal taxpayments or payments in lieu of taxes by Products Corporation toRevlon, Inc. pursuant to the Revlon Tax Sharing Agreement in respect of2004.

2003 and 2004 MacAndrews & Forbes Loans

InFebruary 2003, MacAndrews & Forbes Holdings made available theMacAndrews & Forbes $100 million term loan to Products Corporation.In connection with the Revlon Exchange Transactions, MacAndrews &Forbes exchanged approximately $109.7 million of principal and accruedand capitalized interest outstanding under such loan (constituting allamounts outstanding thereunder) for 43,860,730 shares of Revlon Class ACommon Stock, upon which the loan was fully retired. (see"— Debt Reduction Transactions and RelatedAgreements — Certain Agreements Relating to the Debt ReductionTransactions — MacAndrews Support Agreement").

MacAndrews & Forbes Holdings also provided Products Corporationin February 2003 with the MacAndrews & Forbes $65 million line ofcredit. As of the closing date of the Revlon Exchange 

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Transactions, nil was outstanding under theMacAndrews & Forbes $65 million line of credit. (see"— Debt Reduction Transactions and RelatedAgreements — Certain Agreements Relating to the Debt ReductionTransactions — MacAndrews Support Agreement"). Asdescribed below, the MacAndrews & Forbes $65 million line of creditand the remaining availability under the 2004 MacAndrews & Forbes$125 million term loan (described below) were consolidated into thesingle 2004 Consolidated MacAndrews & Forbes Line of Crediteffective as of August 10, 2004.

In December 2003, Revlon,Inc.'s Board of Directors approved two loans to ProductsCorporation from MacAndrews & Forbes Holdings, the 2004 MacAndrews& Forbes Loan, to provide up to $100 million if needed, to enablethe Company to continue to implement and refine its strategic plan, andthe $25 million MacAndrews & Forbes Loan to provide an additional$25 million to be used for general corporate purposes. The 2004MacAndrews & Forbes Loan and $25 million MacAndrews & ForbesLoan were consolidated into the 2004 MacAndrews & Forbes $125million term loan. In connection with the Revlon Exchange Transactions,MacAndrews & Forbes exchanged approximately $38.9 million ofprincipal and capitalized interest outstanding under the 2004MacAndrews & Forbes $125 million term loan (constituting allamounts outstanding thereunder as of such date) for 15,579,882 sharesof Revlon Class A Common Stock (see "— DebtReduction Transactions and Related Agreements — CertainAgreements Relating to the Debt Reduction Transactions —MacAndrews Support Agreement"). As described below, theMacAndrews & Forbes $65 million line of credit and the remainingavailability under the 2004 MacAndrews & Forbes $125 million termloan were consolidated into the single 2004 Consolidated MacAndrews& Forbes Line of Credit effective as of August 10, 2004.

OnJuly 9, 2004, Products Corporation and MacAndrews & Forbes Inc.entered into an agreement, which effective as of August 10, 2004amended, restated and consolidated the facilities for the MacAndrews& Forbes $65 million line of credit and the 2004 MacAndrews &Forbes $125 million term loan (the latter as to which, after the RevlonExchange Transactions, the total term loan availability was $87million) into the single 2004 Consolidated MacAndrews & Forbes Lineof Credit with availability of $152 million. The commitment under the2004 Consolidated MacAndrews & Forbes Line of Credit reduces to $87million as of July 1, 2005 and terminates on December 1, 2005. Loansare available under the 2004 Consolidated MacAndrews & Forbes Lineof Credit if (i) the Multi-Currency Facility under ProductsCorporation's 2004 Credit Agreement has been substantially drawn(after taking into account anticipated needs for Local Loans (asdefined in the 2004 Credit Agreement) and letters of credit), (ii) suchborrowing is necessary to cause the excess borrowing base under theMulti-Currency Facility of the 2004 Credit Agreement to remain greaterthan $30 million, (iii) additional revolving loans are not availableunder the Multi-Currency Facility or (iv) such borrowing is reasonablynecessary to prevent or to cure a default or event of default under the2004 Credit Agreement. Loans under the 2004 Consolidated MacAndrews& Forbes Line of Credit bear interest (which is not payable in cashbut is capitalized quarterly in arrears) at a rate per annum equal tothe lesser of (a) 12.0% and (b) 0.25% less than the ratepayable from time to time on Eurodollar loans under the Term LoanFacility under the 2004 Credit Agreement, which on December 31, 2004was 8.0%, provided, that at any time that the Eurodollar BaseRate under the 2004 Credit Agreement is equal to or greater than3.0%, the applicable rate to loans under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit will be equal to the lesser of(x) 12.0% and (y) 5.25% over the Eurodollar Base Ratethen in effect. In connection with the 2004 Consolidated MacAndrews& Forbes Line of Credit, on July 15, 2004, Revlon, Inc., Fidelityand MacAndrews & Forbes agreed to eliminate the BorrowingLimitation.

Debt Reduction Transactions and RelatedAgreements

Debt Reduction Transactions

OnFebruary 11, 2004, Revlon, Inc.'s Board of Directors approved,and on March 25, 2004 Revlon, Inc. consummated the Revlon ExchangeTransactions, which were a series of transactions to reduce debt andstrengthen the Company's balance sheet and capital structure,comprised of the Revlon Exchange Offers, Loan Conversion Transactionsand Preferred Stock Transactions (each as defined below). Substantiallyall of the terms of the Revlon Exchange Transactions, including theexchange rates for the Revlon Exchange Offers, the Loan ConversionTransactions and the exchange of Revlon, Inc.'s Series A

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preferred stock, par value $0.01 per share(the "Revlon Series A Preferred Stock"), inthe Preferred Stock Transactions, were privately negotiated and agreedto with Fidelity. Such negotiations also encompassed the terms ofMacAndrews & Forbes' participation and back-stop obligations(as described below). The Revlon Exchange Transactionsincluded:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | **The Revlon ExchangeOffers**—Offers to exchange (the "RevlonExchange Offers") – for Products Corporation'soutstanding 8 1/8% Senior Notes and 9%Senior Notes, shares of Revlon Class A Common Stock at an exchangeratio of 400 shares of Revlon Class A Common Stock or, at the option ofthe tendering holder, cash (subject to certain limitations andproration) in an amount equal to $830 with respect to the8 1/8% Senior Notes and $800 with respect to the9% Senior Notes, for each $1,000 principal amount of8 1/8% Senior Notes and 9% Senior Notestendered for exchange; and, for Products Corporation'soutstanding 8 5/8% Senior Subordinated Notes(together with the 8 1/8% Senior Notes and the9% Senior Notes, the "ExchangeNotes"), shares of Revlon Class A Common Stock at anexchange ratio of 300 shares of Revlon Class A Common Stock or, at theoption of the tendering holder, cash (subject to certain limitationsand proration) in an amount equal to $620, for each $1,000 principalamount of 8 5/8% Senior Subordinated Notestendered for exchange (in each case, with any accrued and unpaidinterest on the Exchange Notes exchangeable for, at the option of theholder thereof, cash or shares of Revlon Class A Common Stock at anexchange ratio of 400 shares of Revlon Class A Common Stock for each$1,000 of accruedinterest). |

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

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

The Revlon Exchange Transactionsclosed on March 25, 2004 asfollows:

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

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | MacAndrews & Forbes (andin the case of (i) below, other entities related to it) exchanged, (i)in the Revlon Exchange Offers an aggregate of approximately $287.7million aggregate principal amount (together with accrued and unpaidinterest thereon) of Products Corporation's Exchange Notes (aspart of the total of approximately $631.2 million aggregate principalamount of Exchange Notes exchanged in the Revlon Exchange Offers),comprising approximately $1.0 million and $286.7 million aggregateprincipal amount of Products Corporation's 9% Senior Notesand 8 5/8% Senior Subordinated Notes,respectively, in exchange for an aggregate of |

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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 87,914,170 shares of Revlon Class A CommonStock (including shares issued in respect of accrued interest on suchnotes); (ii) in the Loan Conversion Transactions an aggregate ofapproximately $172.7 million (including principal and accrued interest)outstanding under the Conversion Loans in exchange for an aggregate of66,666,788 shares of Revlon Class A Common Stock, comprisingapproximately $109.7 million outstanding under the MacAndrews &Forbes $100 million term loan in exchange for 43,860,730 shares ofRevlon Class A Common Stock, $38.9 million outstanding under the 2004MacAndrews & Forbes $125 million term loan in exchange for15,579,882 shares of Revlon Class A Common Stock, and $24.1 millionoutstanding under the MacAndrews Advance in exchange for 7,226,176shares of Revlon Class A Common Stock; and (iii) in the Preferred StockTransactions all 546 shares of outstanding Series A Preferred Stock for8,736,000 shares of Revlon Class A Common Stock and converted all 4,333shares of Series B Preferred Stock into 433,333 shares of Revlon ClassA Common Stock. Revlon, Inc. issued an aggregate of 163,750,291 sharesof Revlon Class A Common Stock to MacAndrews & Forbes and otherentities related to it in the Revlon Exchange Transactions. As ofDecember 31, 2004, MacAndrews & Forbes beneficially owned191,246,058 shares of Revlon Class A Common Stock and 31,250,000 sharesof Revlon Class B Common Stock, or approximately 59.9% of theoutstanding shares of Revlon Common Stock (see "Part III,Item  12.   Security Ownership of Certain Beneficial OwnersandManagement"). |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Accountsand funds managed by Fidelity exchanged in the Revlon Exchange Offersapproximately $195.7 million aggregate principal amount (together withaccrued and unpaid interest thereon) of Exchange Notes (as part of thetotal of approximately $631.2 million aggregate principal amount ofExchange Notes exchanged in the Revlon Exchange Offers), in exchangefor 76,873,304 shares of Revlon Class A Common Stock. Included in the$195.7 million aggregate principal amount of Exchange Notes were theFidelity Initial Notes (as hereinafter defined) (having an aggregateprincipal amount of approximately $155.1 million) tendered pursuant tothe Fidelity Support Agreement and an additional $40.6 millionaggregate principal amount of Exchange Notes, comprising, in theaggregate, approximately $77.8 million, $85.9 million and $32.1 millionaggregate principal amount of 8 1/8% SeniorNotes, 9% Senior Notes and 8 5/8% SeniorSubordinated Notes, respectively. As of December 31, 2004, funds andaccounts managed by FMR Corp. (of which Fidelity is a wholly-ownedsubsidiary) beneficially held approximately 61.4 million shares ofRevlon Class A Common Stock (representing approximately 16.6% ofthe outstanding shares of Revlon Common Stock and approximately9.4% of the combined voting power of the Revlon Common Stock asof such date). |

Certain Agreements Relating to the DebtReduction Transactions

    Guaranty of the ExchangeNotes

In connection with the Revlon Exchange Transactions,Revlon, Inc. entered into supplemental indentures pursuant to which itagreed to guarantee the obligations of Products Corporation under theindentures governing the Exchange Notes. The guarantee is subordinatedin right of payment to Revlon, Inc.'s guarantee of ProductsCorporation's obligations under the 2004 Credit Agreement.

    Fidelity Support Agreement

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

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

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|              |                                                                                                                                                                                                             |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | elect toreceive either cash or shares of Revlon Class A Common Stock inexchange for accrued and unpaid interest (at the applicable rate) onany Exchange Notes tendered by it in the Revlon Exchange Offers. |

Pursuant to the Fidelity Support Agreement, Revlon, Inc. agreed withFidelity, among other things, not to permit Products Corporation tohave outstanding aggregate borrowings, at any time following the closeof the Revlon Exchange Offers and until the termination of theStockholders Agreement (as described below), under the MacAndrews &Forbes $65 million line of credit and the 2004 MacAndrews & Forbes$125 million term loan in excess of approximately $86.7 million (the"Borrowing Limitation"). The BorrowingLimitation was eliminated in July 2004, as described below.

Pursuant to the Fidelity Support Agreement, as a condition to theexchange of Exchange Notes in the Revlon Exchange Offers and effectiveupon the March 25, 2004 closing of the Revlon Exchange Offers, twodirectors nominated by Fidelity (Messrs. Paul J. Bohan and Kenneth L.Wolfe) were appointed to Revlon, Inc.'s Board of Directors. Inaddition, in accordance with the terms of the Fidelity SupportAgreement, Mr. Bohan was appointed to Revlon, Inc.'s AuditCommittee and Mr. Wolfe was appointed to Revlon, Inc.'sCompensation Committee and Nominating Committee. Fidelity has nofurther rights to designate members to Revlon, Inc.'s Board ofDirectors. The Fidelity Support Agreement terminated upon theconsummation of the Revlon Exchange Transactions on March 25, 2004.

    MacAndrews Support Agreement

In connection with theRevlon Exchange Transactions, Revlon, Inc. entered into a separateagreement with MacAndrews & Forbes (as amended, the"MacAndrews Support Agreement"), pursuant towhich MacAndrews & Forbes agreed to, among otherthings:

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

|              |                                                                                                                                                                                        |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | elect to receive shares ofRevlon Class A Common Stock in exchange for accrued and unpaid interest(at the applicable rate) on any Exchange Notes tendered in the RevlonExchange Offers; |

|              |                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | upon the closing ofthe Revlon Exchange Offers, exchange all amounts outstanding (includingaccrued and unpaid interest) as of the date of such closing under theConversion Loans for shares of Revlon Class A Common Stock in the LoanConversion Transactions; and |

|              |                                                                                                                                                                                                                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | upon theclosing of the Revlon Exchange Offers, exchange all 546 shares ofoutstanding Series A Preferred Stock held by it for shares of RevlonClass A Common Stock and convert all 4,333 shares of outstanding SeriesB Preferred Stock held by it into shares of Revlon Class A Common Stockin the Preferred Stock Transactions. |

The MacAndrews SupportAgreement terminated upon consummation of the Revlon ExchangeTransactions on March 25, 2004.

    2004 InvestmentAgreement

In furtherance of the Fidelity Support Agreement andthe MacAndrews Support Agreement, on February 20, 2004, Revlon, Inc.entered into an investment agreement with MacAndrews & Forbes,which was amended in March 2004 and March 2005 (as amended, the"2004 Investment Agreement"). Pursuant to the2004 Investment Agreement, MacAndrews & Forbes committed toundertake certain transactions with Revlon, Inc. that enabled, and willenable, the reduction of Product Corporation's indebtedness by anaggregate of $300 million between the date of the agreement and March31, 2006, of which $109.7 million remained to be achieved as ofDecember 31, 2004. (See "RecentDevelopments").

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Agreements Relating to the RevlonExchange Offers.    To the extent that a minimum of $150 millionaggregate principal amount of Exchange Notes (other than the NegotiatedTransaction Notes) had not been tendered in the Revlon Exchange Offers,MacAndrews & Forbes agreed to back-stop the Revlon Exchange Offersby subscribing for additional shares of Revlon Class A Common Stock, ata purchase price of $2.50 per share, to the extent of any suchshortfall. Because approximately $190.3 million aggregate principalamount of Exchange Notes in excess of the Negotiated Transaction Noteswas tendered in the Revlon Exchange Offers, MacAndrews & Forbes wasnot required to back-stop the Revlon Exchange Offers.

FirstRights Offering.    In the event that MacAndrews & Forbes hadpurchased Revlon Class A Common Stock for cash as part of the RevlonExchange Offers in any of the circumstances described above, Revlon,Inc. agreed to consummate a rights offering as soon as reasonablypracticable after the closing of the Revlon Exchange Offers in order toprovide the other pre-Exchange Transaction stockholders the pro rataopportunity to subscribe for shares of Revlon Class A Common Stock atthe same $2.50 per share subscription price. Because MacAndrews &Forbes did not purchase Revlon Class A Common Stock for cash inconnection with the Revlon Exchange Offers as described above, Revlon,Inc. did not conduct this first rights offering.

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

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

Third Stage EquityOfferings.    As the last step in the debt reductiontransactions, and in order to reach an aggregate of $300 million offurther debt reduction (inclusive of the debt reduction describedabove), Revlon, Inc. agreed to consummate further equity offerings insuch amounts necessary to meet the $300 million aggregate debtreduction target by March 31, 2006. For these purposes, $300 million offurther debt reduction is measured by adding the aggregate principalamount of Exchange Notes tendered in the Revlon Exchange Offers (otherthan the Negotiated Transaction Notes), the amount of any cashcontributed by MacAndrews & Forbes (other than to provide the cashconsideration for the Revlon Exchange Offers) and the proceeds of thefirst and the second rights offerings described above. Pursuant to theMarch 2004 Amendments, these third stage equity offerings will be at aminimum aggregate offering amount of $109.7 million, representing theamount necessary to meet the $300 million aggregate debt reductiontarget by March 31, 2006. MacAndrews & Forbes has agreed toback-stop up to $109.7 million in these additional equity offerings,thereby ensuring that the $300 million aggregate debt reduction targetwill be fully met. In March 2005, Revlon, Inc. and MacAndrews &Forbes Holdings amended MacAndrews & Forbes Holdings'obligation under the 2004 Investment Agreement to back-stop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatthe 8 1/8% Senior Notes have not been refinanced

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as of such date and Revlon, Inc. conducts anequity offering to affect such refinancing. The net cash proceeds, ifany, received by Revlon, Inc. in the additional equity offerings willbe transferred to Products Corporation to be used to reduce outstandingindebtedness (other than revolving indebtedness unless there is acorresponding commitment reduction). The terms of any such equityofferings, if necessary, will be set by the Board of Directors ofRevlon, Inc. and publicly announced at the appropriate times. (See"Recent Developments").

MacAndrews& Forbes' obligations to acquire capital stock pursuant tothe 2004 Investment Agreement are subject to customary conditions. The2004 Investment Agreement cannot be amended or waived without the priorwritten consent of Fidelity.

Voting and OtherSupport.    In addition, MacAndrews & Forbes agreed to useits commercially reasonable efforts and take, or cause to be taken, allcommercially reasonable actions in order to facilitate the DebtReduction Transactions. MacAndrews & Forbes also agreed to vote allof its shares of voting stock in favor of, or consent to, the DebtReduction Transactions.

    Stockholders Agreement

Also in furtherance of the Fidelity Support Agreement, on February20, 2004, Revlon, Inc. entered into the Stockholders Agreement withFidelity pursuant to which, among other things, Revlon, Inc. agreed (i)to continue to maintain a majority of independent directors (as definedby NYSE listing standards) on the Board of Directors, as it currentlydoes; (ii) to establish and maintain a nominating and corporategovernance committee of the Board of Directors (which was formed inMarch 2004); and (iii) to certain restrictions with respect to Revlon,Inc.'s conducting any business or entering into any transactionsor series of related transactions with any of its affiliates, anyholders of 10% or more of the outstanding voting stock or anyaffiliates of such holders (in each case, other than its subsidiaries,including Products Corporation). The Stockholders Agreement providesthat any directors nominated by Fidelity in accordance with theFidelity Support Agreement shall be deemed to be independent forpurposes of the Stockholders Agreement; nonetheless, Revlon,Inc.'s Board of Directors has determined that each of Messrs.Bohan and Wolfe (the directors nominated by Fidelity pursuant to theFidelity Support Agreement) qualifies as independent within the meaningof Section 303A.02 of the NYSE Listed Company Manual and under Revlon,Inc.'s Board Guidelines for Assessing Director Independence and,with respect to Mr. Bohan, under Section 303A.06 of the NYSE ListedCompany Manual. The Stockholders Agreement will terminate at such timeas Fidelity ceases to be the beneficial holder of at least 5% ofRevlon, Inc.'s outstanding voting stock.

Other

Pursuant to a lease dated April 2, 1993 (the "EdisonLease"), Revlon Holdings leased to Products Corporationthe Edison research and development facility for a term of up to 10years with an annual rent of $1.4 million and certain shared operatingexpenses payable by Products Corporation which, together with theannual rent, were not to exceed $2.0 million per year. In August 1998,Revlon Holdings sold the Edison facility to an unrelated third party,which assumed substantially all liability for environmental claims andcompliance costs relating to the Edison facility, and in connectionwith the sale Products Corporation terminated the Edison Lease andentered into a new lease with the new owner. Revlon Holdings agreed toindemnify Products Corporation through September 1, 2013 (the term ofthe new lease) to the extent that rent under the new lease exceeds rentthat would have been payable under the terminated Edison Lease had itnot been terminated. The net amount reimbursed by Revlon Holdings toProducts Corporation with respect to the Edison facility for 2004 was$0.3 million.

During 2004, Products Corporation leased a smallamount of space at certain facilities to MacAndrews & Forbes or itsaffiliates pursuant to occupancy agreements and leases, including spaceat Products Corporation's New York headquarters. The rent paid byMacAndrews & Forbes or its affiliates to Products Corporation for2004 was $0.3 million.

The 2004 Credit Agreement is, and priorto the redemption of all Product Corporation's outstanding12% Senior Secured Notes on August 23, 2004, the 12%Senior Secured Notes were, supported by, among 

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

In March 2002, prior to the passage of theSarbanes-Oxley Act of 2002, Products Corporation made an advance of$1.8 million to Mr. Stahl pursuant to his employment agreement, whichwas entered into in February 2002, for tax assistance related to agrant of restricted stock provided to Mr. Stahl pursuant to suchagreement, which loan bears interest at the applicable federal rate. InMay 2002, prior to the passage of the Sarbanes-Oxley Act of 2002,Products Corporation made an advance of $2.0 million to Mr. Stahlpursuant to his employment agreement in connection with the purchase ofhis principal residence in the New York City metropolitan area, whichloan bears interest at the applicable federal rate. Mr. Stahl repaid$135,968 of such loan during 2004. Pursuant to his employmentagreement, Mr. Stahl receives from Products Corporation additionalcompensation payable on a monthly basis equal to the amount actuallypaid by him in respect of interest and principal on such $2.0 millionadvance, which for 2004 was $135,968. Products Corporation also paysMr. Stahl a gross up for any taxes payable by Mr. Stahl as a result ofsuch additional compensation, which tax gross up amount was $69,650 in2004.

During 2000, prior to the passage of the Sarbanes-OxleyAct of 2002, Products Corporation made the 2000 Loan to Mr. Greeff, anadvance of $0.8 million, pursuant to his employment agreement. The 2000Loan bears interest at the applicable federal rate and was payable in 5equal annual installments on each of May 9, 2001, 2002, 2003, 2004, andon May 9, 2005. Mr. Greeff repaid $0.2 million of the 2000 Loan during2004 and made other scheduled repayments during each of 2001, 2002 and2003. Pursuant to his employment agreement, Mr. Greeff was entitled toreceive bonuses from Products Corporation, payable on each May9th commencing on May 9, 2001 and ending on May 9, 2005, ineach case equal to the sum of the principal and interest on the advancerepaid in respect of such year by Mr. Greeff, provided that he remainedemployed by Products Corporation on each such May 9th. Abonus installment of $0.2 million was paid by Products Corporation toMr. Greeff in May 2004. Pursuant to the terms of the Greeff SeparationAgreement, as a result of the fact that Mr. Greeff ceased employment inFebruary 2005, Mr. Greeff is scheduled to repay the remaining amount ofthe 2000 Loan by May 9, 2005 and Products Corporation is expected topay the final bonus installment to Mr. Greeff on or about May 9,2005.

During 2004, Products Corporation made payments of $0.4million to Ms. Ellen Barkin (spouse of Mr. Perelman) under a writtenagreement pursuant to which she provides voiceover services for certainof the Company's advertisements, which payments were competitivewith industry rates for similarly situated talent.

ProductsCorporation employed Mr. Perelman's daughter in a marketingposition through June 2004, with compensation paid for that period of2004 of less than $60,000.

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

During 2004, Products Corporation paid $1.0 million toa nationally-recognized security services company, in which MacAndrews& Forbes has a controlling interest, for security officer services.Products Corporation's decision to engage such firm was basedupon its expertise in the field of security services, and the rateswere competitive with industry rates for similarly situated securityfirms.

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Item 14.    Principal Accountant Feesand Services

AUDIT FEES

Revlon, Inc.'s AuditCommittee adopted an Audit Committee Pre-Approval Policy forpre-approving all permissible audit and non-audit services performed byKPMG after the final SEC rules became effective on May 6, 2003. InNovember 2004, Revlon, Inc.'s Audit Committee approved the AuditCommittee Pre-Approval Policy for 2005. The Board of Directors ofRevlon, Inc., which owns 100% of the Company's commonstock, maintains an Audit Committee in accordance with applicable SECrules and the NYSE's listing standards. In accordance with thecharter of Revlon, Inc.'s Audit Committee, which is available atwww.revloninc.com, Revlon, Inc.'s Audit Committee is directlyresponsible for the appointment, compensation, retention and oversightof the work of Revlon, Inc.'s and Products Corporation'sindependent auditors for the purpose of preparing and issuing its auditreport or performing other audit, review or attest services for Revlon,Inc. and Products Corporation. The independent auditors report directlyto Revlon, Inc.'s Audit Committee and Revlon, Inc.'s AuditCommittee is directly responsible for reviewing in advance, andgranting any appropriate pre-approvals of, (a) all auditing services tobe provided by the independent auditor and (b) all non-audit servicesto be provided by the independent auditor (as permitted by the ExchangeAct), and in connection therewith to approve all fees and other termsof engagement, as required by the applicable rules of the Exchange Actand subject to the exemptions provided for in such rules. To carry outsuch pre-approval responsibilities, Revlon, Inc.'s AuditCommittee adopted an Audit Committee Pre-Approval Policy forpre-approving all permissible audit and non-audit services performed byKPMG after the final rules became effective on May 6, 2003 coveringservices performed by KPMG during 2003. In February 2004, Revlon,Inc.'s Audit Committee approved an updated Pre-Approval Policyfor services to be performed by KPMG during 2004 and updated again inNovember  2004 with respect to such services to be performed byKPMG in 2005.

The aggregate fees billed for professionalservices by KPMG in 2003 and 2004 for these various services were (inmillions):

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

|  |
|--|
|  |  |
|  |

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

|     |                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------|
| (b) | Includes $0.2and $0.1 with respect to tax preparation and compliance fees in 2004and 2003, respectively. |

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

During 2004, Revlon, Inc.'s Audit Committee specificallypre-approved the services performed by KPMG in connection with (i)Revlon, Inc.'s and Products Corporation's 2004 audits and(ii) the Debt 

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Reduction Transactions in 2004. During 2003,Revlon, Inc.'s Audit Committee specifically pre-approved theservices performed by KPMG in connection with (i) Revlon, Inc.'sand Products Corporation's 2003 audit and (ii) Revlon,Inc.'s 2003 Rights Offering. All of the other services performedby KPMG for Revlon, Inc. and Products Corporation during 2004 and 2003from and after May 6, 2003 (the effective date of the applicable finalSEC rules) were either expressly pre-approved by Revlon, Inc.'sAudit Committee or were pre-approved in accordance with Revlon,Inc.'s Audit Committee's Pre-Approval Policy and Revlon,Inc.'s Audit Committee was provided with quarterly updates as tothe nature of such services and fees paid for such services.

Website Availability of Reports and Other Corporate GovernanceInformation

In January 2004, Revlon, Inc., which owns100% of the Company's common stock, adopted acomprehensive corporate governance program, including CorporateGovernance Guidelines for Revlon, Inc.'s Board of Directors,Revlon, Inc.'s Board Guidelines for Assessing DirectorIndependence and new charters for Revlon, Inc.'s Audit andCompensation and Stock Plan Committees. Revlon, Inc. maintains acorporate investor relations website, www.revloninc.com, where itsstockholders and other interested persons may review, without charge,among other things, Revlon, Inc.'s corporate governance materialsand certain SEC filings (such as Revlon, Inc.'s annual reports onForm 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,proxy statements, annual reports, Section 16 reports reflecting certainchanges in the stock ownership of Revlon, Inc.'s directors andSection 16 executive officers, and certain other documents filed withthe Commission), each of which are generally available on such site onthe same business day as the filing date with the Commission. Inaddition, under the section of the website entitled,"Corporate Governance," Revlon, Inc. poststhe latest versions of its Corporate Governance Guidelines, BoardGuidelines for Assessing Director Independence, charters for Revlon,Inc.'s Audit Committee, Nominating and Corporate GovernanceCommittee and Compensation and Stock Plan Committee, as well as Revlon,Inc.'s and the Company's Code of Business Conduct, whichincludes Revlon, Inc.'s and the Company's Code of Ethicsfor Senior Financial Officers, each of which the Company will providein print, without charge, upon written request to Robert K. Kretzman,Executive Vice President and Chief Legal Officer, Revlon, Inc., 237Park Avenue, New York, NY 10017.

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PART IV

|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Item15. |  | Exhibits and Financial StatementSchedules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)     |  | List of documents filed aspart of this Report                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |  | (1) ConsolidatedFinancial Statements and Independent Auditors' Report includedherein:See Index on page F-1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |  | (2)Financial Statement Schedule: See Index on page F-1.All otherschedules are omitted as they are inapplicable or the requiredinformation is furnished in the Consolidated Financial Statements ofthe Company or the Notes thereto.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |  | (3) ListofExhibits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.      |  | Certificateof Incorporation andBy-laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1     |  | Restated Certificate ofIncorporation of Products Corporation dated May 13, 2004 (incorporatedby reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q ofProducts Corporation for the quarter ended March 31, 2004 filed withthe Commission on May 17, 2004).                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.2     |  | Amendedand Restated By-Laws of Products Corporation dated June 5, 2002(incorporated by reference to Exhibit 3.3 to the Products CorporationQuarterly Report on Form 10-Q for the quarter ended June 30, 2002 filedwith the Commission on August 14,2002).                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.      |  | InstrumentsDefining the Rights of Security Holders, IncludingIndentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1     |  | Credit Agreement, datedas of July 9, 2004, among Products Corporation and certain localborrowing subsidiaries, as borrowers, the lenders and issuing lendersparty thereto, Citicorp USA, Inc., as term loan administrative agent,Citicorp USA, Inc. as multi-currency administrative agent, CiticorpUSA, Inc., as collateral agent, UBS Securities LLC, as syndicationagent, and Citigroup Global Markets Inc., as sole lead arranger andsole bookrunner (incorporated by reference to Exhibit 4.34 to theCurrent Report on Form 8-K of Products Corporation filed with theCommission on July 13, 2004 (the "Products CorporationJuly 13, 2004 Form8-K")). |
| 4.2     |  | Pledge and SecurityAgreement, dated as of July 9, 2004, among Revlon, Inc., ProductsCorporation and the additional grantors party thereto, in favor ofCiticorp USA, Inc., as collateral agent for the secured parties(incorporated by reference to Exhibit 4.35 to the Products CorporationJuly 13, 2004 Form 8-K).                                                                                                                                                                                                                                                                                                                                        |
| 4.3     |  | Intercreditorand Collateral Agency Agreement, dated as of July 9, 2004, amongCiticorp USA, Inc., as administrative agent for the multi-currencylenders and issuing lenders, Citicorp USA, Inc., as administrativeagent for the term loan lenders, Citicorp USA, Inc., as collateralagent for the secured parties, Revlon, Inc., Products Corporation andeach other loan party (incorporated by reference to Exhibit 4.36 to theProducts Corporation July 13, 2004 Form8-K).                                                                                                                                                                                |
| 4.4     |  | Indenture, dated as of February 1,1998, between Revlon Escrow Corp. ("RevlonEscrow") and U.S. Bank Trust National Association(formerly known as First Trust National Association), as trustee,relating to the 8 1/8% Senior Notes due 2006 (asamended, the "8 1/8% Senior NotesIndenture") (incorporated by reference to Exhibit 4.1 toAmendment No. 1 to the Registration Statement on Form S-1 of ProductsCorporation filed with the Commission on April 3, 1998, File No.333-47875 (the "Products Corporation April 1998 Form S-1Amendment")).                                                                                                          |
|         |

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |  |
|-------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 4.5   |  | First SupplementalIndenture, dated April 1, 1998, among Products Corporation, RevlonEscrow, and U.S. Bank Trust National Association, as trustee, amendingthe 8 1/8% Senior Notes Indenture (incorporatedby reference to Exhibit 4.2 to the Products Corporation April 1998 FormS-1 Amendment).                                                                                                                                                                     |
| 4.6   |  | Second SupplementalIndenture, dated as of February 11, 2004, among Products Corporation,U.S. Bank Trust National Association, as trustee, and Revlon, Inc., asguarantor, amending the 8 1/8% Senior NotesIndenture (incorporated by reference to Exhibit 4.29 to the CurrentReport on Form 8-K of Revlon, Inc. filed with the Commission onFebruary 12, 2004 (the "Revlon, Inc. February 12, 2004Form 8-K")).                                                       |
| 4.7   |  | Indenture,dated as of February 1, 1998, between Revlon Escrow and U.S. Bank TrustNational Association, as trustee, relating to the8 5/8% Senior Subordinated Notes due 2008 (asamended, the "8 5/8% SeniorSubordinated Notes Indenture") (incorporated by referenceto Exhibit 4.3 to the Registration Statement on Form S-1 of ProductsCorporation filed with the Commission on March 12, 1998, File No.333-47875 (the "Products Corporation March 1998 FormS-1")). |
| 4.8   |  | First SupplementalIndenture, dated March 4, 1998, among Products Corporation, RevlonEscrow, and U.S. Bank Trust National Association, as trustee, amendingthe 8 5/8% Senior Subordinated Notes Indenture(incorporated by reference to Exhibit 4.4 to the Products CorporationMarch 1998 Form S-1).                                                                                                                                                                  |
| 4.9   |  | SecondSupplemental Indenture, dated as of February 11, 2004, among ProductsCorporation, U.S. Bank Trust National Association, as trustee, andRevlon, Inc., as guarantor, amending the 8 5/8%Senior Subordinated Notes Indenture (incorporated by reference toExhibit 4.31 of the Revlon, Inc. February 12, 2004 Form8-K).                                                                                                                                           |
| 4.10  |  | Indenture, dated as of November6, 1998, between Products Corporation and U.S. Bank Trust NationalAssociation, as trustee, relating to Products Corporation's9% Senior Notes due 2006 (as amended, the"9% Senior Notes Indenture")(incorporated by reference to Exhibit 4.13 to the Quarterly Report onForm 10-Q of Revlon, Inc. for the quarter ended September 30, 1998filed with the Commission on November 16,1998).                                             |
| 4.11  |  | First Supplemental Indenture,dated as of February 11, 2004, among Products Corporation, U.S. BankTrust National Association, as trustee, and Revlon, Inc., as guarantor,amending the 9% Senior Notes Indenture (incorporated byreference to Exhibit 4.30 of the Revlon, Inc. February 12, 2004 Form8-K).                                                                                                                                                            |
| *4.12 |  | Indenture, dated as of March 16,2005, between Products Corporation and U.S. Bank National Association,as trustee, relating to Products Corporation's91⁄2% Senior Notes due2011.                                                                                                                                                                                                                                                                                |
| *4.13 |  | Registration Agreement, dated asof March 16, 2005, between Products Corporation and Citigroup GlobalMarkets Inc., as representative for the Initial Purchasers namedtherein.                                                                                                                                                                                                                                                                                        |
| 10.   |  | MaterialContracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1  |  | Tax Sharing Agreement,dated as of June 24, 1992, among MacAndrews & Forbes Holdings,Revlon, Inc., Products Corporation and certain subsidiaries of ProductsCorporation, as amended and restated as of January 1, 2001(incorporated by reference to Exhibit 10.2 to the Annual Report on Form10-K of Products Corporation for the fiscal year ended December 31,2001 filed with the Commission on February 25, 2002 (the"Products Corporation 2001 Form10-K")).  |
| 10.2  |  | Tax SharingAgreement, 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 the Quarterly Report onForm 10-Q of Products Corporation for the quarter ended March 31, 2004filed with the Commission on May 17, 2004).                                                                                                                            |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|-------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.3  |  | Employment Agreement,dated as of February 17, 2002, between Products Corporation and Jack L.Stahl (the "Stahl Employment Agreement")(incorporated by reference to Exhibit 10.17 to the Quarterly Report onForm 10-Q of Revlon, Inc. for the quarter ended March 31, 2002 filedwith the Commission on May 15,2002).                                                              |
| 10.4  |  | First Amendment to the StahlEmployment Agreement, effective as of December 17, 2004 (incorporatedby reference to Exhibit 10.35 to the Current Report on Form 8-K ofRevlon, Inc. filed with the Commission on December 22, 2004 (the"Revlon, Inc. December 22, 2004 Form8-K")).                                                                                                  |
| 10.5  |  | EmploymentAgreement, dated as of August 18, 2003, between Products Corporationand Thomas E. McGuire (the "McGuire EmploymentAgreement") (incorporated by reference to Exhibit 10.5 tothe Quarterly Report on Form 10-Q of Revlon, Inc. for the quarter endedSeptember 30, 2003 filed with the Commission on November 14, 2003 (the"Revlon, Inc. 2003 Third Quarter Form10-Q")). |
| 10.6  |  | Amendment toMcGuire Employment Agreement, dated as of December 17, 2004(incorporated by reference to Exhibit 10.36 to the Revlon, Inc.December 22, 2004 Form 8-K).                                                                                                                                                                                                              |
| 10.7  |  | EmploymentAgreement, amended and restated as of May 9, 2000, between ProductsCorporation and Douglas H. Greeff (as amended, the "GreeffEmployment Agreement") (incorporated by reference toExhibit 10.22 to the Quarterly Report on Form 10-Q of Revlon, Inc. forthe quarter ended June 30, 2000 filed with the Commission on August 14,2000).                                  |
| 10.8  |  | Amendment, dated as of June 18,2001, to the Greeff Employment Agreement (incorporated by reference toExhibit 10.6 to the Products Corporation 2001 Form10-K).                                                                                                                                                                                                                   |
| 10.9  |  | Amendment, dated as of August18, 2003, to the Greeff Employment Agreement (incorporated by referenceto Exhibit 10.8 to the Revlon, Inc. 2003 Third Quarter Form10-Q).                                                                                                                                                                                                           |
| 10.10 |  | Employment Agreement, dated asof November 1, 2002, between Products Corporation and Robert K.Kretzman (incorporated by reference to Exhibit 10.10 to the AnnualReport on Form 10-K of Revlon, Inc. for the year ended December 31,2004 filed with the Commission on March 9, 2005) (the"Revlon, Inc. 2004 Form10-K")).                                                          |
| 10.11 |  | Amended andRestated Revlon, Inc. Stock Plan (as amended the "StockPlan") (incorporated by reference to Exhibit 4.1 to theRegistration Statement on Form S-8 of Revlon, Inc. filed with theCommission on June 4, 2004, File No.333-116160).                                                                                                                                      |
| 10.12 |  | Current form ofNonqualified Stock Option Agreement under the Stock Plan (incorporatedby reference to Exhibit 10.12 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                                                                                                          |
| 10.13 |  | Current form of RestrictedStock Agreement under the Stock Plan (incorporated by reference toExhibit 10.13 to the Revlon, Inc. 2004 Form10-K).                                                                                                                                                                                                                                   |
| 10.14 |  | Revlon, Inc. 2002 SupplementalStock Plan (incorporated by reference to Exhibit 4.1 to theRegistration Statement on Form S-8 of Revlon, Inc. filed with theCommission on June 24, 2002, File No.333-91040).                                                                                                                                                                      |
| 10.15 |  | Revlon Executive BonusPlan (Amended and Restated as of September 1, 2002) (incorporated byreference to Exhibit 10.8 to the Annual Report on Form 10-K of Revlon,Inc. for the year ended December 31, 2002 filed with the Commission onMarch 21, 2003 (the "Revlon, Inc. 2002 Form10-K")).                                                                                       |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.16 |  | Amended and RestatedRevlon Pension Equalization Plan, amended and restated as of December14, 1998 (incorporated by reference to Exhibit 10.15 to the AnnualReport on Form 10-K of Revlon, Inc. for year ended December 31, 1998filed with the Commission on March 3,1999).                                            |
| 10.17 |  | Executive Supplemental MedicalExpense Plan Summary, dated July 2000 (incorporated by reference toExhibit 10.10 to the Revlon, Inc. 2002 Form10-K).                                                                                                                                                                    |
| 10.18 |  | Benefit Plans AssumptionAgreement, dated as of July 1, 1992, by and among Revlon Holdings,Revlon, Inc. and Products Corporation (incorporated by reference toExhibit 10.25 to the Annual Report on Form 10-K for the year endedDecember 31, 1992 of Products Corporation filed with the Commission onMarch 12, 1993). |
| 10.19 |  | Revlon ExecutiveSeverance Policy, as amended July 1, 2002 (incorporated by reference toExhibit 10.13 to the Revlon, Inc. 2002 Form10-K).                                                                                                                                                                              |
| 10.20 |  | Support Agreement, dated as ofFebruary 11, 2004, between Revlon, Inc. and MacAndrews & ForbesHoldings (as amended, the "MacAndrews SupportAgreement") (incorporated by reference to Exhibit 10.23 tothe Revlon, Inc. February 12, 2004 Form8-K).                                                                  |
| 10.21 |  | Amendment, dated as of February20, 2004, to the MacAndrews Support Agreement (incorporated byreference to Exhibit 10.27 to the Current Report on Form 8-K of Revlon,Inc. filed with the Commission on February 23, 2004 (the"Revlon, Inc. February 23, 2004 Form8-K")).                                               |
| 10.22 |  | Amendment, datedas of March 24, 2004, to the MacAndrews Support Agreement (incorporatedby reference to Exhibit 10.31 to the Current Report on Form 8-K ofRevlon, Inc. filed with the Commission on March 26, 2004 (the"Revlon, Inc. March 26, 2004 Form8-K")).                                                        |
| 10.23 |  | SupportAgreement, dated as of February 11, 2004, between Revlon, Inc. andFidelity (as amended, the "Fidelity SupportAgreement") (incorporated by reference to Exhibit 10.24 ofRevlon, Inc. February 12, 2004 Form8-K).                                                                                                |
| 10.24 |  | Amendment, dated as of February20, 2004, to the Fidelity Support Agreement (incorporated by referenceto Exhibit 10.28 to the Revlon, Inc. February 23, 2004 Form8-K).                                                                                                                                                 |
| 10.25 |  | Amendment, dated as of March 24,2004, to the Fidelity Support Agreement (incorporated by reference toExhibit 10.32 to the Revlon, Inc. March 26, 2004 Form8-K).                                                                                                                                                       |
| 10.26 |  | 2004 Senior Unsecured Line ofCredit Agreement , dated as of July 9, 2004, between ProductsCorporation and MacAndrews & Forbes (incorporated by reference toExhibit 10.34 to the Quarterly Report on Form 10-Q of Revlon, Inc. forthe quarter ended June 30, 2004 filed with the Commission on August 16,2004).    |
| 10.27 |  | Stockholders Agreement, datedas of February 20, 2004, by and between Revlon, Inc. and Fidelity(incorporated by reference to Exhibit 10.29 to the Revlon, Inc.February 23, 2004 Form8-K).                                                                                                                              |
| 10.28 |  | Investment Agreement, dated asof February 5, 2003, among Revlon, Inc., Products Corporation andMacAndrews & Forbes Holdings (incorporated by reference to Exhibit2.1 to the Current Report on Form 8-K of Products Corporation filedwith the Commission on February 5,2003).                                      |
| 10.29 |  | Investment Agreement, dated asof February 20, 2004, by and between Revlon, Inc. and MacAndrews &Forbes Holdings (as amended, the "2004 InvestmentAgreement") (incorporated by reference to Exhibit 10.30 ofthe Revlon, Inc. February 23, 2004 Form8-K).                                                           |
| 10.30 |  | Amendment, dated as of March 24,2004, to the 2004 Investment Agreement (incorporated by reference toExhibit 10.33 to the Revlon, Inc. March 26, 2004 Form8-K).                                                                                                                                                        |
|       |

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|                         |  |                                                                                                                                                                                                                                                                                     |  |  |  |  |
|-------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.31                   |  | Second Amendment,dated as of March 7, 2005, to the 2004 Investment Agreement(incorporated by reference to Exhibit 10.31 to the Revlon, Inc. 2004Form 10-K).                                                                                                                         |
| *10.32                  |  | Form of PurchaseAgreement between Products Corporation and the Initial Purchasers namedtherein.                                                                                                                                                                                     |
| 21.                     |  | Subsidiaries.                                                                                                                                                                                                                                                                       |
| 21.1                    |  | Subsidiariesof Revlon Consumer Products Corporation (incorporated by reference toExhibit 21.1 to the Annual Report on Form 10-K of Products Corporationfor the year ended December 31, 2004 filed with the Commission on March10, 2004 (the "Products Corporation 2004 Form10-K")). |
| 24.                     |  | Powers ofAttorney.                                                                                                                                                                                                                                                                  |
| 24.1                    |  | Power of Attorneyexecuted by Ronald O. Perelman (incorporated by reference to Exhibit24.1 to the Products Corporation 2004 Form 10-K).                                                                                                                                              |
| 24.2                    |  | Power of Attorney executed by Alan S. Berkinow(incorporated by reference to Exhibit 24.2 to the Products Corporation2004 Form 10-K).                                                                                                                                                |
| 24.3                    |  | Power of Attorneyexecuted by Donald G. Drapkin (incorporated by reference to Exhibit24.3 to the Products Corporation 2004 Form 10-K).                                                                                                                                               |
| 24.4                    |  | Power of Attorney executed by Edward J. Landau(incorporated by reference to Exhibit 24.4 to the Products Corporation2004 Form 10-K).                                                                                                                                                |
| 24.5                    |  | Power of Attorneyexecuted by Barry F. Schwartz (incorporated by reference to Exhibit24.5 to the Products Corporation 2004 Form 10-K).                                                                                                                                               |
| *31.1                   |  | Certification of Jack L. Stahl, Chief ExecutiveOfficer, dated April 12, 2005, pursuant to Rule 13a-14(a)/15d-14(a) ofthe Exchange Act.                                                                                                                                              |
| *31.2                   |  | Certification ofThomas E. McGuire, Chief Financial Officer, dated April 12, 2005,pursuant to Rule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                                           |
| 32.1(furnishedherewith) |  | Certification of Jack L. Stahl, Chief ExecutiveOfficer, dated April 12, 2005, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                               |
| 32.2(furnishedherewith) |  | Certification of Thomas E. McGuire, Chief FinancialOfficer, dated April 12, 2005, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                           |
|                    |  |                                                                                                                                                                                                                                                                                |
|                         |

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

70

----

REVLONCONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES INDEX TOCONSOLIDATED FINANCIAL STATEMENTS ANDSCHEDULE

|                                                                                                                                                |  |        |        |        |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                                                           |  | Page   |
| Reportof Independent Registered Public AccountingFirm                                                                                          |  |   | F-2    |   |
| **AuditedFinancialStatements:**                                                                                                                |  |   |   |   |
| ConsolidatedBalance Sheets as of December 31, 2004 and2003                                                                                     |  |   | F-3    |   |
| Consolidated Statements ofOperations for each of the years in the three-year period endedDecember 31, 2004                                     |  |   | F-4    |   |
| ConsolidatedStatements of Stockholder's Deficiency and Comprehensive Loss foreach of the years in the three-year period ended December 31,2004 |  |   | F-5    |   |
| Consolidated Statements of CashFlows for each of the years in the three-year period ended December 31,2004                                     |  |   | F-6    |   |
| Notes to Consolidated FinancialStatements                                                                                                      |  |   | F-7    |   |
| **FinancialStatement Schedule:**                                                                                                               |  |   |   |   |
| ScheduleII—Valuation and QualifyingAccounts                                                                                              |  |   | F-46   |   |
|                                                                                                                                                |

F-1

----

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

The Board of Directors andStockholder Revlon Consumer Products Corporation:

We haveaudited the accompanying consolidated balance sheets of Revlon ConsumerProducts Corporation and subsidiaries as of December 31, 2004 and 2003,and the related consolidated statements of operations,stockholder's deficiency and comprehensive loss, and cash flowsfor each of the years in the three-year period ended December 31, 2004.In connection with our audits of the consolidated financial statements,we also have audited the financial statement schedule as listed on theindex on page F-1. These consolidated financial statements and thefinancial statement schedule are the responsibility of theCompany's management. Our responsibility is to express an opinionon these consolidated financial statements and the financial statementschedule based on our audits.

We conducted our audits inaccordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis forour opinion.

In our opinion, the consolidated financialstatements referred to above present fairly, in all material respects,the financial position of Revlon Consumer Products Corporation andsubsidiaries as of December 31, 2004 and 2003, and the results of theiroperations and their cash flows for each of the years in the three-yearperiod ended December 31, 2004, in conformity with U.S. generallyaccepted accounting principles. Also in our opinion, the relatedfinancial statement schedule, when considered in relation to the basicconsolidated financial statements taken as a whole, presents fairly, inall material respects, the information set forth therein.

KPMG LLP

New York, New York March 9,2005

F-2

----

REVLONCONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars inmillions, except per sharedata)

|                                                                                                                                                                                                                                                                     |  |                 |          |                 |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|----------|-----------------|--|--------|----------|---------|--|--|
|                                                                                                                                                                                                                                                                |  | December31,2004 |          | December31,2003 |
| **ASSETS**                                                                                                                                                                                                                                                          |  |
| Currentassets:                                                                                                                                                                                                                                                      |  |            |     |            |  |   |     |    |
| Cash and cashequivalents                                                                                                                                                                                                                                            |  | $               | 120.8    |            |  | $      | 56.5     |    |
| Tradereceivables, less allowances of $19.0 and $19.4 as of December 31, 2004and 2003,respectively                                                                                                                                                                   |  |            | 200.6    |            |  |   | 182.5    |    |
| Inventories                                                                                                                                                                                                                                                         |  |            | 154.7    |            |  |   | 142.7    |    |
| Prepaidexpenses andother                                                                                                                                                                                                                                            |  |            | 67.8     |            |  |   | 46.6     |    |
| Totalcurrent assets                                                                                                                                                                                                                                                 |  |            | 543.9    |            |  |   | 428.3    |    |
| Property,plant and equipment,net                                                                                                                                                                                                                                    |  |            | 118.7    |            |  |   | 132.1    |    |
| Otherassets                                                                                                                                                                                                                                                         |  |            | 149.9    |            |  |   | 144.2    |    |
| Goodwill,net                                                                                                                                                                                                                                                        |  |            | 186.1    |            |  |   | 186.1    |    |
| Totalassets                                                                                                                                                                                                                                                         |  | $               | 998.6    |            |  | $      | 890.7    |    |
| **LIABILITIESAND STOCKHOLDER'SDEFICIENCY**                                                                                                                                                                                                                          |  |            |     |            |  |   |     |    |
| Currentliabilities:                                                                                                                                                                                                                                                 |  |            |     |            |  |   |     |    |
| Short-termborrowings — thirdparties                                                                                                                                                                                                                           |  | $               | 36.6     |            |  | $      | 28.0     |    |
| Currentportion of long-term debt — thirdparties                                                                                                                                                                                                               |  |            | 10.5     |            |  |   | —  |    |
| Accountspayable                                                                                                                                                                                                                                                     |  |            | 95.2     |            |  |   | 97.4     |    |
| Accruedexpenses andother                                                                                                                                                                                                                                            |  |            | 283.2    |            |  |   | 322.0    |    |
| Totalcurrentliabilities                                                                                                                                                                                                                                             |  |            | 425.5    |            |  |   | 447.4    |    |
| Long-termdebt — thirdparties                                                                                                                                                                                                                                  |  |            | 1,308.2  |            |  |   | 1,723.3  |    |
| Long-termdebt —affiliates                                                                                                                                                                                                                                     |  |            | —  |            |  |   | 146.2    |    |
| Otherlong-termliabilities                                                                                                                                                                                                                                           |  |            | 286.7    |            |  |   | 301.0    |    |
| Stockholder'sdeficiency:                                                                                                                                                                                                                                            |  |            |     |            |  |   |     |    |
| Preferredstock, par value $1.00 per share; 1,000 shares authorized, 546 sharesof Series A Preferred Stock issued andoutstanding                                                                                                                                     |  |            | 54.6     |            |  |   | 54.6     |    |
| CommonStock, par value $1.00 per share; 10,000 shares as of December 31, 2004and 1,000 shares as of December 31, 2003 authorized, respectively, and5,260 shares as of December 31, 2004 and 1,000 shares as of December31, 2003 issued and outstanding,respectively |  |            | —  |            |  |   | —  |    |
| Additionalpaid-in-capital (capitaldeficiency)                                                                                                                                                                                                                       |  |            | 706.5    |            |  |   | (152.3   | )  |
| Accumulateddeficit                                                                                                                                                                                                                                                  |  |            | (1,646.1 | )          |  |   | (1,503.3 | )  |
| Deferredcompensation                                                                                                                                                                                                                                                |  |            | (12.5    | )          |  |   | (4.2     | )  |
| Accumulatedother comprehensiveloss                                                                                                                                                                                                                                  |  |            | (124.3   | )          |  |   | (122.0   | )  |
| Totalstockholder'sdeficiency                                                                                                                                                                                                                                        |  |            | (1,021.8 | )          |  |   | (1,727.2 | )  |
| Totalliabilities and stockholder'sdeficiency                                                                                                                                                                                                                        |  | $               | 998.6    |            |  | $      | 890.7    |    |
|                                                                                                                                                                                                                                                                     |

SeeAccompanying Notes to Consolidated Financial Statements.

F-3

----

REVLON CONSUMER PRODUCTS CORPORATION ANDSUBSIDIARIES

CONSOLIDATED STATEMENTS OFOPERATIONS

(dollars inmillions)

|                                            |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                       |  | YearEnded December31, |
|                                       |  | 2004                  |         | 2003    |  | 2002   |
| Netsales                                   |  | $                     | 1,297.2 |    |  | $      | 1,299.3 |    |  | $      | 1,119.4 |    |
| Costofsales                                |  |                  | 485.3   |    |  |   | 501.1   |    |  |   | 503.7   |    |
| Grossprofit                                |  |                  | 811.9   |    |  |   | 798.2   |    |  |   | 615.7   |    |
| Selling,general and administrativeexpenses |  |                  | 716.4   |    |  |   | 769.7   |    |  |   | 711.1   |    |
| Restructuringcosts and other,net           |  |                  | 5.8     |    |  |   | 6.0     |    |  |   | 13.6    |    |
|                                       |  |                  |    |    |  |   |    |    |  |   |    |    |
| Operatingincome(loss)                      |  |                  | 89.7    |    |  |   | 22.5    |    |  |   | (109.0  | )  |
| Otherexpenses(income):                     |  |                  |    |    |  |   |    |    |  |   |    |    |
| Interestexpense                            |  |                  | 130.8   |    |  |   | 174.5   |    |  |   | 159.0   |    |
| Interestincome                             |  |                  | (3.1    | )  |  |   | (2.7    | )  |  |   | (2.1    | )  |
| Amortizationof debt issuancecosts          |  |                  | 8.2     |    |  |   | 8.9     |    |  |   | 7.7     |    |
| Foreigncurrency (gains) losses,net         |  |                  | (5.2    | )  |  |   | (5.0    | )  |  |   | 1.4     |    |
| Losson sale of brand and facilities,net    |  |                  | — |    |  |   | — |    |  |   | 1.0     |    |
| Losson early extinguishment ofdebt         |  |                  | 90.7    |    |  |   | — |    |  |   | — |    |
| Miscellaneous,net                          |  |                  | 2.0     |    |  |   | 0.5     |    |  |   | 1.2     |    |
| Otherexpenses,net                          |  |                  | 223.4   |    |  |   | 176.2   |    |  |   | 168.2   |    |
| Lossbefore incometaxes                     |  |                  | (133.7  | )  |  |   | (153.7  | )  |  |   | (277.2  | )  |
| Provisionfor incometaxes                   |  |                  | 9.1     |    |  |   | 0.3     |    |  |   | 4.6     |    |
| Netloss                                    |  | $                     | (142.8  | )  |  | $      | (154.0  | )  |  | $      | (281.8  | )  |
|                                            |

SeeAccompanying Notes to Consolidated Financial Statements.

F-4

----

REVLON CONSUMER PRODUCTS CORPORATION ANDSUBSIDIARIES

CONSOLIDATED STATEMENTS OFSTOCKHOLDER'S DEFICIENCYAND COMPREHENSIVE LOSS

(dollars inmillions)

|                                                          |  |                |        |                                              |  |                    |        |                      |  |                                   |          |                              |  |        |        |         |  |        |        |         |  |        |          |         |  |  |
|----------------------------------------------------------|--|----------------|--------|----------------------------------------------|--|--------------------|--------|----------------------|--|-----------------------------------|----------|------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                     |  | PreferredStock |        | AdditionalPaid-In-Capital(CapitalDeficiency) |  | AccumulatedDeficit |        | DeferredCompensation |  | AccumulatedOtherComprehensiveLoss |          | TotalStockholder'sDeficiency |
| Balance, January 1,2002                                  |  | $              | 54.6   |                                         |  | $                  | (206.1 | )               |  | $                                 | (1,067.5 | )                       |  | $      | (8.1   | )  |  | $      | (61.1  | )  |  | $      | (1,288.2 | )  |
| Amortizationof deferredcompensation                      |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   | 1.7    |    |  |   |   |    |  |   | 1.7      |    |
| Comprehensiveloss:                                       |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                  |  |           |   |                                         |  |               |   |                 |  |                              | (281.8   | )                       |  |   |   |    |  |   |   |    |  |   | (281.8   | )  |
| Adjustmentfor minimum pensionliability                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (67.5  | )  |  |   | (67.5    | )  |
| Revaluationof foreign currency forward exchangecontracts |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (0.1   | )  |  |   | (0.1     | )  |
| Currencytranslationadjustment                            |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (4.0   | )  |  |   | (4.0     | )  |
| Totalcomprehensiveloss                                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | (353.4   | )  |
| Balance,December 31,2002                                 |  |           | 54.6   |                                         |  |               | (206.1 | )               |  |                              | (1,349.3 | )                       |  |   | (6.4   | )  |  |   | (132.7 | )  |  |   | (1,639.9 | )  |
| Netproceeds from 2003 Rights Offering (See Note9)        |  |           |   |                                         |  |               | 46.9   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | 46.9     |    |
| Reductionof liabilities assumed from indirectparent      |  |           |   |                                         |  |               | 6.9    | (a)             |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | 6.9      |    |
| Amortizationof deferredcompensation                      |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   | 2.2    |    |  |   |   |    |  |   | 2.2      |    |
| Comprehensiveloss:                                       |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                  |  |           |   |                                         |  |               |   |                 |  |                              | (154.0   | )                       |  |   |   |    |  |   |   |    |  |   | (154.0   | )  |
| Adjustmentfor minimum pensionliability                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | 1.5    |    |  |   | 1.5      |    |
| Revaluationof foreign currency forward exchangecontracts |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (1.4   | )  |  |   | (1.4     | )  |
| Currencytranslationadjustment                            |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | 10.6   |    |  |   | 10.6     |    |
| Totalcomprehensiveloss                                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | (143.3   | )  |
| Balance,December 31,2003                                 |  |           | 54.6   |                                         |  |               | (152.3 | )               |  |                              | (1,503.3 | )                       |  |   | (4.2   | )  |  |   | (122.0 | )  |  |   | (1,727.2 | )  |
| RevlonExchange Transactions(b)                           |  |           |   |                                         |  |               | 827.7  |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | 827.7    |    |
| Reductionof liabilities assumed from indirectparent      |  |           |   |                                         |  |               | 16.4   | (a)             |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | 16.4     |    |
| Stock-basedcompensation                                  |  |           |   |                                         |  |               | 14.7   |                 |  |                              |     |                         |  |   | (14.7  | )  |  |   |   |    |  |   | —  |    |
| Amortizationof deferredcompensation                      |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   | 6.4    |    |  |   |   |    |  |   | 6.4      |    |
| Comprehensiveloss:                                       |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   |     |    |
| Netloss(b)                                               |  |           |   |                                         |  |               |   |                 |  |                              | (142.8   | )                       |  |   |   |    |  |   |   |    |  |   | (142.8   | )  |
| Adjustmentfor minimum pensionliability                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (1.6   | )  |  |   | (1.6     | )  |
| Revaluationof foreign currency forward exchangecontracts |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | (1.3   | )  |  |   | (1.3     | )  |
| Currencytranslationadjustment                            |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   | 0.6    |    |  |   | 0.6      |    |
| Totalcomprehensiveloss                                   |  |           |   |                                         |  |               |   |                 |  |                              |     |                         |  |   |   |    |  |   |   |    |  |   | (145.1   | )  |
| Balance,December 31,2004                                 |  | $              | 54.6   |                                         |  | $                  | 706.5  |                 |  | $                                 | (1,646.1 | )                       |  | $      | (12.5  | )  |  | $      | (124.3 | )  |  | $      | (1,021.8 | )  |
|                                                          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | During2003, the Company resolved various tax audits, which resulted in a taxbenefit of $13.9 of which $6.9 was recorded directly to capitaldeficiency since it relates to liabilities assumed by Revlon ConsumerProducts Corporation in connection with the transfer agreements relatedto Revlon Consumer Products Corporation's formation in 1992.During 2004, the Company resolved various state and federal tax auditsand determined that certain tax liabilities assumed by Revlon ConsumerProducts Corporation in connection with transfer agreements related toRevlon Consumer Products Corporation's formation in 1992 were nolonger probable. As a result, $16.4 was recorded directly to capitaldeficiency. (See Note 15). |

|     |                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The change in AdditionalPaid-in-Capital (Capital Deficiency) and a portion of AccumulatedDeficit are a result of the consummation of the Revlon ExchangeTransactions. (See Note 9). |

See AccompanyingNotes to Consolidated Financial Statements.

F-5

----

REVLON CONSUMER PRODUCTS CORPORATION ANDSUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASHFLOWS

(dollars inmillions)

|                                                                                                   |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                              |  | YearEnded December31, |
|                                                                                              |  | 2004                  |         | 2003    |  | 2002   |
| **CASHFLOWS FROM OPERATING ACTIVITIES:**                                                          |  |
| Netloss                                                                                           |  | $                     | (142.8  | )  |  | $      | (154.0  | )  |  | $      | (281.8  | )  |
| Adjustmentsto reconcile net loss to net cash used for operatingactivities:                        |  |                  |    |    |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                                                       |  |                  | 106.1   |    |  |   | 107.6   |    |  |   | 114.6   |    |
| Amortizationof debtdiscount                                                                       |  |                  | 1.8     |    |  |   | 3.1     |    |  |   | 2.6     |    |
| Stockcompensationamortization                                                                     |  |                  | 6.4     |    |  |   | 2.2     |    |  |   | 1.7     |    |
| Losson early extinguishment ofdebt                                                                |  |                  | 77.3    |    |  |   | — |    |  |   | — |    |
| Losson sale of brand and certain assets,net                                                       |  |                  | — |    |  |   | — |    |  |   | 1.0     |    |
| Changein assets and liabilities, net of acquisitions anddispositions:                             |  |                  |    |    |  |   |    |    |  |   |    |    |
| (Increase)decrease in tradereceivables                                                            |  |                  | (12.1   | )  |  |   | 40.2    |    |  |   | (9.4    | )  |
| (Increase)decrease ininventories                                                                  |  |                  | (7.8    | )  |  |   | (5.7    | )  |  |   | 30.3    |    |
| (Increase)decrease in prepaid expenses and other currentassets                                    |  |                  | (7.7    | )  |  |   | 1.1     |    |  |   | (2.2    | )  |
| (Decrease)increase in accountspayable                                                             |  |                  | (4.4    | )  |  |   | 0.5     |    |  |   | 6.3     |    |
| (Decrease)increase in accrued expenses and other currentliabilities                               |  |                  | (31.7   | )  |  |   | (79.6   | )  |  |   | 98.2    |    |
| Purchaseof permanentdisplays                                                                      |  |                  | (56.0   | )  |  |   | (72.9   | )  |  |   | (66.2   | )  |
| Other,net                                                                                         |  |                  | (23.3   | )  |  |   | (8.9    | )  |  |   | (7.4    | )  |
| Netcash used for operatingactivities                                                              |  |                  | (94.2   | )  |  |   | (166.4  | )  |  |   | (112.3  | )  |
| **CASHFLOWS FROM INVESTINGACTIVITIES:**                                                           |  |                  |    |    |  |   |    |    |  |   |    |    |
| Capitalexpenditures                                                                               |  |                  | (18.9   | )  |  |   | (28.6   | )  |  |   | (16.0   | )  |
| Saleof marketablesecurities                                                                       |  |                  | — |    |  |   | — |    |  |   | 1.8     |    |
| Proceedsfrom the sale of brand and certainassets                                                  |  |                  | — |    |  |   | 5.3     |    |  |   | — |    |
| Netcash used for investingactivities                                                              |  |                  | (18.9   | )  |  |   | (23.3   | )  |  |   | (14.2   | )  |
| **CASHFLOWS FROM FINANCINGACTIVITIES:**                                                           |  |                  |    |    |  |   |    |    |  |   |    |    |
| Netincrease (decrease) in short-term borrowings — thirdparties                              |  |                  | 6.0     |    |  |   | (1.6    | )  |  |   | 8.0     |    |
| Proceedsfrom the issuance of long-term debt — thirdparties                                  |  |                  | 1,136.2 |    |  |   | 233.1   |    |  |   | 175.6   |    |
| Repaymentof long-term debt — third parties, includingpremiums                               |  |                  | (960.2  | )  |  |   | (239.3  | )  |  |   | (73.0   | )  |
| Proceedsfrom the issuance of long-term debt —affiliates                                     |  |                  | 42.4    |    |  |   | 178.1   |    |  |   | — |    |
| Repaymentof long-term debt —affiliates                                                      |  |                  | (19.5   | )  |  |   | (62.6   | )  |  |   | — |    |
| Netproceeds from the 2003 RightsOffering                                                          |  |                  | — |    |  |   | 46.9    |    |  |   | — |    |
| Paymentof financingcosts                                                                          |  |                  | (30.4   | )  |  |   | (3.5    | )  |  |   | (0.3    | )  |
| Netcash provided by financingactivities                                                           |  |                  | 174.5   |    |  |   | 151.1   |    |  |   | 110.3   |    |
| Effectof exchange rate changes on cash and cashequivalents                                        |  |                  | 2.9     |    |  |   | 9.3     |    |  |   | (1.3    | )  |
| Netincrease (decrease) in cash and cashequivalents                                                |  |                  | 64.3    |    |  |   | (29.3   | )  |  |   | (17.5   | )  |
| Cashand cash equivalents at beginning ofperiod                                                    |  |                  | 56.5    |    |  |   | 85.8    |    |  |   | 103.3   |    |
| Cashand cash equivalents at end ofperiod                                                          |  | $                     | 120.8   |    |  | $      | 56.5    |    |  | $      | 85.8    |    |
| Supplementalschedule of cash flowinformation:                                                     |  |                  |    |    |  |   |    |    |  |   |    |    |
| Cashpaid during the periodfor:                                                                    |  |                  |    |    |  |   |    |    |  |   |    |    |
| Interest                                                                                          |  | $                     | 133.9   |    |  | $      | 160.8   |    |  | $      | 155.2   |    |
| Incometaxes, net ofrefunds                                                                        |  |                  | 11.1    |    |  |   | 6.7     |    |  |   | 3.6     |    |
| Supplementalschedule of noncash investing and financingactivities:                                |  |                  |    |    |  |   |    |    |  |   |    |    |
| Conversionof long-term debt and accrued interest in connection with the DebtReductionTransactions |  | $                     | 813.8   |    |  | $      | — |    |  | $      | — |    |
| Reductionof liabilities assumed from indirectparent                                               |  |                  | 16.4    |    |  |   | 6.9     |    |  |   | — |    |
|                                                                                                   |

SeeAccompanying Notes to Consolidated FinancialStatements.

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REVLONCONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (dollars in millions, except pershare data)

1.    Significant Accounting Policies

Principles of Consolidation and Basis of Presentation:

Revlon Consumer Products Corporation ("ProductsCorporation" and together with its subsidiaries, the"Company"), which is a direct wholly ownedsubsidiary of Revlon, Inc., was formed in April 1992. The Companymanufactures and sells an extensive array of cosmetics and skin care,fragrances and personal care products. The Company's principalcustomers include large mass volume retailers and chain drug stores, aswell as certain department stores and other specialty stores, such asperfumeries. The Company also sells consumer products to U.S. militaryexchanges and commissaries and has a licensing group.

ProductsCorporation is a direct wholly owned subsidiary of Revlon, Inc., whichis an indirectly majority-owned subsidiary of MacAndrews & ForbesHoldings Inc., formerly known as Mafco Holdings Inc., a corporationwholly owned by Ronald O. Perelman ("MacAndrews &Forbes Holdings" and, together with its affiliates,"MacAndrews & Forbes").

TheConsolidated Financial Statements include the accounts of the Companyafter elimination of all material intercompany balances andtransactions. Further, the Company has made a number of estimates andassumptions relating to the reporting of assets and liabilities, thedisclosure of liabilities and the reporting of revenues and expenses toprepare these financial statements in conformity with generallyaccepted accounting principles. Actual results could differ from thoseestimates.

Certain amounts in the prior year financialstatements have been reclassified to conform to the currentyear's presentation.

Cash and Cash Equivalents:

Cash equivalents are primarily investments in high-quality,short-term money market instruments with original maturities of threemonths or less and are carried at cost, which approximates fair value.Cash equivalents were $79.0 and $30.6 as of December 31, 2004 and 2003,respectively.

In accordance with borrowing arrangements withcertain financial institutions, the Company is permitted to borrowagainst its cash balances. The unrestricted cash available to theCompany is the net of the cash position less amounts supporting theseshort-term borrowings. The cash balances and related borrowings areshown gross in the Company's Consolidated Balance Sheets. As ofDecember 31, 2004 and 2003, the Company had $36.2 and $27.9,respectively, of cash supporting such short-term borrowings. (See Note8 to the Consolidated Financial Statements).

AccountsReceivable:

Accounts receivable represent payments due to theCompany for previously recognized net sales, reduced by an allowancefor doubtful accounts for balances, which are estimated to beuncollectible at December 31, 2004 and 2003. The Company grants creditterms in the normal course of business to its customers. Trade creditis extended based upon periodically updated evaluations of eachcustomer's ability to perform its obligations. The Company doesnot normally require collateral or other security to support creditsales. The allowance for doubtful accounts is determined based onhistorical experience and ongoing evaluations of the Company'sreceivables and evaluations of the risks of payment. Accountsreceivable balances are recorded against the allowance for doubtfulaccounts when they are deemed uncollectible. Recoveries of accountsreceivable previously recorded against the allowance are recorded inthe Consolidated Statements of Operations when received. At December31, 2004 and 2003, the Company's three largest customersaccounted for an aggregate of approximately 43% and 37%of outstanding accounts receivable.

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Inventories:

Inventories arestated at the lower of cost or market value. Cost is principallydetermined by the first-in, first-out method.

Property, Plantand Equipment and Other Assets:

Property, plant and equipmentis recorded at cost and is depreciated on a straight-line basis overthe estimated useful lives of such assets as follows: landimprovements, 20 to 40 years; buildings and improvements, 5 to 45years; machinery and equipment, 3 to 17 years; and office furniture andfixtures and capitalized software, 2 to 12 years. Leaseholdimprovements are amortized over their estimated useful lives or theterms of the leases, whichever is shorter. Repairs and maintenance arecharged to operations as incurred, and expenditures for additions andimprovements are capitalized.

Long-lived assets, including fixedassets and intangibles other than goodwill, are reviewed for impairmentwhenever events or changes in circumstances indicate that the carryingamount of an asset may not be recoverable. If events or changes incircumstances indicate that the carrying amount of an asset may not berecoverable, the Company estimates the undiscounted future cash flows(excluding interest) resulting from the use of the asset and itsultimate disposition. If the sum of the undiscounted cash flows(excluding interest) is less than the carrying value, the Companyrecognizes an impairment loss, measured as the amount by which thecarrying value exceeds the fair value of the asset.

Included inother assets are net permanent wall displays amounting to approximately$94.2 and $98.6 as of December 31, 2004 and 2003, respectively, whichare amortized over 3 to 5 years. Beginning in the first quarter of2002, the Company decided to roll out new permanent wall displays,replacing existing permanent wall displays at an accelerated rate. As aresult, the useful lives of those permanent wall displays to bereplaced were shortened to their new estimated useful lives, resultingin accelerated amortization of approximately $11 during 2002. The costof the new wall displays will be amortized over a 3-year life. TheCompany has included in other assets net costs related to the issuanceof its debt instruments amounting to approximately $31.6 and $23.0 asof December 31, 2004 and 2003, respectively, which are amortized overthe terms of the related debt instruments. In addition, the Company hasincluded in other assets trademarks, net, of $7.8 and $7.5 as ofDecember 31, 2004 and 2003, respectively, and patents, net, of $3.2 and$3.9 as of December 31, 2004 and 2003, respectively. Patents andtrademarks are recorded at cost and amortized ratably overapproximately 10 to 17 years. Amortization expense for patents andtrademarks for 2004, 2003 and 2002 was $1.8, $1.8 and $2.0,respectively. The Company's intangible assets other than goodwillcontinue to be subject to amortization, which is anticipated to beapproximately $1.6 annually through December 31, 2009.

Intangible Assets Related to Businesses Acquired:

Intangible assets related to businesses acquired principallyrepresent goodwill, which represents the excess purchase price over thefair value of assets acquired. In July 2001, the FASB issued StatementNo. 141, "Business Combinations", andStatement No. 142, "Goodwill and Other IntangibleAssets". Statement 141 requires that the purchase methodof accounting be used for all business combinations initiated afterJune 30, 2001, as well as all purchase method business combinationscompleted after June 30, 2001. Statement 141 also specifies criteriathat must be met in order for intangible assets acquired in a purchasemethod business combination to be recognized and reported apart fromgoodwill. Statement 142 requires that goodwill and intangible assetswith indefinite useful lives no longer be amortized, but instead testedfor impairment at least annually in accordance with the provisions ofStatement 142. Statement 142 requires that intangible assets withfinite useful lives be amortized over their respective estimated usefullives to their estimated residual values, and reviewed for impairmentin accordance with Statement 144, "Accounting for theImpairment or Disposal of Long-Lived Assets".

TheCompany adopted the provisions of Statement 141 in July 2001 andStatement 142 effective January 1, 2002. In connection with theadoption of Statement 142, the Company performed a transitionalgoodwill impairment test as required and determined that no goodwillimpairment existed at January 1, 2002. The Company performs its annualimpairment test of goodwill as of September 30 and performed

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the annual test as of September 30, 2004, 2003and 2002 and concluded that no impairment existed. The Company operatesin one reportable segment, which is also the only reporting unit forpurposes of SFAS No. 142. Since the Company currently only has onereporting unit, all of the goodwill has been assigned to the enterpriseas a whole. The Company compared its estimated fair value as measuredby, among other factors, its market capitalization to its net assetsand since the fair value was substantially greater than the net assets,the Company concluded that there was no impairment of goodwill.

The Company has also evaluated the lives of all of its intangibleassets. As a result of this evaluation, the Company has determined thatnone of its intangible assets, other than goodwill, have indefinitelives and that the existing useful lives are appropriate. The amountoutstanding for goodwill, net, was $186.1 at December 31, 2004 andDecember 31, 2003. Accumulated amortization aggregated $117.3 atDecember 31, 2004 and 2003. Amortization of goodwill ceased on January1, 2002 upon adoption of Statement 142. Prior to January 1, 2002, theCompany amortized goodwill on a straight-line basis over 40 years.

Revenue Recognition:

Sales are recognized when revenue isrealized or realizable and has been earned. The Company's policyis to recognize revenue when risk of loss and title to the producttransfers to the customer. Net sales is comprised of gross revenuesless expected returns, trade discounts and customer allowances, whichinclude costs associated with off-invoice mark-downs and other pricereductions, as well as trade promotions and coupons. These incentivecosts are recognized at the later of the date on which the Companyrecognizes the related revenue or the date on which the Company offersthe incentive. The Company allows customers to return their unsoldproducts when they meet certain Company-established criteria asoutlined in the Company's trade terms. The Company regularlyreviews and revises, when deemed necessary, its estimates of salesreturns based primarily upon actual returns, planned productdiscontinuances, new product launches and promotional sales, whichwould permit customers to return items based upon the Company'strade terms. The Company records sales returns as a reduction to salesand cost of sales, and an increase to accrued liabilities and toinventories. Returned products which are recorded as inventories arevalued based upon the amount that the Company expects to realize upontheir subsequent disposition. The physical condition and marketabilityof the returned products are the major factors considered by theCompany in estimating realizable value. Actual returns, as well asrealized values on returned products, may differ significantly, eitherfavorably or unfavorably, from the Company's estimates if factorssuch as product discontinuances, customer inventory levels orcompetitive conditions differ from the Company's estimates andexpectations and, in the case of actual returns, if economic conditionsdiffer significantly from the Company's estimates andexpectations. Revenues derived from licensing arrangements, includingany prepayments, are recognized in the period in which they become dueand payable but not before the license term commences.

Cost ofsales includes all of the costs to manufacture the Company'sproducts. For products manufactured in the Company's ownfacilities, such costs include raw materials and supplies, direct laborand factory overhead. For products manufactured for the Company bythird-party contractors, such costs represent the amounts invoiced bythe contractors. Cost of sales also includes the cost of refurbishingproducts returned by customers that will be offered for resale and thecost of inventory write-downs associated with adjustments of heldinventories to net realizable value. These costs are reflected in thestatement of operations when the product is sold and net sales revenuesare recognized or, in the case of inventory write-downs, whencircumstances indicate that the carrying value of inventories is inexcess of its recoverable value. Additionally, cost of sales reflectsthe costs associated with free products. These incentive costs arerecognized on the later of the date that the Company recognizes therelated revenue or the date on which the Company offers theincentive.

SG&A expenses include expenses to advertise theCompany's products, such as television advertising productioncosts and air-time costs, print advertising costs, promotional displaysand consumer promotions. SG&A also includes the amortization ofpermanent wall displays and intangible assets, distribution costs (suchas freight and handling), non-manufacturing overhead, principallypersonnel and related expenses, insurance and professional fees.

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Income Taxes:

Income taxes arecalculated using the asset and liability method in accordance with theprovisions of SFAS No. 109, "Accounting for IncomeTaxes."

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

Pension andOther Post-retirement and Post-employment Benefits:

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

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

Research and Development:

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

Foreign Currency Translation:

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

Sale of Subsidiary Stock:

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

Classes ofStock:

Products Corporation designated 1,000 shares ofpreferred stock as the "Series A PreferredStock" (the "Products Corporation Series APreferred Stock"), of which 546 shares are outstanding andheld by Revlon, Inc. The holder of the Products Corporation Series APreferred Stock is not entitled to receive any dividends. The ProductsCorporation Series A Preferred Stock is entitled to a liquidationpreference of $100,000 per share before any distribution is made to theholder of Products Corporation's common stock. The holder of theProducts Corporation Series A Preferred Stock does not have any votingrights, except as required by law. The Products Corporation Series APreferred Stock may be redeemed at any time by Products Corporation, atits option, for $100,000 per share. However, the terms of ProductsCorporation's various debt agreements currently restrict ProductsCorporation's ability to effect such redemption.

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Stock-Based Compensation:

SFASNo. 123, "Accounting for Stock-BasedCompensation," ("SFAS No. 123")encourages, but does not require, companies to record compensation costfor stock-based employee compensation plans at fair value. The Companyhas chosen to account for stock-based compensation plans using theintrinsic value method prescribed in APB Opinion No. 25,"Accounting for Stock Issued to Employees,"and related interpretations. Accordingly, compensation cost for stockoptions issued to employees is measured as the excess, if any, of thequoted market price of Revlon, Inc.'s Class A common stock, witha par value of $0.01 per share (the "Revlon Class A CommonStock") at the date of the grant over the amount anemployee must pay to acquire such stock.

The following tableillustrates the effect on net loss as if the Company had applied thefair value method to its stock-based compensation under the disclosureprovisions of SFAS No. 123 and amended disclosure provisions of SFASNo. 148, "Accounting for Stock-Based Compensation —Transition and Disclosure, an amendment of FASB Statements No.123", which is more fully described in Note 13 to theConsolidated FinancialStatements:

|                                                                                                              |  |                       |        |         |  |        |        |         |  |        |        |         |  |  |
|--------------------------------------------------------------------------------------------------------------|--|-----------------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                                                         |  | YearEnded December31, |
|                                                                                                         |  | 2004                  |        | 2003    |  | 2002   |
| Netloss asreported                                                                                           |  | $                     | (142.8 | )  |  | $      | (154.0 | )  |  | $      | (281.8 | )  |
| Add:Stock-based employee compensation included in reported netloss                                           |  |                  | 5.2    |    |  |   | 2.2    |    |  |   | 1.7    |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for allawards |  |                  | (30.3  | )  |  |   | (7.7   | )  |  |   | (6.9   | )  |
| Proforma netloss                                                                                             |  | $                     | (167.9 | )  |  | $      | (159.5 | )  |  | $      | (287.0 | )  |
|                                                                                                              |

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

Derivative FinancialInstruments:

The Company accounts for derivative financialinstruments in accordance with SFAS No. 133, as amended by SFAS No.149. The standard requires the recognition of all derivativeinstruments on the balance sheet as either assets or liabilitiesmeasured at fair value. Changes in fair value are recognizedimmediately in earnings unless the derivatives qualify as hedges offuture cash flows. For derivatives qualifying as hedges of future cashflows, the effective portion of changes in fair value is recorded as acomponent of other comprehensive income (loss) and recognized inearnings when the hedged transaction is recognized in earnings. Anyineffective portion (representing the extent that the change in fairvalue of the hedges does not completely offset the change in theanticipated net payments being hedged) is recognized in earnings as itoccurs. If a derivative instrument designated as a hedge is terminated,the unrecognized fair value of the hedge previously recorded inaccumulated other comprehensive income (loss) is recognized in earningswhen the hedged transaction is recognized in earnings. If thetransaction being hedged is terminated, the unrecognized fair value ofthe Company's related hedge instrument is recognized in earningsat that time.

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

TheCompany uses derivative financial instruments, primarily foreigncurrency forward exchange contracts, to reduce the effects offluctuations in foreign currency exchange rates. These contracts, whichhave been designated as cash flow hedges, were entered into primarilyto hedge anticipated inventory purchases and certain intercompanypayments denominated in foreign currencies, which have maturities

F-11

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of less than one year. Any unrecognizedincome (loss) related to these contracts are recorded in the Statementof Operations primarily in cost of goods sold when the underlyingtransactions hedged are realized (e.g., when inventory is sold orintercompany transactions are settled). The Company enters into thesecontracts with counterparties that are major financial institutions,and accordingly the Company believes that the risk of counterpartynonperformance is remote. During 2004, 2003 and 2002, net derivativelosses of $1.5, $1.5 and $0.6, respectively, were reclassified to theStatement of Operations. The notional amount of the foreign currencyforward exchange contracts outstanding at December 31, 2004 and 2003was $31.5 and $8.3, respectively. The fair value of the foreigncurrency forward exchange contracts outstanding at December 31, 2004and 2003 was $(2.3) and $(0.8), respectively, and is recorded inAccrued expenses and other in the accompanying Consolidated BalanceSheets. The Company had accumulated net derivative losses of $2.7 inother comprehensive loss as of December 31, 2004, related to cash flowhedges, all of which will be reclassified into earnings within 12months. The amount of the hedges' ineffectiveness for the yearsended December 31, 2004 and 2003 recorded in the ConsolidatedStatements of Operations was not significant.

Advertising andPromotion:

Costs associated with advertising and promotion areexpensed when incurred. The costs of promotional displays are expensedin the period in which they are shipped to customers. Televisionadvertising production costs are expensed the first time theadvertising takes place. Advertising and promotion expenses were$225.2, $251.4 and, $210.2 for 2004, 2003 and 2002, respectively, andwere included in SG&A expenses in the Company's ConsolidatedStatements of Operations. The Company also has various arrangementswith customers pursuant to its trade terms to reimburse them for aportion of their advertising or promotional costs, which provideadvertising and promotional benefits to the Company. Additionally, fromtime to time the Company may pay fees to customers in order to expandor maintain shelf space for its products. The costs that the Companyincurs for "cooperative" advertisingprograms, end cap placement, shelf placement costs and slotting feesare expensed as incurred and are netted against revenues on theCompany's Consolidated Statements of Operations.

Distribution Costs:

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

Recent Accounting Pronouncements:

In December 2004, the FASB issued SFAS No. 123 (revised 2004),"Share-Based Payment," an amendment to FASBStatements Nos. 123 and 95 ("SFAS No.123(R)"), which replaces SFAS No. 123, and supercedes APBOpinion No. 25, "Accounting for Stock Issued toEmployees." SFAS No. 123(R) requires all share-basedpayments to employees, including grants of employee stock options, tobe recognized in the financial statements based on their fair valuesbeginning with the first interim or annual period after June 15, 2005,with early adoption encouraged. The pro forma disclosures previouslypermitted under SFAS No. 123 no longer will be an alternative tofinancial statement recognition. The Company is required to adopt SFASNo. 123(R) in the third quarter of fiscal 2005, beginning July 1, 2005.Under SFAS No. 123(R), the Company must determine the appropriate fairvalue model to be used for valuing share-based payments, theamortization method for compensation cost and the transition method tobe used at the date of adoption. The transition methods are either aprospective method or a retroactive method. Under the retroactivemethod, prior periods may be restated either as of the beginning of theyear of adoption or for all periods presented. The prospective methodrequires that compensation expense be recorded for all unvested stockoptions and restricted stock at the beginning of the first quarter ofadoption of SFAS No. 123(R), while the retroactive methods would recordcompensation expense for all unvested stock options and restrictedstock beginning with the first period restated. The Company isevaluating the requirements of SFAS No. 123(R) and expects that theadoption of SFAS No. 123(R) will have a material impact on theCompany's consolidated results of operations and earnings pershare. The Company is currently evaluating the impact of SFAS 123(R)and has not yet determined the method of adoption or the effect ofadopting SFAS 123(R), and it has not determined whether its adoptionwill result in amounts in future periods that are similar to theCompany's current pro forma disclosures under SFAS No. 123.

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

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

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

2.    Restructuring Costsand Other, Net

During 2004 the Company recorded net charges of$5.8 primarily for employee severance and other personnel benefits for42 employees in connection with realignments within severaldepartmental functions and international operations, as to which 32employees had been terminated as of December 31, 2004**.** In 2003,the Company recorded separate charges of $5.9 for employee severanceand other personnel benefits for 421 employees in certain Internationaloperations, as to which 366 employees had been terminated as ofDecember 31, 2004.

During 2003 and 2002, the Company recorded acharge of $0.1 and $13.6 related to the 2000 restructuring program,principally for additional employee severance and other personnelbenefits and relocation and other costs related to the consolidation ofthe Company's worldwide operations.

During the thirdquarter of 2000, the Company initiated a new restructuring program inline with the original restructuring plan developed in late 1998,designed to improve profitability by reducing personnel andconsolidating manufacturing facilities. The 2000 restructuring programfocused on the Company's plans to close its manufacturingoperations in Phoenix, Arizona and Mississauga, Canada and toconsolidate its cosmetics production into its plant in Oxford, NorthCarolina. The 2000 restructuring program also includes the remainingobligation for excess leased real estate in the Company'sheadquarters, consolidation costs associated with the Company closingits facility in New Zealand, and the elimination of several domesticand international executive and operational positions, each of whichwere effected to reduce and streamline corporate overhead costs.

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

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

Asof December 31, 2004, 2003 and 2002, the unpaid balance of therestructuring costs and other, net for reserves are included in accruedexpenses and other and other long-term liabilities in theCompany's Consolidated Balance Sheets. The remaining balance atDecember 31, 2004 for employee severance and other personnel benefitsis $8.2, of which $6.7 is expected to be paid by the end of 2005 andthe remaining lease and equipment obligations of $2.9 are expected tobe paid by the end of 2008.

3.    Dispositions

Described below are the principal sales of certain brands andfacilities entered into by Products Corporation during 2004, 2003 and2002:

In December 2003, the Company sold a facility located inCanada for approximately $5.2 and leased it back through the end of2006. In connection with such disposition, the Company will recognize apre-tax and after-tax net gain of approximately $1.7 ratably over theremaining 3-year lease term.

In February 2002, ProductsCorporation completed the disposition of its Benelux business. As partof this sale, Products Corporation entered into a long-termdistribution agreement with the purchaser pursuant to which thepurchaser distributes the Company's products in Benelux. Thepurchase price consisted principally of the assumption of certainliabilities and a deferred purchase price contingent upon 

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future results of up to approximately $4.7,which could be received over approximately a seven-year period. Inconnection with the disposition, the Company recognized a pre-tax andafter-tax net loss of $1.0 in the first quarter of 2002.

4.    Inventories

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

5.    PrepaidExpenses andOther

|                 |  |             |      |        |  |        |      |        |  |  |
|-----------------|--|-------------|------|--------|--|--------|------|--------|--|--|
|            |  | December31, |
|            |  | 2004        |      | 2003   |
| Prepaidexpenses |  | $           | 35.4 |   |  | $      | 22.9 |   |
| Other           |  |        | 32.4 |   |  |   | 23.7 |   |
|            |  | $           | 67.8 |   |  | $      | 46.6 |   |
|                 |

6.    Property,Plant and Equipment,Net

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

Depreciationexpense for the years ended December 31, 2004, 2003 and 2002 was $34.0,$33.7 and $34.5, respectively. The Company has evaluated its managementinformation systems and determined, among other things, to upgrade itssystems. As a result of this decision, certain existing informationsystems are being amortized on an accelerated basis. The additionalamortization recorded in 2004 and 2003 was $4.3 and $4.6,respectively.

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7.    Accrued Expenses andOther

|                                      |  |             |       |        |  |        |       |        |  |  |
|--------------------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--|
|                                 |  | December31, |
|                                 |  | 2004        |       | 2003   |
| Salesreturns andallowances           |  | $           | 103.3 |   |  | $      | 103.4 |   |
| Advertisingand promotionalcosts      |  |        | 45.5  |   |  |   | 52.3  |   |
| Compensation andrelatedbenefits      |  |        | 56.9  |   |  |   | 65.7  |   |
| Interest                             |  |        | 20.9  |   |  |   | 40.7  |   |
| Taxes,other than federal incometaxes |  |        | 13.0  |   |  |   | 9.3   |   |
| Restructuringcosts                   |  |        | 7.6   |   |  |   | 6.4   |   |
| Other                                |  |        | 36.0  |   |  |   | 44.2  |   |
|                                 |  | $           | 283.2 |   |  | $      | 322.0 |   |
|                                      |

8.    Short-termBorrowings

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

9.    Long-term Debt

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

TheCompany completed two significant financing transactions during 2004:(i) Revlon, Inc. exchanged approximately $804 of ProductCorporation's debt, $54.6 of Revlon, Inc. preferred stock and$9.9 of accrued interest for 299,969,493 shares of Revlon Class ACommon Stock (the "Revlon ExchangeTransactions") and (ii) Products Corporation entered intothe 2004 Credit Agreement, consisting of an $800 term loan facility anda $160 asset-based multi-currency revolving credit facility, and usedthe proceeds to refinance its 2001 Credit Agreement (as hereinafterdefined) and to complete a tender offer and subsequent redemption ofall of its 12% Senior Secured Notes due 2005. See discussionbelow.

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(a) On July 9, 2004, Products Corporationentered into a credit agreement (the "2004 CreditAgreement") to refinance the credit agreement that it hadentered into in 2001 and which was to mature in May 2005 (the"2001 Credit Agreement"). ProductsCorporation entered into the 2004 Credit Agreement with certain of itssubsidiaries as local borrowing subsidiaries, a syndicate of lenders,whose individual members change from time to time, and Citicorp USA,Inc., as multi-currency administrative agent, term loan administrativeagent and collateral agent. The 2004 Credit Agreement provides up to$960.0 and consists of an $800.0 term loan facility (the"Term Loan Facility") and a $160.0asset-based multi-currency revolving credit facility (the"Multi-Currency Facility"), collectivelyreferred to as the 2004 Credit Facilities". (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.) Products Corporation may requestthe Multi-Currency Facility to be increased from time to time in anaggregate principal amount not to exceed $50.0 subject to certainexceptions and subject to the lenders' agreement. TheMulti-Currency Facility is available to: (i) Products Corporation inrevolving credit loans denominated in U.S. dollars, (ii) ProductsCorporation in swing line loans denominated in U.S. dollars up to$25.0, (iii) Products Corporation in standby and commercial letters ofcredit denominated in U.S. dollars up to $50.0 and (iv) ProductsCorporation and certain of its international subsidiaries in revolvingcredit loans and bankers' acceptances denominated in U.S. dollarsand other currencies (the "Local Loans"), ineach case subject to borrowing base availability that is determinedbased on the value of eligible accounts receivable, eligible inventoryand eligible real property and equipment from time to time. If thevalue of the eligible assets is not sufficient to support the $160.0borrowing base, Products Corporation will not have full access to theMulti-Currency Facility. Products Corporation's ability to makeborrowings under the Multi-Currency Facility is also conditioned uponthe satisfaction of certain conditions precedent and ProductsCorporation's compliance with other covenants in the 2004 CreditAgreement, including a fixed charge coverage ratio that applies whenthe excess borrowing base is less than $30.0.

The Multi-CurrencyFacility will terminate on July 9, 2009 and the loans under the TermLoan Facility will mature on July 9, 2010; provided that the 2004Credit Facilities will terminate on October 31, 2005 if ProductsCorporation's 8 1/8% Senior Notes are notrepaid, redeemed, repurchased or defeased in full as provided in the2004 Credit Agreement on or before such date, on July 31, 2006 ifProducts Corporation's 9% Senior Notes are not repaidredeemed, repurchased or defeased in full on or before such date, andon October 30, 2007 if Products Corporation's8 5/8% Senior Subordinated Notes are not repaidredeemed, repurchased or defeased on or before such date such that notmore than $25.0 in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainsoutstanding (as each such series of notes is hereinafter defined). Inaddition, it would be an event of default under the 2004 CreditAgreement if Revlon, Inc. failed to undertake an approximately $110.0equity offering and transfer the net proceeds of such offering toProducts Corporation to reduce Products Corporation's outstandingindebtedness by March 31, 2006. (See "SubsequentEvents" in Note 19 to the Consolidated FinancialStatements.)

In March 2005, Revlon, Inc. and MacAndrews &Forbes amended MacAndrews & Forbes' obligation under the 2004Investment Agreement (as hereinafter defined) to backstop a $109.7equity offering to be conducted by Revlon, Inc. by accelerating suchobligation to October 31, 2005 from March 31, 2006 in the event thatProducts Corporation has not as of such date refinanced the8 1/8% Senior Notes and, therefore, Revlon, Inc.uses an equity offering to effect such refinancing. In accordance withSFAS No. 6, "Classification of Short-Term ObligationsExpected to be Refinanced," $107.7 (being $109.7, lessestimated future transaction costs) of the8 1/8% Senior Notes have been classified aslong-term due to such amendment to the 2004 Investment Agreement. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

The 2004 Credit Agreementreplaced Products Corporation's 2001 Credit Agreement, which wasdue to expire on May 30, 2005. Products Corporation's EBITDA (asdefined in the 2001 Credit Agreement) for the four consecutive fiscalquarters ended December 31, 2003 was less than the minimum of $230required under the 2001 Credit Agreement for that period and theCompany's leverage ratio was 1.66:1.00, which was in excess ofthe maximum ratio of 1.10:1.00 permitted under the 2001 CreditAgreement for that period. Accordingly, Products Corporation sought andon January 28, 2004 secured waivers of compliance with these covenantsfor the four quarters ended December 31, 2003. In light of the

F-17

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Company's expectation that its planwould affect Products Corporation's ability to comply with thesecovenants during 2004, Products Corporation also secured an amendmentto eliminate the EBITDA and leverage ratio covenants under the 2001Credit Agreement for the first three quarters of 2004 and a waiver ofcompliance with such covenants for the four quarters ending December31, 2004, expiring on January 31, 2005 (the "January 2004Bank Amendment"). In July 2004, the 2001 Credit Agreementwas repaid and refinanced with the 2004 Credit Agreement. In connectionwith the replacement and repayment of the 2001 Credit Agreement, theCompany recorded a loss on early extinguishment of debt of $4.3, whichrepresents the write-off of deferred financing costs.

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

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

Prior to the termination date of the Term Loan Facility, on October15, January 15, April 15 and July 15 of each year (commencing October15, 2005) Products Corporation shall repay $2.0 in aggregate principalamount of the term loans outstanding under the Term Loan Facility oneach respective date. In addition, the loans under the Term LoanFacility are required to be prepaid with: (i) the net proceeds inexcess of $10.0 each year (subject to limited carryover to subsequentyears) received during such year from sales of Term Loan First LienCollateral (as defined below) by Products Corporation or any of itssubsidiary guarantors (and in excess of an additional $25.0 in theaggregate during the term of the 2004 Credit Facilities with respect tocertain specified dispositions), subject to certain limited exceptions,(ii) certain net proceeds from equity offerings by Revlon, Inc. thatare not used to redeem, repurchase or defease the8 1/8% Senior Notes, the 9% Senior Notes,the 8 5/8% Senior Subordinated Notes or certainother indebtedness, (iii) the net proceeds from the issuance byProducts Corporation or any of its subsidiaries of certain additionaldebt and (iv) 50% of Products Corporation's Excess CashFlow (as defined in the 2004 Credit Agreement) for any fiscal year.(See "Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

The 2004 Credit Facilitiesare supported by, among other things, guarantees from Revlon, Inc. and,subject to certain limited exceptions, the domestic subsidiaries ofProducts Corporation. The obligations of Products Corporation under the2004 Credit Facilities and the obligations under the guarantees are

F-18

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secured by, subject to certain limitedexceptions, substantially all of the assets of Products Corporation andthe subsidiary guarantors, including (i) mortgages on owned realproperty, including Products Corporation's facilities in Oxford,North Carolina and Irvington, New Jersey; (ii) the capital stock ofProducts Corporation and the subsidiary guarantors and 66% ofthe capital stock of Products Corporation's and the subsidiaryguarantors' first-tier foreign subsidiaries; (iii) intellectualproperty and other intangible property of Products Corporation and thesubsidiary guarantors; and (iv) inventory, accounts receivable,equipment, investment property and deposit accounts of ProductsCorporation and the subsidiary guarantors. The liens on, among otherthings, inventory, accounts receivable, deposit accounts, investmentproperty (other than the capital stock of Products Corporation and itssubsidiaries), real property, equipment, fixtures and certainintangible property related thereto secure the Multi-Currency Facilityon a first priority basis and the Term Loan Facility on a secondpriority basis, while the liens on the capital stock of ProductsCorporation and its subsidiaries and intellectual property and certainother intangible property (the "Term Loan First LienCollateral") secure the Term Loan Facility on a firstpriority basis and the Multi-Currency Facility on a second prioritybasis, all as set forth in an Intercreditor and Collateral AgencyAgreement by and among Products Corporation and the lenders, which alsoprovides that the first priority liens referred to above may be sharedfrom time to time, subject to certain limitations, with specified typesof other obligations incurred or guaranteed by Products Corporation,such as foreign exchange and interest rate hedging obligations andforeign working capital lines, provided that to the extent suchobligations and lines share in the collateral, the borrowing base isreduced by a reserve established from time to time by the bank agent inrespect of such obligations and lines.

The 2004 Credit Agreementcontains various restrictive covenants prohibiting Products Corporationand its subsidiaries from (i) incurring additional indebtedness orguarantees, with certain exceptions, (ii) making dividend and otherpayments or loans to Revlon, Inc. or other affiliates, with certainexceptions, including among others, exceptions permitting ProductsCorporation to pay dividends or make other payments to Revlon, Inc. tofinance the actual payment by Revlon, Inc. of expenses and obligationsincurred by Revlon, Inc. to enable Revlon, Inc. to, among other things,pay expenses incidental to being a public holding company, including,among other things, professional fees such as legal and accountingfees, regulatory fees such as the Securities and Exchange Commission(the "Commission") filing fees and othermiscellaneous expenses related to being a public holding company and,subject to certain circumstances, to finance the purchase by Revlon,Inc. of Revlon Class A Common Stock in connection with the delivery ofsuch Revlon Class A Common Stock to grantees under the Amended andRestated Revlon, Inc. Stock Plan (the "StockPlan"), and, subject to certain limitations, to paydividends or make other payments to finance the purchase, redemption orother retirement for value by Revlon, Inc. of stock or other equityinterests or equivalents in Revlon, Inc. held by any current or formerdirector, employee or consultant in his or her capacity as such, (iii)creating liens or other encumbrances on Products Corporation's orits subsidiaries' assets or revenues, granting negative pledgesor selling or transferring any of Products Corporation's or itssubsidiaries' assets, all subject to certain limited exceptions,(iv) with certain exceptions, engaging in merger or acquisitiontransactions, (v) prepaying indebtedness and modifying the terms ofcertain indebtedness and specified material contractual obligations,subject to certain exceptions (including, without limitation, prepayingone or more of the 8 1/8% Notes, 9% Notesor 8 5/8% Senior Subordinated Notes with theproceeds of certain equity offerings, including the approximate $110equity offering to be conducted by Revlon, Inc. prior to March 31, 2006and to be back-stopped by MacAndrews & Forbes up to such amount, orwith certain permitted refinancing indebtedness), (vi) makinginvestments, subject to certain exceptions, and (vii) entering intotransactions with affiliates of Products Corporation other than uponterms no less favorable to Products Corporation or its subsidiariesthan it would obtain in an arms' length transaction. In additionto the foregoing, the 2004 Credit Agreement contains financialcovenants limiting the senior secured leverage ratio of ProductsCorporation (the ratio of Products Corporation's Senior SecuredDebt to EBITDA, as each such term is defined in the 2004 CreditAgreement) to 5.50 to 1.00 for the four consecutive quarters endingduring the period from December 31, 2004 to September 30, 2005; 5.00 to1.00 for the four consecutive quarters ending during the period fromDecember 31, 2005 to December 31, 2006; and 4.50 to 1.00 for the fourconsecutive quarters ending March 31, 2007 and each subsequent quarteruntil the maturity date of the 2004 Credit Agreement, and, undercircumstances when the excess borrowing base under the Multi-CurrencyFacility is less than $30.0 for a period of 30 consecutive days ormore, requiring Products Corporation to maintain 

F-19

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a consolidated fixed charge coverage ratio(the ratio of EBITDA minus Capital Expenditures to Cash InterestExpense for such period, as each such term is defined in the 2004Credit Agreement) of 1.00 to 1.00. The Company was in compliance withthese covenants at December 31, 2004. (See "SubsequentEvents" in Note 19 to the Consolidated FinancialStatements.)

The events of default under the 2004 CreditAgreement include customary events of default for such types ofagreements, including (i) nonpayment of any principal, interest orother fees when due, subject in the case of interest and fees to agrace period; (ii) non-compliance with the covenants in the 2004 CreditAgreement or the ancillary security documents, subject in certaininstances to grace periods; (iii) the institution of any bankruptcy,insolvency or similar proceeding 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 (y) in the payment of certainindebtedness when due (whether at maturity or by acceleration) inexcess of $5.0 in aggregate principal amount or (z) in the observanceor performance of any other agreement or condition relating to suchdebt, provided that the amount of debt involved is in excess of $5.0 inaggregate principal amount, or the occurrence of any other event, theeffect of which default or other event is to cause or permit theholders of such debt to cause the acceleration of payment of such debt;(v) the failure by Products Corporation, certain of ProductsCorporation's subsidiaries or Revlon, Inc., to pay certainmaterial judgments; (vi) a change of control such that (w) Revlon, Inc.shall cease to be the beneficial and record owner of 100% ofProducts Corporation's capital stock, (x) Ronald O. Perelman (orhis estate, heirs, executors, administrator or other personalrepresentative) and his or their controlled affiliates shall cease to"control" Products Corporation, and any otherperson or group of persons owns more than 25% of the totalvoting power of Revlon, Inc., (y) any person or group of persons otherthan Ronald O. Perelman (or his estate, heirs, executors, administratoror other personal representative) and his or their controlledaffiliates shall "control" ProductsCorporation or (z) the current directors serving on ProductsCorporation's Board of Directors (or other directors nominated byat least 66 2/3% of such continuing directors)shall cease to be a majority of the directors; (vii) the failure byRevlon, Inc. (y) to conduct an approximately $110.0 equity offering andto transfer the net proceeds of such offering to Products Corporationto reduce its outstanding indebtedness by March 31, 2006 or (z) tocontribute to Products Corporation all of the net proceeds it receivesfrom any other sale of its equity securities or ProductsCorporation's capital stock, subject to certain limitedexceptions; (viii) the failure of any of Products Corporation's,its subsidiaries' or Revlon, Inc.'s representations orwarranties in any of the documents entered into in connection with the2004 Credit Agreement to be correct, true and not misleading in allmaterial respects when made or confirmed; (ix) the conduct by Revlon,Inc., of any meaningful business activities other than those that arecustomary for a publicly traded holding company which is not itself anoperating company, including the ownership of meaningful assets (otherthan Products Corporation's capital stock) or the incurrence ofdebt, in each case subject to limited exceptions; (x) MacAndrews &Forbes' failure to fund any binding commitment under the 2004Consolidated MacAndrews & Forbes Line of Credit; and (xi) thefailure of certain of Products Corporation's affiliates whichhold Products Corporation's or its subsidiaries'indebtedness to be party to a valid and enforceable agreementprohibiting such affiliate from demanding or retaining payments inrespect of such indebtedness.

(b) The8 1/8% Senior Notes due 2006 (the"8 1/8% Senior Notes")are senior unsecured obligations of Products Corporation and rankequally in right of payment with all existing and future senior debt ofProducts Corporation, including the 9% Senior Notes, theindebtedness under the 2004 Credit Agreement and the indebtedness underthe 2004 Consolidated MacAndrews & Forbes Line of Credit (ashereinafter defined) and are senior to the8 5/8% Senior Subordinated Notes and to allfuture subordinated indebtedness of Products Corporation. The8 1/8% Senior Notes are effectively subordinatedto the outstanding indebtedness and other liabilities of ProductsCorporation's subsidiaries. Interest is payable on February 1 andAugust 1. (See "Subsequent Events" in Note 19to the Consolidated Financial Statements.)

The8 1/8% Senior Notes are due February 2006 andmay be redeemed at the option of Products Corporation in whole or inpart at any time on or after February 1, 2002 at the redemption pricesset forth in the 8 1/8% Senior Notes indenture,plus accrued and unpaid interest, if any, to the date of redemption.The 2004 Credit Agreement requires that Products Corporation redeem,repurchase or defease in full on 

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or before October 31, 2005 the8 1/8% Senior Notes. Otherwise, the 2004 CreditFacilities will terminate and all amounts outstanding under the 2004Credit Facilities will become due on such date. In 2004, approximately$133.8 principal amount of the 8 1/8% SeniorNotes were exchanged for Revlon Class A Common Stock in the RevlonExchange Transactions, as discussed below. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

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

The8 1/8% Senior Notes indenture contains covenantsthat, among other things, limit (i) the issuance of additional debt andredeemable stock by Products Corporation, (ii) the incurrence of liens,(iii) the issuance of debt and preferred stock by ProductsCorporation's subsidiaries, (iv) the payment of dividends oncapital stock of Products Corporation and its subsidiaries and theredemption of capital stock of Products Corporation and certainsubordinated obligations, (v) the sale of assets and subsidiary stock,(vi) transactions with affiliates and (vii) consolidations, mergers andtransfers of all or substantially all Products Corporation'sassets. The 8 1/8% Senior Notes indenture alsoprohibits certain restrictions on distributions from subsidiaries. Allof these limitations and prohibitions, however, are subject to a numberof important qualifications. (See "SubsequentEvents" in Note 19 to the Consolidated FinancialStatements.)

(c) The 9% Senior Notes due 2006 (the"9% Senior Notes") are seniorunsecured obligations of Products Corporation and rank equally in rightof payment with all existing and future senior debt of ProductsCorporation, including the 8 1/8% Senior Notes,the indebtedness under the 2004 Credit Agreement and the indebtednessunder the 2004 Consolidated MacAndrews & Forbes Line of Credit andare senior to the 8 5/8% Senior SubordinatedNotes and to all future subordinated indebtedness of ProductsCorporation. The 9% Senior Notes are effectively subordinated tooutstanding indebtedness and other liabilities of ProductsCorporation's subsidiaries. Interest is payable on May 1 andNovember 1. (See "Subsequent Events" in Note19 to the Consolidated Financial Statements.)

The 9%Senior Notes are due November 2006 and may be redeemed at the option ofProducts Corporation in whole or in part at any time on or afterNovember 1, 2002 at the redemption prices set forth in the 9%Senior Notes indenture plus accrued and unpaid interest, if any, to thedate of redemption. The 2004 Credit Agreement requires that ProductsCorporation redeem, repurchase or defease in full on or before July 31,2006 the 9% Senior Notes. Otherwise, the 2004 Credit Facilitieswill terminate and all amounts outstanding under the 2004 CreditFacilities will become due on such date. In 2004, approximately $174.5principal amount of the 9% Senior Notes were exchanged forRevlon Class A Common Stock in the Revlon Exchange Transactions, asdiscussed below. (See "Subsequent Events" inNote 19 to the Consolidated Financial Statements.)

Upon a changeof control, as defined in the 9% Senior Notes indenture,Products Corporation will have the option to redeem the 9%Senior Notes in whole at a redemption price equal to the principalamount thereof, plus accrued and unpaid interest, if any, thereon tothe date of redemption, plus the applicable premium, as defined in the9% Senior Notes indenture, and, subject to certain conditions,each holder of the 9% Senior Notes will have the right torequire Products Corporation to repurchase all or a portion of suchholder's 9% Senior Notes at a price equal to 101%of the principal amount thereof, plus accrued and unpaid interest, ifany, thereon to the date of repurchase.

The 9% SeniorNotes indenture contains covenants that, among other things, limit (i)the issuance of additional debt and redeemable stock by ProductsCorporation, (ii) the incurrence of liens, (iii) the issuance of debtand preferred stock by Products Corporation's subsidiaries, (iv)the payment of dividends on capital stock of Products Corporation andits subsidiaries and the redemption of capital stock of ProductsCorporation and certain subordinated obligations, (v) the sale ofassets and subsidiary stock, (vi) transactions with affiliates and(vii) consolidations, mergers and transfers of all or substantially all

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Products Corporation's assets. The9% Senior Notes indenture also prohibits certain restrictions ondistributions from subsidiaries. All of these limitations andprohibitions, however, are subject to a number of importantqualifications. (See "Subsequent Events" inNote 19 to the Consolidated Financial Statements.)

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

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

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

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

(e) The 12% Senior SecuredNotes due 2005 (the "12% Senior SecuredNotes") were issued by Products Corporation pursuant to anindenture, dated as of November 26, 2001 among Products Corporation,the guarantors party thereto, including Revlon, Inc. as parentguarantor, and Wilmington Trust Company, as trustee. The 12%Senior Secured Notes were supported by guarantees from Revlon, Inc.and, subject to certain limited exceptions, ProductsCorporation's domestic subsidiaries.

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

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The indentures for the8 1/8% Senior Notes, the 9% Senior Notesand the 8 5/8% Senior Subordinated Notes containcustomary events of default for debt instruments of such type and eachinclude a cross acceleration provision which provides that it shall bean event of default under each such indenture if any debt (as definedin each such indenture) of Products Corporation or any of itssignificant subsidiaries (as defined in each such indenture) is notpaid within any applicable grace period after final maturity or isaccelerated by the holders of such debt because of a default and thetotal principal amount of the portion of such debt that is unpaid oraccelerated exceeds $25.0 and such default continues for 10 days afternotice from the trustee under each such indenture. If any such event ofdefault occurs, the trustee under each such indenture or the holders ofat least 25% in principal amount of the outstanding notes undereach such indenture may declare all such notes to be due and payableimmediately, provided that the holders of a majority in aggregateprincipal amount of the outstanding notes under each such indenturemay, by notice to the trustee, waive any such default or event ofdefault and its consequences under each such indenture. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

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

On July 9, 2004,Products Corporation and MacAndrews & Forbes entered into anagreement, which effective as of August 10, 2004 amended, restated andconsolidated the facilities for the MacAndrews & Forbes $65 millionline of credit and the 2004 MacAndrews & Forbes $125 million termloan (the latter as to which after the Revlon Exchange Transactions thetotal term loan availability was $87) into a single consolidated lineof credit with availability of $152 (the "2004Consolidated MacAndrews & Forbes Line of Credit"), thecommitment under which reduces to $87 as of July 1, 2005 and terminateson December 1, 2005. Loans are available under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit if (i) the Multi-CurrencyFacility under the 2004 Credit Agreement has been substantially drawn(after taking into 

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account anticipated needs for Local Loansand letters of credit), (ii) such borrowing is necessary to cause theexcess borrowing base under the Multi-Currency Facility to remaingreater than $30, (iii) additional revolving loans are not availableunder the Multi-Currency Facility or (iv) such borrowing is reasonablynecessary to prevent or to cure a default or event of default under the2004 Credit Agreement. Loans under the 2004 Consolidated MacAndrews& Forbes Line of Credit bear interest (which is not payable in cashbut is capitalized quarterly in arrears) at a rate per annum equal tothe lesser of (a) 12.0% and (b) 0.25% less than the ratepayable from time to time on Eurodollar loans under the Term LoanFacility under the 2004 Credit Agreement, which on December 31, 2004was 8.0%, provided, that at any time that the Eurodollar BaseRate under the 2004 Credit Agreement is equal to or greater than3.0%, the applicable rate to loans under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit will be equal to the lesser of(x) 12.0% and (y) 5.25% over the Eurodollar Base Ratethen in effect.

During 1992, Revlon Holdings (as hereinafterdefined) made an advance of $25.0 to Products Corporation, evidenced bysubordinated noninterest-bearing demand notes. The notes weresubsequently adjusted by offsets and additional amounts loaned byRevlon Holdings to Products Corporation. In 2004, the balance of $24.1was exchanged for Revlon Class A Common Stock in the Revlon ExchangeTransactions as discussed below.

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

    Revlon ExchangeTransactions

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

Fidelity and MacAndrews & Forbes agreed to tenderProduct Corporation's outstanding notes at a ratio of 400 sharesof Revlon Class A Common Stock for each one thousand dollars principalof 8 1/8% Senior Notes or 9% Senior Notesand 300 shares of Revlon Class A Common Stock for each one thousanddollars principal of 8 5/8% Senior SubordinatedNotes tendered for exchange. The agreements allowed Fidelity the rightto elect to receive cash or additional shares of Revlon Class A CommonStock for accrued interest on the notes tendered while MacAndrews &Forbes received Revlon Class A Common Stock for the accrued interest.Other holders were offered the opportunity to exchange their RevlonExchange Notes for (i) shares of Revlon Class A Common Stock at thesame exchange ratios or, under certain conditions, (ii) cash up to amaximum of $150 aggregate principal of tendered Revlon Exchange Notes,subject to proration, at $830 per one thousand dollars principal forthe 8 1/8% Senior Notes, $800 per one thousanddollars principal for the 9% Senior Notes and $620 per $1,000principal for the 8 5/8% Senior SubordinatedNotes. Accrued interest was paid in cash or additional shares of RevlonClass A Common Stock, at the holder's option.

An aggregateof approximately $631.2 in outstanding notes, consisting ofapproximately $133.8 of 8 1/8% Senior Notes,approximately $174.5 of the 9% Senior Notes and approximately$322.9 of the 8 5/8% Senior Subordinated Noteswere exchanged, along with the related accrued interest, for anaggregate of approximately 224.1 million shares of Revlon Class ACommon Stock. These amounts included approximately $1.0 of 9%Senior Notes and $286.7 of 8 5/8% SeniorSubordinated Notes tendered by MacAndrews & Forbes and relatedentities and approximately $85.9 of 9% Senior Notes,approximately $77.8 of 8 1/8% Senior Notes andapproximately $32.1 of 8 5/8% SeniorSubordinated Notes tendered by funds and accounts managed by Fidelity.No cash was paid for any principal amount of notes exchanged.

MacAndrews & Forbes also received Revlon Class A Common Stockfor amounts outstanding as of the March 25, 2004 closing date under theMacAndrews & Forbes $100 million term loan (approximately

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$109.7, including accrued interest), the2004 MacAndrews & Forbes $125 million term loan (approximately$38.9, including accrued interest) and approximately $24.1 insubordinated promissory notes. Amounts under the MacAndrews &Forbes $100 million term loan and 2004 MacAndrews & Forbes $125million term loan were exchanged at 400 shares per thousand dollarsexchanged for approximately 43.9 million shares and 15.6 millionshares, respectively. Amounts under the subordinated promissory noteswere exchanged at 300 shares per thousand dollars exchanged forapproximately 7.2 million shares. Portions of the 2004 MacAndrews &Forbes $125 million term loan and the MacAndrews & Forbes $65million line of credit not exchanged remained available to ProductsCorporation, subject to a borrowing limitation, which was subsequentlyeliminated.

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

As a result of the consummation of the RevlonExchange Transactions (other than the exchange or conversion, as thecase may be, of the Revlon, Inc. Series A and Revlon, Inc. Series BPreferred Stock) on March  25, 2004, Revlon, Inc. transferred thetendered Revlon Exchange Notes and other exchanged indebtedness toProducts Corporation for cancellation, which (i) reduced indebtednessand accrued and unpaid interest of $803.9 and $9.9, respectively, and(ii) resulted in a decrease to capital deficiency of $827.7, including$49.9 as a result of the exchange of indebtedness by MacAndrews &Forbes, representing the difference between the market value at March25, 2004 of the shares of Revlon Class A Common Stock issued and theprincipal amount of the indebtedness exchanged, together with accruedinterest thereon. Additionally, the Company recognized a loss on earlyextinguishment of debt of $32.0 in connection with the write-off ofunamortized debt issuance costs and debt discount, estimated fees andexpenses and the difference between the market value at March 25, 2004of the shares of Revlon Class A Common Stock issued and the principalamount of the indebtedness exchanged by third parties (other than byMacAndrews & Forbes), together with accrued interest thereon, of$15.5.

On February 20, 2004, Revlon, Inc. and Fidelity alsoentered into a stockholders agreement (the "StockholdersAgreement") pursuant to which, among other things, (i)Revlon, Inc. agreed to continue to maintain a majority of independentdirectors (as defined by New York Stock Exchange listing standards) onits Board of Directors, as it currently does; (ii) Revlon, Inc. wouldestablish and maintain a Nominating and Corporate Governance Committeeof the Board of Directors, which it formed in March 2004 and (iii)Revlon, Inc. agreed to certain restrictions with respect to Revlon,Inc.'s conducting any business or entering into any transactionsor series of related transactions with any of its affiliates, anyholders of 10% or more of the outstanding voting stock or anyaffiliates of such holders (in each case, other than its subsidiaries).This Stockholders Agreement will terminate when Fidelity ceases to bethe beneficial holder of at least 5% of Revlon, Inc.'soutstanding voting stock.

On February 20, 2004, Revlon, Inc. andMacAndrews & Forbes also entered into an investment agreement (the"2004 Investment Agreement") pursuant towhich MacAndrews and Forbes committed to assisting Revlon, Inc. withits goal of reducing Products Corporation's indebtedness by anadditional $200 in the aggregate by the end of 2004 and further by anadditional $100 in the aggregate by March 2006. Pursuant to the 2004Investment Agreement, MacAndrews & Forbes agreed, among otherthings, (i) to the extent that a minimum of $150 aggregate principalamount of notes were not tendered in the Revlon Exchange Transaction,to back-stop the exchange offers by subscribing for additional sharesof Revlon Class A Common Stock at a purchase price of $2.50 per share,to the extent of any shortfall, the proceeds of which would be used toreduce Products Corporation's outstanding indebtedness; (ii) toback-stop a rights offering in an amount necessary to meet the $200aggregate debt reduction target by December 31, 2004, not to exceed $50since at least $150 of debt reduction in the aggregate was ensured as aresult of 

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the MacAndrews & Forbes back-stopobligations discussed in (i) above; and (iii) to back-stop a rightsoffering in an amount necessary to meet the $300 aggregate debtreduction target by March 31, 2006, not to exceed $100 since at least$200 of debt reduction in the aggregate is ensured as a result of theback-stop obligations discussed in (i) and (ii) above (such equityofferings together with the Revlon Exchange Transactions are the"Debt Reduction Transactions"). In connectionwith the closing of the Revlon Exchange Transactions on March 25, 2004,MacAndrews & Forbes Holdings executed a joinder agreement to theRevlon, Inc. registration rights agreement pursuant to which all RevlonClass A Common Stock acquired by MacAndrews & Forbes Holdings willbe deemed to be registrable securities.

In connection withconsummating the Revlon Exchange Transactions, Revlon, Inc.'splan to launch a rights offering and use the proceeds to reduceProducts Corporation's debt by a further $50 by year-end 2004 wasreduced to $9.7, as a result of $190.3 of notes having been exchangedin excess of the notes committed to be exchanged by MacAndrews &Forbes and Fidelity under their respective support agreements. This$190.3 more than satisfied Revlon, Inc.'s plan to reduce debt by$150 in connection with the Revlon Exchange Transactions pursuant tothe support agreements with MacAndrews & Forbes and Fidelity. The$40.3 difference satisfied all but $9.7 of the Company's plan toreduce debt (in addition to the Revlon Exchange Notes) by a further $50by year-end 2004. Because the costs and expenses, as well as the use oforganizational resources, associated with a $9.7 rights offering wouldhave been unduly disproportionate, Revlon, Inc.'s support andinvestment agreements with MacAndrews & Forbes and Fidelityrelating to the Company's debt reduction plan were amended toenable Revlon, Inc. to satisfy the remaining $9.7 of debt reduction aspart of the final stage of the Company's debt reduction plan.Therefore, Revlon, Inc. now intends to conduct an equity offering ofapproximately $110 by the end of March 2006 and to use such proceeds toreduce Products Corporation's debt. Consistent with agreementsbetween MacAndrews & Forbes and Revlon, Inc. entered intocontemporaneously with the agreements relating to the Revlon ExchangeTransactions, MacAndrews & Forbes agreed to back-stop the $110equity offering. Under the 2004 Credit Agreement, unless ProductsCorporation refinances its 8 1/8% Senior Notes,with $116.1 aggregate principal amount outstanding, by October 31,2005, the 2004 Credit Agreement would terminate on October 31, 2005. InMarch 2005, Revlon, Inc. and MacAndrews & Forbes Holdings amendedthe 2004 Investment Agreement by accelerating MacAndrews & ForbesHoldings' obligation to backstop a $109.7 equity offering to beconducted by Revlon, Inc. to October 31, 2005 from March 31, 2006 inthe event that Products Corporation has not as of such date refinancedthe 8 1/8% Senior Notes and, therefore, Revlon,Inc. uses an equity offering to effect such refinancing. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

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

TheU.S. mass-market color cosmetics category during 2004 and 2003 wassofter than the Company expected, declining by 2.5% in 2004 and1.9% in 2003. Despite this softness in the U.S. mass-marketcolor cosmetics category, based upon the Company's belief thatits continued implementation of its plan is proving effective, theCompany intends to continue to support its plan. Additionally, in theevent of a decrease in demand for the Company's products, reducedsales, lack of increases in demand and sales, changes in consumerpurchasing habits, including with respect to shopping channels, and/orincreased 

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returns or expenses associated with thecontinued implementation of, and refinement to, the Company'splan, exceed the Company's expectations, any such development, ifsignificant, could reduce the Company's operating profits andcould adversely affect its ability to comply with certain financialcovenants under the 2004 Credit Agreement and in such event the Companycould be required to take measures, including reducing discretionaryspending.

If the Company is unable to satisfy its cashrequirements from the sources identified above or comply with its debtcovenants the Company could be required to adopt one or morealternatives, such as delaying the implementation of or revisingaspects of its plan, reducing or delaying purchases of wall displays oradvertising or promotional expenses, reducing or delaying capitalspending, delaying, reducing or revising restructuring programs,restructuring indebtedness, selling assets or operations, seekingadditional capital contributions or loans from MacAndrews & Forbes,Revlon, Inc. the Company's other affiliates or third parties,selling additional debt securities of Products Corporation or reducingother discretionary spending. There can be no assurance that theCompany would be able to take any of the actions referred to abovebecause of a variety of commercial or market factors or constraints inthe Company's debt instruments, including, for example, marketconditions being unfavorable for an equity or debt offering, additionalcapital contributions or loans not being available from affiliates orthird parties, or that the transactions may not be permitted under theterms of the Company's various debt instruments then in effect,because of restrictions on the incurrence of debt, incurrence of liens,asset dispositions and related party transactions. In addition, suchactions, if taken, may not enable the Company to satisfy its cashrequirements or comply with its debt covenants if the actions do notgenerate a sufficient amount of additional capital.

The terms ofthe 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit, the 8 5/8% SeniorSubordinated Notes, the 8 1/8% Senior Notes andthe 9% Senior Notes generally restrict Products Corporation frompaying dividends or making distributions, except that ProductsCorporation is permitted to pay dividends and make distributions toRevlon, Inc., among other things, to enable Revlon, Inc. to payexpenses incidental to being a public holding company, including, amongother things, professional fees such as legal and accounting fees,regulatory fees such as Commission filing fees and other miscellaneousexpenses related to being a public holding company and, subject tocertain limitations, to pay dividends or make distributions in certaincircumstances to finance the purchase by Revlon, Inc. of Revlon Class ACommon Stock in connection with the delivery of such Revlon Class ACommon Stock to grantees under the Stock Plan. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

10.    FinancialInstruments

The fair value of the Company's long-termdebt is based on the quoted market prices for the same issues or on thecurrent rates offered to the Company for debt of the same remainingmaturities. The estimated fair value of long-term debt (excludingamounts due to affiliates of $24.1 in 2003) at December 31, 2004 and2003, respectively, was approximately $38.3 and $518.2 less than thecarrying values of $1,318.7 and $1,845.4, respectively.

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

The carrying amounts of cash and cash equivalents, marketablesecurities, trade receivables, notes receivable, accounts payable andshort-term borrowings approximate their fair values.

11.    Income Taxes

As a result of the closing of theRevlon Exchange Transactions, as of the end of March 25, 2004, Revlon,Inc., Products Corporation and their U.S. subsidiaries were no longerincluded in the MacAndrews & Forbes Holdings consolidated group(the "MacAndrews & Forbes Group") forfederal 

F-27

----

income tax purposes. The MacAndrews &Forbes Tax Sharing Agreement (as hereinafter defined) will remain ineffect solely for taxable periods beginning on or after January 1,1992, through and including March 25, 2004. In these taxable periods,Revlon, Inc. and Products Corporation were included in the MacAndrews& Forbes Group, and Revlon, Inc.'s and ProductsCorporation's federal taxable income and loss were included insuch group's consolidated tax return filed by MacAndrews &Forbes Holdings. Revlon, Inc. and Products Corporation were alsoincluded in certain state and local tax returns of MacAndrews &Forbes Holdings or its subsidiaries. In June 1992, Revlon Holdings,Revlon, Inc., Products Corporation and certain of its subsidiaries, andMacAndrews & Forbes Holdings entered into a tax sharing agreement(as subsequently amended and restated, the "MacAndrews& Forbes Tax Sharing Agreement"), pursuant to whichMacAndrews & Forbes Holdings agreed to indemnify Revlon, Inc. andProducts Corporation against federal, state or local income taxliabilities of the MacAndrews & Forbes Group (other than in respectof Revlon, Inc. and Products Corporation) for taxable periods beginningon or after January 1, 1992 during which Revlon, Inc. and ProductsCorporation or a subsidiary of Products Corporation was a member ofsuch group. Pursuant to the MacAndrews & Forbes Tax SharingAgreement, for all such taxable periods, Products Corporation wasrequired to pay to Revlon, Inc., which in turn was required to pay toRevlon Holdings, amounts equal to the taxes that Products Corporationwould otherwise have had to pay if it were to file separate federal,state or local income tax returns (including any amounts determined tobe due as a result of a redetermination arising from an audit orotherwise of the consolidated or combined tax liability relating to anysuch period which was attributable to Products Corporation), exceptthat Products Corporation was not entitled to carry back any losses totaxable periods ending prior to January 1, 1992. No payments wererequired by Products Corporation or Revlon, Inc. if and to the extentProducts Corporation was prohibited under the terms of its 2004 CreditAgreement from making tax sharing payments to Revlon, Inc. The 2004Credit Agreement prohibits Products Corporation from making such taxsharing payments under the MacAndrews & Forbes Tax SharingAgreement other than in respect of state and local income taxes. TheMacAndrews & Forbes Tax Sharing Agreement was amended, effective asof January 1, 2001, to eliminate a contingent payment to Revlon, Inc.under certain circumstances in return for a $10 million note withinterest at 12% and interest and principal payable by MacAndrews& Forbes Holdings on December 31, 2005. As of December 31, 2004 and2003, the outstanding balance of this note receivable was $15.9 and$14.2, respectively, and is included in prepaid expenses and other inthe 2004 Consolidated Balance Sheet and in other assets in the 2003Consolidated Balance Sheet. As a result of tax net operating losses andprohibitions under the 2004 Credit Agreement, there were no federal taxpayments or payments in lieu of taxes pursuant to the MacAndrews &Forbes Tax Sharing Agreement for 2004, 2003 and 2002.

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

Pursuant to theasset transfer agreement referred to in Note 15, Products Corporationassumed all tax liabilities of Revlon Holdings other than (i) certainincome tax liabilities arising prior to January 1, 1992 to the extentsuch liabilities exceeded reserves on Revlon Holdings' books asof January 1, 1992 or were not of the nature reserved for and (ii)other tax liabilities to the extent such liabilities are related to thebusiness and assets retained by Revlon Holdings. During the secondquarter of 2003, the Company resolved various tax audits, whichresulted in a tax benefit of $13.9, of which $6.9 was recorded directlyto capital deficiency since it relates to liabilities assumed byProducts Corporation in connection with the transfer agreements relatedto Products Corporation's formation in 1992 (See Note 15). During2004, the 

F-28

----

Company resolved various state and federaltax audits and determined that certain tax liabilities were no longerprobable, which resulted in a tax benefit of $19.3, of which $16.4 wasrecorded to capital deficiency since it relates to liabilities assumedby Products Corporation in connection with the transfer agreementsrelated to Products Corporation's formation in 1992 (See Note15).

The Company's loss before income taxes and theapplicable provision (benefit) for income taxes are asfollows:

|                                        |  |                       |        |         |  |        |        |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                   |  | YearEnded December31, |
|                                   |  | 2004                  |        | 2003    |  | 2002   |
| Lossbefore incometaxes:                |  |
| Domestic                               |  | $                     | (166.3 | )  |  | $      | (136.9 | )  |  | $      | (208.5  | )  |
| Foreign                                |  |                  | 32.6   |    |  |   | (16.8  | )  |  |   | (68.7   | )  |
|                                   |  | $                     | (133.7 | )  |  | $      | (153.7 | )  |  | $      | (277.2  | )  |
| Provision(benefit) for incometaxes:    |  |                  |   |    |  |   |   |    |  |   |    |    |
| Federal                                |  | $                     | (1.7   | )  |  | $      | (4.4   | )  |  | $      | (0.9    | )  |
| Stateandlocal                          |  |                  | (1.0   | )  |  |   | 0.2    |    |  |   | 0.2     |    |
| Foreign                                |  |                  | 11.8   |    |  |   | 4.5    |    |  |   | 5.3     |    |
|                                   |  | $                     | 9.1    |    |  | $      | 0.3    |    |  | $      | 4.6     |    |
|                                   |  |                  |   |    |  |   |   |    |  |   |    |    |
| Current                                |  | $                     | 12.4   |    |  | $      | 8.1    |    |  | $      | 7.8     |    |
| Deferred                               |  |                  | 1.6    |    |  |   | 1.9    |    |  |   | (1.2    | )  |
| Benefitsof operating losscarryforwards |  |                  | (2.0   | )  |  |   | (1.9   | )  |  |   | (2.0    | )  |
| Resolutionsof taxaudits                |  |                  | (2.9   | )  |  |   | (7.8   | )  |  |   | — |    |
|                                   |  | $                     | 9.1    |    |  | $      | 0.3    |    |  | $      | 4.6     |    |
|                                        |

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

|                                                                       |  |                       |         |          |  |        |         |          |  |        |         |          |  |  |
|-----------------------------------------------------------------------|--|-----------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                                                  |  | YearEnded December31, |
|                                                                  |  | 2004                  |         | 2003     |  | 2002   |
| Statutoryfederal income tax rate                                      |  |                  | (35.0   | )%  |  |   | (35.0   | )%  |  |   | (35.0   | )%  |
| State and localtaxes, net of federal income taxbenefit                |  |                  | 0.1     |     |  |   | 0.1     |     |  |   | 0.1     |     |
| Foreignand U.S. tax effects attributable to operations outside theU.S |  |                  | (4.4    | )   |  |   | 2.1     |     |  |   | (4.1    | )   |
| Loss onearly extinguishment ofdebt                                    |  |                  | (14.8   | )   |  |   | — |     |  |   | — |     |
| Changein valuationallowance                                           |  |                  | 61.4    |     |  |   | 38.0    |     |  |   | 44.2    |     |
| Saleofbusinesses                                                      |  |                  | — |     |  |   | — |     |  |   | (3.2    | )   |
| Resolutionsof taxaudits                                               |  |                  | (2.2    | )   |  |   | (5.1    | )   |  |   | — |     |
| Other                                                                 |  |                  | 1.7     |     |  |   | 0.1     |     |  |   | (0.3    | )   |
| Effectiverate                                                         |  |                  | 6.8     | %   |  |   | 0.2     | %   |  |   | 1.7     | %   |
|                                                                       |

F-29

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

|                                                               |  |             |         |         |  |        |        |         |  |  |
|---------------------------------------------------------------|--|-------------|---------|---------|--|--------|--------|---------|--|--|
|                                                          |  | December31, |
|                                                          |  | 2004        |         | 2003    |
| Deferredtax assets:                                           |  |
| Accounts receivable,principally due to doubtfulaccounts       |  | $           | 1.5     |    |  | $      | 2.2    |    |
| Inventories                                                   |  |        | 13.0    |    |  |   | 14.9   |    |
| Netoperating loss carryforwards —domestic               |  |        | 176.8   |    |  |   | 318.6  |    |
| Net operatingloss carryforwards —foreign                |  |        | 135.4   |    |  |   | 135.5  |    |
| Accruals andrelated reserves                                  |  |        | 4.4     |    |  |   | 2.9    |    |
| Employeebenefits                                              |  |        | 67.1    |    |  |   | 70.1   |    |
| State and localtaxes                                          |  |        | 7.6     |    |  |   | 12.6   |    |
| Advertising, salesdiscounts and returns and couponredemptions |  |        | 36.2    |    |  |   | 35.7   |    |
| Capital losscarryover                                         |  |        | — |    |  |   | 7.3    |    |
| Deferredinterestexpense                                       |  |        | — |    |  |   | 28.5   |    |
| Other                                                         |  |        | 29.6    |    |  |   | 30.5   |    |
| Totalgross deferred taxassets                                 |  |        | 471.6   |    |  |   | 658.8  |    |
| Lessvaluationallowance                                        |  |        | (441.6  | )  |  |   | (624.3 | )  |
| Netdeferred taxassets                                         |  |        | 30.0    |    |  |   | 34.5   |    |
| Deferredtax liabilities:                                      |  |        |    |    |  |   |   |    |
| Plant, equipmentand otherassets                               |  |        | (23.5   | )  |  |   | (27.0  | )  |
| Other                                                         |  |        | (2.1    | )  |  |   | (2.4   | )  |
| Totalgross deferred taxliabilities                            |  |        | (25.6   | )  |  |   | (29.4  | )  |
| Netdeferred taxassets                                         |  | $           | 4.4     |    |  | $      | 5.1    |    |
|                                                               |

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

Thevaluation allowance decreased by $182.7 during 2004 and increased by$59.7 during 2003.

During 2004, 2003 and 2002, certain of theCompany's foreign subsidiaries used operating loss carryforwardsto credit the current provision for income taxes by $2.0, $1.9, and$2.0, respectively. Certain other foreign operations generated lossesduring 2004, 2003 and 2002 for which the potential tax benefit wasreduced by a valuation allowance. At December 31, 2004, the Company hadtax loss carryforwards of approximately $932.1 of which $427.0 areforeign and $505.1 are domestic. Of the domestic losses, $94.9represents tax losses generated by the Company from March 26, 2004 toDecember 31, 2004 and $410.2 represents losses of the Company notanticipated to be absorbed by the MacAndrews and Forbes Group inaccordance with the Internal Revenue Code of 1986 (as amended, the"Code") and the Treasury regulations issuedthereunder. The losses expire in future years as follows: 2005-$42.6;2006-$60.9; 2007-$127.7; 2008-$190.7; 2009 and beyond-$260.0; andunlimited-$250.2. The Company could receive the benefit of such taxloss carryforwards only to the extent it has taxable income during thecarryforward periods in the applicable tax jurisdictions. As a resultof the closing of the Revlon Exchange Transactions, as of the end ofthe day on March 25, 2004, Revlon Inc., Products Corporation and itsU.S. subsidiaries were no longer included in the MacAndrews &Forbes Group for federal income tax purposes. The Code and the Treasuryregulations issued thereunder govern both the calculation of the amountand allocation 

F-30

----

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

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

12.    Savings Plan and Post-retirement Benefits

Savings Plan

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

Pension:

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

Other Post-retirementBenefits:

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

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

F-31

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

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

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

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

F-32

----

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

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

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

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

|                                     |  |                       |         |                               |  |        |         |         |  |        |         |         |  |        |         |        |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|-----------------------|---------|-------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | PensionPlans          |         | Other Post-retirementBenefits |
|                                |  | Year EndedDecember31, |
|                                |  | 2004                  |         | 2003                          |  | 2002   |         | 2004    |  | 2003   |         | 2002    |
| Servicecost                         |  | $                     | 9.9     |                          |  | $      | 11.8    |    |  | $      | 8.6     |    |  | $      | 0.1     |   |  | $      | 0.3     |    |  | $      | 2.1     |    |
| Interestcost                        |  |                  | 30.6    |                          |  |   | 29.2    |    |  |   | 28.9    |    |  |   | 0.8     |   |  |   | 1.0     |    |  |   | 0.8     |    |
| Expectedreturn on planassets        |  |                  | (24.7   | )                        |  |   | (21.3   | )  |  |   | (24.7   | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost    |  |                  | (0.6    | )                        |  |   | (0.8    | )  |  |   | (1.2    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof net transitionasset  |  |                  | (0.1    | )                        |  |   | (0.1    | )  |  |   | (0.1    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof actuarial loss(gain) |  |                  | 9.6     |                          |  |   | 9.5     |    |  |   | 2.9     |    |  |   | — |   |  |   | (0.1    | )  |  |   | (0.1    | )  |
| Settlementloss                      |  |                  | — |                          |  |   | — |    |  |   | — |    |  |   | — |   |  |   | — |    |  |   | — |    |
| Curtailmentloss                     |  |                  | — |                          |  |   | — |    |  |   | — |    |  |   | — |   |  |   | — |    |  |   | — |    |
|                                |  |                  | 24.7    |                          |  |   | 28.3    |    |  |   | 14.4    |    |  |   | 0.9     |   |  |   | 1.2     |    |  |   | 2.8     |    |
| Portionallocated toHoldings         |  |                  | (0.1    | )                        |  |   | (0.3    | )  |  |   | (0.3    | )  |  |   | — |   |  |   | — |    |  |   | — |    |
|                                |  | $                     | 24.6    |                          |  | $      | 28.0    |    |  | $      | 14.1    |    |  | $      | 0.9     |   |  | $      | 1.2     |    |  | $      | 2.8     |    |
|                                     |

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

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

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

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

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

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

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

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

|                           |  |              |  |  |  |  |
|---------------------------|--|--------------|--|--|--|--|
|                      |  | TargetRanges |
| AssetCategory:            |  |
| Equitysecurities          |  | 37%- 48%     |
| Fixed incomesecurities    |  | 20% - 30%    |
| Realestate                |  | 0% - 7%      |
| Cash and otherinvestments |  | 8% - 18%     |
| Globalbalanced strategies |  | 10% -25%     |
|                           |

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

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

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

The Investment Committee for theCompany's pension plans allows its investment managers to usederivatives to reduce risk exposures or to replicate exposures of aparticular asset class, but does not allow the use of derivatives forspeculative purposes.

Contributions:

The Companyexpects to contribute approximately $23.3 to its pension plans and $1.0to other post-retirement benefit plans in 2005.

EstimatedFuture Benefit Payments:

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

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

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13.    Stock Compensation Plan

Revlon, Inc. has a stock-based compensation plan, the Stock Plan.Products Corporation applies APB Opinion No. 25 and its relatedinterpretations in accounting for the Stock Plan. Under APB Opinion No.25, because the exercise price of employee stock options under theStock Plan equals the market price of the underlying stock on the dateof grant, no compensation cost has been recognized. The fair value ofeach option grant is estimated on the date of the grant using theBlack-Scholes option-pricing model assuming no dividend yield, expectedvolatility of approximately 69% in 2004, 70% in 2003 and71% in 2002; weighted average risk-free interest rate of3.95% in 2004, 3.72% in 2003, and 3.86% in 2002;and a seven-year expected average life for the Stock Plan'soptions issued in 2004, 2003 and 2002.

On June 4, 2004, theStock Plan was amended and restated to, among other things, increasethe number of shares available for grant and to reduce the maximum termof the option grants to 7 years. Awards may be granted to employees anddirectors of Revlon, Inc., and its subsidiaries, including the Company,for up to an aggregate of 40,650,000 shares of Revlon Class A CommonStock, of which up to 5,935,000 shares may be issued as restrictedstock. Non-qualified options granted under the Stock Plan are grantedat prices that equal or exceed the market value of Revlon Class ACommon Stock on the grant date and have a term of 7 years (optiongrants under the Stock Plan prior to June 4, 2004 have a term of 10years). Option grants vest over service periods that range from one tofive years. Certain option grants contain provisions that allow foraccelerated vesting if the Revlon Class A Common Stock closing priceequals or exceeds amounts ranging from $30.00 to $40.00 per share.Additionally, certain option grants made by Revlon, Inc. to itsemployees vest upon a "change in control" asdefined in the respective stock option agreements.

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

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

Asummary of the status of the Stock Plan as of December 31, 2004, 2003and 2002 and changes during the years then ended is presentedbelow:

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

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The weighted average grant datefair value of options granted during 2004, 2003 and 2002 approximated$2.08, $2.03 and $2.65, respectively.

The following tablesummarizes information about the Stock Plan's optionsoutstanding, at December 31, 2004:

|                         |  |                          |          |                                 |  |                                |        |                          |  |                                |        |        |  |        |          |        |  |        |        |        |  |  |
|-------------------------|--|--------------------------|----------|---------------------------------|--|--------------------------------|--------|--------------------------|--|--------------------------------|--------|--------|--|--------|----------|--------|--|--------|--------|--------|--|--|
|                    |  | Outstanding              |          | Exercisable                     |
| Rangeof Exercise Prices |  | Number of Options(000's) |          | Weighted Average YearsRemaining |  | Weighted Average ExercisePrice |        | Number of Options(000's) |  | Weighted Average ExercisePrice |
| $2.31to$3.78            |  |                     | 26,581.7 |                            |  |                           | 6.48   |                     |  | $                              | 3.07   |   |  |   | 7,297.8  |   |  | $      | 3.15   |   |
| 3.82to6.88              |  |                     | 1,603.7  |                            |  |                           | 6.88   |                     |  |                           | 4.89   |   |  |   | 832.8    |   |  |   | 5.31   |   |
| 7.06to15.00             |  |                     | 1,536.1  |                            |  |                           | 5.00   |                     |  |                           | 9.76   |   |  |   | 1,224.9  |   |  |   | 10.01  |   |
| 18.50to50.75            |  |                     | 1,060.2  |                            |  |                           | 2.79   |                     |  |                           | 36.65  |   |  |   | 1,060.2  |   |  |   | 36.65  |   |
| 2.31to50.75             |  |                     | 30,781.7 |                            |  |                           |   |                     |  |                           |   |   |  |   | 10,415.7 |   |  |   |   |   |
|                         |

TheStock Plan also allows for awards of restricted stock to employees anddirectors of Revlon, Inc. and its subsidiaries, including ProductsCorporation. The restricted stock awards vest over service periods thatrange from two to five years. Certain restricted stock awards containprovisions that allow for accelerated vesting if the Revlon Class ACommon Stock closing price equals or exceeds amounts ranging from$20.00 to $30.00 per share. In 2004, 2003 and 2002, Revlon, Inc.granted 4,495,000, 200,000 and 1,565,000 shares, respectively, ofrestricted stock under the Stock Plan with weighted average fairvalues, based on the market price of Revlon Class A Common Stock on thedates of grant, of $3.03, $3.01 and $3.94, respectively. At December31, 2004 and 2003, there were 5,327,500 and 1,440,000 shares,respectively, of restricted stock outstanding and unvested under theStock Plan.

On February 17, 2002, Revlon, Inc. adopted theRevlon, Inc. 2002 Supplemental Stock Plan (the"Supplemental Stock Plan"), the purpose ofwhich is to provide the Company's President and Chief ExecutiveOfficer, the sole eligible participant, with inducement awards toentice him to join the Company to enhance the Company's long-termperformance and profitability. The Supplemental Stock Plan covers530,000 shares of the Revlon Class A Common Stock. Awards may be madeunder the Supplemental Stock Plan in the form of stock options, stockappreciation rights and restricted or unrestricted stock. On February17, 2002, the Compensation Committee granted the President and ChiefExecutive Officer an Award of 530,000 restricted shares of Revlon ClassA Common Stock, the full amount of the shares of Revlon Class A CommonStock issuable under the Supplemental Stock Plan. The terms of theSupplemental Stock Plan and the foregoing grant of restricted shares tothe President and Chief Executive Officer are substantially the same asthe Stock Plan and the February 2002 grant of 470,000 restricted sharesto him under such plan. Pursuant to the terms of the Supplemental StockPlan, such grant was made conditioned upon his execution of theCompany's standard Employee Agreement as to Confidentiality andNon-Competition.

No dividends will be paid on unvestedrestricted stock, provided, however, that in connection with the 2002grants to the Company's President and Chief Executive Officer of470,000 shares of restricted stock under the Stock Plan and 530,000shares of restricted stock under the Supplemental Stock Plan (of whichan aggregate 750,000 shares remained unvested at December 31, 2004), inthe event any cash or in-kind distributions are made in respect ofRevlon Common Stock prior to the lapse of the restrictions on suchshares, such dividends will be held by the Company and paid to Mr.Stahl when and if such restrictions lapse.

The Company amortizesamounts related to restricted stock awards using the straight-linemethod over the vesting period as compensation expense and recordedexpense of $5.2, $2.2 and $1.7 during 2004, 2003 and 2002,respectively, and deferred compensation of $12.5 and $4.2 at December31, 2004 and 2003, respectively, related to the restricted stockawards.

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14.    Comprehensive Loss

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

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

15.    RelatedParty Transactions

As of December 31, 2004, MacAndrews &Forbes beneficially owned shares of Revlon Common Stock havingapproximately 77.2% of the combined voting power of theoutstanding shares of Revlon Common Stock. Revlon, Inc. in turndirectly owns all 5,260 outstanding shares of ProductsCorporation's common stock. As a result, MacAndrews & Forbesis able to elect the entire Board of Directors of Revlon, Inc. andProducts Corporation and control the vote on all matters submitted to avote of Revlon, Inc.'s and Products Corporation'sstockholders. MacAndrews & Forbes is wholly owned by Ronald O.Perelman, Chairman of Revlon, Inc.'s Board of Directors.

Transfer Agreements

In June 1992, Revlon, Inc. and ProductsCorporation entered into an asset transfer agreement with RevlonHoldings and certain of its wholly-owned subsidiaries, and Revlon, Inc.and Products Corporation entered into a real property asset transferagreement with Revlon Holdings, and pursuant to such agreements, onJune 24, 1992 Revlon Holdings transferred assets to ProductsCorporation and Products Corporation assumed all of the liabilities ofRevlon Holdings, other than certain specifically excluded assets andliabilities (the liabilities excluded are referred to as the"Excluded Liabilities"). Certain consumerproducts lines sold in demonstrator-assisted distribution channelsconsidered not integral to Revlon, Inc.'s business and thathistorically had not been profitable and certain other assets andliabilities were retained by Revlon Holdings. Revlon Holdings agreed toindemnify Revlon, Inc. and Products Corporation against losses arisingfrom the Excluded Liabilities, and Revlon, Inc. and ProductsCorporation agreed to indemnify Revlon Holdings against losses arisingfrom the liabilities assumed by Products Corporation. The amountsreimbursed by Revlon Holdings to Products Corporation for the ExcludedLiabilities for 2004, 2003 and 2002 were $0.2, $0.3 and $0.5,respectively.

Certain assets and liabilities relating todivested businesses were transferred to Products Corporation on thetransfer date and any remaining balances as of December 31 of theapplicable year have been reflected in the Company's ConsolidatedBalance Sheets as of such dates. At December 31, 2004 and 2003, theamounts reflected in the Company's Consolidated Balance Sheetsaggregated a net liability of nil and $16.4, respectively, all of whichwere included in other long-term liabilities.

ReimbursementAgreements

Revlon, Inc., Products Corporation and MacAndrews& Forbes Inc. have entered into reimbursement agreements (the"Reimbursement Agreements") pursuant to which(i) MacAndrews & Forbes Inc. is obligated to provide (directly orthrough affiliates) certain professional and administrative services,

F-38

----

including employees, to Revlon, Inc. and itssubsidiaries, including Products Corporation, and purchase servicesfrom third party providers, such as insurance, legal and accountingservices and air transportation services, on behalf of Revlon, Inc. andits subsidiaries, including Products Corporation, to the extentrequested by Products Corporation, and (ii) Products Corporation isobligated to provide certain professional and administrative services,including employees, to MacAndrews & Forbes Inc. (and itsaffiliates) and purchase services from third party providers, such asinsurance and legal and accounting services, on behalf of MacAndrews& Forbes Inc. (and its affiliates) to the extent requested byMacAndrews & Forbes Inc., provided that in each case theperformance of such services does not cause an unreasonable burden toMacAndrews & Forbes Inc. or Products Corporation, as the case maybe. Products Corporation reimburses MacAndrews & Forbes Inc. forthe allocable costs of the services purchased for or provided toProducts Corporation and its subsidiaries and for reasonableout-of-pocket expenses incurred in connection with the provision ofsuch services. MacAndrews & Forbes Inc. (or such affiliates)reimburses Products Corporation for the allocable costs of the servicespurchased for or provided to MacAndrews & Forbes Inc. (or suchaffiliates) and for the reasonable out-of-pocket expenses incurred inconnection with the purchase or provision of such services. Each ofRevlon, Inc. and Products Corporation, on the one hand, and MacAndrews& Forbes Inc., on the other, has agreed to indemnify the otherparty for losses arising out of the provision of services by it underthe Reimbursement Agreements other than losses resulting from itswillful misconduct or gross negligence. The Reimbursement Agreementsmay be terminated by either party on 90 days' notice. ProductsCorporation does not intend to request services under the ReimbursementAgreements unless their costs would be at least as favorable toProducts Corporation as could be obtained from unaffiliated thirdparties. Revlon, Inc. and Products Corporation participate inMacAndrews & Forbes' directors and officers liabilityinsurance program, which covers Revlon, Inc. and Products Corporation,as well as MacAndrews & Forbes and its other affiliates. The limitsof coverage are available on an aggregate basis for losses to any orall of the participating companies and their respective directors andofficers. Revlon, Inc. and Products Corporation reimburse MacAndrews& Forbes for their allocable portion of the premiums for suchcoverage, which the Company believes, is more favorable than thepremiums Products Corporation would pay were it to secure stand-alonecoverage. The amounts paid by Revlon, Inc. and Products Corporation toMacAndrews & Forbes for premiums are included in the amounts paidunder the Reimbursement Agreements. The net amounts reimbursable by(payable to) MacAndrews & Forbes Inc. to (by) Products Corporationfor the services provided under the Reimbursement Agreements for 2004,2003 and 2002, were $1.0, $(2.7) and $0.8, respectively.

TaxSharing Agreements

As a result of the closing of the RevlonExchange Transactions, as of the end of March 25, 2004, Revlon, Inc.,Products Corporation and their U.S. subsidiaries were no longerincluded in the MacAndrews & Forbes Group for federal income taxpurposes. The MacAndrews & Forbes Tax Sharing Agreement will remainin effect solely for taxable periods beginning on or after January 1,1992, through and including March 25, 2004. In these taxable periods,Revlon, Inc. and Products Corporation were included in the MacAndrews& Forbes Group, and Revlon, Inc.'s and ProductsCorporation's federal taxable income and loss were included insuch group's consolidated tax return filed by MacAndrews &Forbes Holdings. Revlon, Inc. and Products Corporation were alsoincluded in certain state and local tax returns of MacAndrews &Forbes Holdings or its subsidiaries. In June 1992, Revlon Holdings,Revlon, Inc., Products Corporation and certain of its subsidiaries, andMacAndrews & Forbes Holdings entered into the MacAndrews &Forbes Tax Sharing Agreement, pursuant to which MacAndrews & ForbesHoldings agreed to indemnify Revlon, Inc. and Products Corporationagainst federal, state or local income tax liabilities of theMacAndrews & Forbes Group (other than in respect of Revlon, Inc.and Products Corporation) for taxable periods beginning on or afterJanuary 1, 1992 during which Revlon, Inc. and Products Corporation or asubsidiary of Products Corporation was a member of such group. Pursuantto the MacAndrews & Forbes Tax Sharing Agreement, for all suchtaxable periods, Products Corporation was required to pay to Revlon,Inc., which in turn was required to pay to Revlon Holdings, amountsequal to the taxes that Products Corporation would otherwise have hadto pay if it were to file separate federal, state or local income taxreturns (including any amounts determined to be due as a result of aredetermination arising from an audit or otherwise of the consolidatedor combined tax liability relating 

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to any such period which was attributable toProducts Corporation), except that Products Corporation was notentitled to carry back any losses to taxable periods ending prior toJanuary 1, 1992. No payments were required by Products Corporation orRevlon, Inc. if and to the extent Products Corporation was prohibitedunder the terms of its 2004 Credit Agreement from making tax sharingpayments to Revlon, Inc. The 2004 Credit Agreement prohibits ProductsCorporation from making such tax sharing payments under the MacAndrews& Forbes Tax Sharing Agreement other than in respect of state andlocal income taxes. The MacAndrews & Forbes Tax Sharing Agreementwas amended, effective as of January 1, 2001, to eliminate a contingentpayment to Revlon, Inc. under certain circumstances in return for a $10million note with interest at 12% and interest and principalpayable by MacAndrews & Forbes Holdings on December 31, 2005. As aresult of tax net operating losses and prohibitions under the 2004Credit Agreement, there were no federal tax payments or payments inlieu of taxes pursuant to the MacAndrews & Forbes Tax SharingAgreement in respect of 2004, 2003 and 2002.

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

**Fortransactions with MacAndrews & Forbes in connection with the 2003and 2004 loan agreements with MacAndrews & Forbes, the DebtReduction Transactions, the Revlon Exchange Transactions and the 2004and 2003 Investment Agreements, see Note 9 to the ConsolidatedFinancial Statements.**

Other

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

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

The 2004 Credit Agreement is, andprior to the redemption of all Product Corporation's outstanding12% Senior Secured Notes in July and August 2004, the 12%Senior Secured Notes were, supported by, among other things, guarantiesfrom Revlon, Inc. and, subject to certain limited exceptions, all ofthe domestic subsidiaries of Products Corporation. The obligationsunder such guaranties are and were secured by, among other things, thecapital stock of Products Corporation and, subject to certain limitedexceptions, the capital stock of all of Products Corporation'sdomestic subsidiaries and 66% of the capital stock of ProductsCorporation's and its domestic subsidiaries' first-tierforeign subsidiaries. In connection 

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with the Revlon Exchange Transactions, onFebruary 11, 2004, Revlon, Inc. entered into supplemental indenturespursuant to which it agreed to guarantee the obligations of ProductsCorporation under the indentures governing Products Corporation's8 1/8% Senior Notes, 9% Senior Notes and8 5/8% Senior Subordinated Notes. (See"Subsequent Events" in Note 19 to theConsolidated Financial Statements.)

In March 2002, prior to thepassage of the Sarbanes-Oxley Act of 2002, Products Corporation made anadvance of $1.8 to Mr. Stahl, the Company's President and CEO,pursuant to his employment agreement, which was entered into inFebruary 2002, for tax assistance related to a grant of restrictedstock provided to Mr. Stahl pursuant to such agreement, which loanbears interest at the applicable federal rate. In May 2002, prior tothe passage of the Sarbanes-Oxley Act of 2002, Products Corporationmade an advance of $2.0 to Mr. Stahl pursuant to his employmentagreement in connection with the purchase of his principal residence inthe New York City metropolitan area, which loan bears interest at theapplicable federal rate. Mr. Stahl repaid $0.1, $0.1 and $0.1 of suchloan during 2004, 2003 and 2002, respectively. Pursuant to hisemployment agreement, Mr. Stahl receives from Products Corporationadditional compensation payable on a monthly basis equal to the amountactually paid by him in respect of interest and principal on such $2.0advance, which for 2004, 2003 and 2002 was $0.1, $0.1 and $0.1,respectively. Products Corporation also pays Mr. Stahl a gross up forany taxes payable by Mr. Stahl as a result of such additionalcompensation, which tax gross up amount was $0.1, $0.1 and $0.1 in2004, 2003 and 2002, respectively.

During 2000, prior to thepassage of the Sarbanes-Oxley Act of 2002, Products Corporation made anadvance of $0.8 to Mr. Douglas Greeff, the Company's formerExecutive Vice President Strategic Finance, pursuant to his employmentagreement, which loan bears interest at the applicable federal rate andwas payable in 5 equal annual installments on each of May 9, 2001,2002, 2003, 2004, and on May 9, 2005. Mr. Greeff repaid $0.2, $0.2 and$0.2 during 2004, 2003 and 2002, respectively. Pursuant to hisemployment agreement, Mr. Greeff was entitled to receive bonuses fromProducts Corporation, payable on each May 9th commencing on May 9, 2001and ending on May 9, 2005, in each case equal to the sum of theprincipal and interest on the advance repaid in respect of such year byMr. Greeff, provided that he remained employed by Products Corporationon each such May 9th, which bonus installments were paid toMr. Greeff in each of May 2004, 2003 and 2002. Pursuant to the terms ofMr. Greeff's separation agreement, as a result of the fact thatMr. Greeff ceased employment in February 2005, Mr. Greeff is scheduledto repay the remaining amount of the 2000 Loan by May 9, 2005 andProducts Corporation is expected to pay the final bonus installment toMr. Greeff on or about May 9, 2005.

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

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

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

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

Products Corporation employed Mr. Drapkin's daughterin a marketing position through June 2004, with compensation paid ineach of 2004, 2003 and 2002 of less than $0.1.

During 2004 and2003, Products Corporation paid $1.0 and $0.1, respectively, to anationally-recognized security services company in which MacAndrews& Forbes has a controlling interest for 

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security officer services. ProductsCorporation's decision to engage such firm was based upon itsexpertise in the field of security services, and the rates werecompetitive with industry rates for similarly situated securityfirms.

16.    Commitments and Contingencies

TheCompany currently leases manufacturing, executive, including researchand development, and sales facilities and various types of equipmentunder operating and capital lease agreements. Rental expense was $19.4,$27.2 and $27.5 for the years ended December 31, 2004, 2003 and 2002,respectively. Minimum rental commitments under all noncancelableleases, including those pertaining to idled facilities, with remaininglease terms in excess of one year from December 31, 2004 aggregated$151.4; such commitments for each of the five years subsequent toDecember 31, 2004 are $17.1, $16.5, $18.0, $16.8 and $14.8,respectively. Such amounts exclude the minimum rentals to be receivedby the Company in the future under noncancelable subleases of $0.3.

The Company and its subsidiaries are defendants in litigation andproceedings involving various matters. In the opinion of theCompany's management, based upon advice of its counsel handlingsuch litigation and proceedings, adverse outcomes, if any, will notresult in a material effect on the Company's consolidatedfinancial condition or results of operations.

The Company isinvolved in various routine legal proceedings incident to the ordinarycourse of its business. The Company believes that the outcome of allpending legal proceedings in the aggregate is unlikely to have amaterial adverse effect on the business or consolidated financialcondition of the Company.

17.    Quarterly Results ofOperations (Unaudited)

The following is a summary of theunaudited quarterly results ofoperations:

|                     |  |                            |       |             |  |            |       |             |  |        |       |         |  |        |       |        |  |  |
|---------------------|--|----------------------------|-------|-------------|--|------------|-------|-------------|--|--------|-------|---------|--|--------|-------|--------|--|--|
|                |  | YearEnded December 31,2004 |
|                |  | 1stQuarter                 |       | 2nd Quarter |  | 3rdQuarter |       | 4th Quarter |
| Netsales            |  | $                          | 308.4 |        |  | $          | 316.1 |        |  | $      | 294.4 |    |  | $      | 378.3 |   |
| Grossprofit         |  |                       | 191.3 |        |  |       | 197.7 |        |  |   | 176.5 |    |  |   | 246.4 |   |
| Net(loss) income(a) |  |                       | (58.3 | )      |  |       | (38.9 | )      |  |   | (91.8 | )  |  |   | 46.2  |   |
|                     |

|             |  |                            |       |             |  |            |       |                 |  |        |       |         |  |        |       |         |  |  |
|-------------|--|----------------------------|-------|-------------|--|------------|-------|-----------------|--|--------|-------|---------|--|--------|-------|---------|--|--|
|        |  | YearEnded December 31,2003 |
|        |  | 1stQuarter                 |       | 2nd Quarter |  | 3rdQuarter |       | 4th Quarter (b) |
| Netsales    |  | $                          | 292.0 |        |  | $          | 322.3 |            |  | $      | 316.5 |    |  | $      | 368.5 |    |
| Grossprofit |  |                       | 180.5 |        |  |       | 197.1 |            |  |   | 189.4 |    |  |   | 231.2 |    |
| Netloss     |  |                       | (48.4 | )      |  |       | (38.2 | )          |  |   | (54.7 | )  |  |   | (12.7 | )  |
|             |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | During2004, the Company incurred $90.7 in losses on the early extinguishmentof debt consisting of the loss on exchange for equity of certainindebtedness in the Revlon Exchange Transactions and fees, expenses,premiums and the write-off of deferred financing costs related to theRevlon Exchange Transactions, the tender for and redemption of the12% Senior Secured Notes and the repayment of the 2001 CreditAgreement. |

|     |                                                                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | During 2003the Company recorded expenses of approximately $31 related to theimplementation of the stabilization and growth phase of theCompany's plan. |

18.    Geographic, Financial andOther Information

The Company manages its business on the basisof one reportable operating segment. See Note 1 for a brief descriptionof the Company's business. As of December 31, 2004, the Companyhad operations established in 16 countries outside of the U.S. and itsproducts are sold throughout the world. The Company's results ofoperations and the value of its foreign assets and liabilities may beadversely affected by, among other things, weak economic conditions,political uncertainties, military actions, terrorist 

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activities, adverse currency fluctuations,competitive activities and changes in consumer purchasing habits,including with respect to shopping channels. Net sales by geographicarea are presented by attributing revenues from external customers onthe basis of where the products are sold. During 2004, 2003 and 2002,Wal-Mart and its affiliates worldwide accounted for approximately21.0%, 20.6% and 22.5%, respectively, of theCompany's consolidated net sales. The Company expects thatWal-Mart and a small number of other customers will, in the aggregate,continue to account for a large portion of the Company's netsales. Although the loss of Wal-Mart or one or more of theCompany's other customers that may account for a significantportion of the Company's sales, or any significant decrease insales to these customers or any significant decrease in retail displayspace in any of these customers' stores, could have a materialadverse effect on the Company's business, financial condition orresults of operations, the Company has no reason to believe that anysuch loss of customer or decrease in sales will occur.

GeographicAreas:

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

|                        |  |             |       |        |  |        |       |        |  |        |       |        |  |  |
|------------------------|--|-------------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                   |  | December31, |
|                   |  | 2004        |       | 2003   |  | 2002   |
| Long-livedassets:      |  |
| UnitedStates           |  | $           | 371.3 |   |  | $      | 378.7 |   |  | $      | 375.2 |   |
| Canada                 |  |        | 4.2   |   |  |   | 3.9   |   |  |   | 3.5   |   |
| UnitedStates andCanada |  |        | 375.5 |   |  |   | 382.6 |   |  |   | 378.7 |   |
| International          |  |        | 79.2  |   |  |   | 79.8  |   |  |   | 74.6  |   |
|                   |  | $           | 454.7 |   |  | $      | 462.4 |   |  | $      | 453.3 |   |
|                        |

Classesof SimilarProducts:

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

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19.    Subsequent Events(Unaudited)

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

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

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

The 91⁄2% Senior Notes Indenture containscovenants which, subject to certain exceptions, limit the ability ofProducts Corporation and its subsidiaries to, among other things, incuradditional indebtedness, pay dividends on or redeem or repurchasestock, engage in certain asset sales, make certain types of

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investments and other restricted payments,engage in transactions with affiliates, restrict dividends or paymentsfrom subsidiaries and create liens on their assets. The91⁄2% Senior Notes Indenture contains customary events ofdefault.

In connection with the issuance of the91⁄2% Senior Notes, on March 16, 2005, Products Corporationentered into a Registration Agreement (the"91⁄2% Senior Notes RegistrationAgreement") with the Initial Purchasers for the benefit ofholders of the 91⁄2% Senior Notes. Pursuant to the91⁄2% Senior Notes Registration Agreement, among otherthings, Products Corporation agreed that it will, at its cost, (i) bythe 90th day after the closing of the offering of the 91⁄2%Senior Notes (or June 14, 2005), file a registration statement with theCommission with respect to a registered offer to exchange the91⁄2% Senior Notes for exchange notes (the"91⁄2% Exchange Notes"), whichwill have terms substantially identical in all material respects to the91⁄2% Senior Notes (except that the 91⁄2%Exchange Notes will not contain terms with respect to registrationrights, transfer restrictions and interest rate increases) and (ii) bythe 180th day after the closing of the offering of the91⁄2% Senior Notes (or September 12, 2005), use its bestefforts to cause the exchange offer registration statement to bedeclared effective under the Securities Act of 1933, as amended (the"Securities Act"). Products Corporationagreed to keep the exchange offer open for not less than 30 days (orlonger if required by applicable law) after the date notice of theexchange offer is mailed to the holders of the 91⁄2% SeniorNotes. In addition, Products Corporation agreed that, in the event thatapplicable interpretations of the staff of the Commission do not permitProducts Corporation to effect such an exchange offer, or if for anyother reason the exchange offer is not consummated by the 210th dayafter the closing of the offering of the 91⁄2% Senior Notes(or October 12, 2005), it will, at its cost, (a) as promptly aspracticable, file a shelf registration statement covering resales ofthe 91⁄2% Senior Notes, (b) use its best efforts to causethe shelf registration statement to be declared effective under theSecurities Act and (c) use its best efforts to keep effective the shelfregistration statement until two years after its effective date.Products Corporation also agreed that, if by the 90th day following theclosing of the offering of the 91⁄2% Senior Notes (or June14, 2005), a registration statement has not been filed with theCommission with respect to the exchange offer or the resale of the91⁄2% Senior Notes, the rate per annum at which the91⁄2% Senior Notes bear interest will increase by0.5% from and including such date, until but excluding theearlier of (i) the date such registration statement is filed and (ii)the 210th day after the closing of the offering of the91⁄2% Senior Notes (or October 12, 2005); and if by suchdate, neither (i) the exchange offer is consummated nor (ii) the shelfregistration statement is declared effective, the rate per annum atwhich the 91⁄2% Senior Notes bear interest will increase by0.5% from and including such date, until but excluding theearlier of (i) the consummation of the exchange offer and (ii) theeffective date of a shelf registrationstatement.

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ScheduleII

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2004,2003 and 2002 (dollars inmillions)

|                                                 |  |                             |        |                             |  |                  |        |                       |  |        |        |           |  |        |        |        |  |  |
|-------------------------------------------------|--|-----------------------------|--------|-----------------------------|--|------------------|--------|-----------------------|--|--------|--------|-----------|--|--------|--------|--------|--|--|
|                                            |  | Balanceat Beginning of Year |        | Charged to Cost andExpenses |  | Other Deductions |        | Balance at Endof Year |
| **Year ended December 31,2004:**                |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Appliedagainst assetaccounts:                   |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Allowancefor doubtful accounts                  |  | $                           | 7.7    |                        |  | $                | (1.6   | )                |  | $      | (0.5)  | (1)  |  | $      | 5.6    |   |
| Allowance for volume andearly payment discounts |  | $                           | 11.7   |                        |  | $                | 47.4   |                  |  | $      | (45.7) | (2)  |  | $      | 13.4   |   |
| **Yearended December 31,2003:**                 |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Appliedagainst assetaccounts:                   |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Allowancefor doubtful accounts                  |  | $                           | 15.8   |                        |  | $                | 3.2    |                  |  | $      | (11.3) | (1)  |  | $      | 7.7    |   |
| Allowance for volume andearly payment discounts |  | $                           | 8.2    |                        |  | $                | 40.4   |                  |  | $      | (36.9) | (2)  |  | $      | 11.7   |   |
| **Yearended December 31,2002:**                 |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Appliedagainst assetaccounts:                   |  |                        |   |                        |  |             |   |                  |  |   |   |      |  |   |   |   |
| Allowancefor doubtful accounts                  |  | $                           | 8.3    |                        |  | $                | 9.5    |                  |  | $      | (2.0)  | (1)  |  | $      | 15.8   |   |
| Allowance for volume andearly payment discounts |  | $                           | 7.1    |                        |  | $                | 31.7   |                  |  | $      | (30.6) | (2)  |  | $      | 8.2    |   |
|                                                 |

|  |
|--|
|  |  |
|  |

Notes:

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

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

F-46

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SIGNATURES

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

Revlon Consumer Products Corporation(Registrant)

|                                                           |  |                                                                    |  |                                                                 |  |  |  |  |  |  |
|-----------------------------------------------------------|--|--------------------------------------------------------------------|--|-----------------------------------------------------------------|--|--|--|--|--|--|
| By: /s/Jack L. Stahl                                      |  | By: /s/ Thomas E. McGuire                                          |  | By: /s/ JohnF. Matsen, Jr.                                      |
|                                            |  |                                                     |  |                                                  |
| JackL. StahlPresident, Chief ExecutiveOfficer andDirector |  | Thomas E. McGuireExecutive VicePresident andChiefFinancial Officer |  | John F. Matsen, Jr.Senior Vice Presidentand CorporateController |
|                                                           |

Dated: April 12, 2005

Pursuant to the requirements of the Securities Exchange Actof 1934, this report has been signed by the following persons on behalfof the Registrant on April 12, 2005 and in the capacitiesindicated.

|                                                               |  |                                                                        |  |  |  |  |
|---------------------------------------------------------------|--|------------------------------------------------------------------------|--|--|--|--|
| Signature                                                     |  | Title                                                                  |
| *______________________________(RonaldO. Perelman)            |  | Chairman of theBoard andDirector                   |
| *______________________________(BarryF.Schwartz)              |  | Director                                           |
| *______________________________(DonaldG. Drapkin)             |  | Director                                           |
| /s/Jack L. Stahl______________________________ (Jack L.Stahl) |  | President, Chief Executive Officer andDirector     |
| *______________________________(AlanS. Bernikow)              |  | Director                                           |
| *______________________________(Edward J.Landau)              |  | Director                                           |
|                                                               |

*Robert K. Kretzman, by signing his name hereto, does hereby sign thisreport on behalf of the directors of the registrant after whose typednames asterisks appear, pursuant to powers of attorney duly executed bysuch directors and filed with the Securities and ExchangeCommission.

By: /s/ Robert K. Kretzman

______________________________

RobertK. Kretzman Attorney-in-fact

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