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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________
Commission file number 1-11178
Full title of the plan and the address of the plan, if
different from that of the issuer named below.
Revlon Employees' Savings, Investment and Profit Sharing Plan
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REVLON, INC.
625 Madison Avenue
New York, N.Y. 10022
212-527-4000
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REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
INDEX
Page(s)
-------
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 2002 and 2001 3
Notes to Financial Statements 4-11
Supplemental Schedules*:
I Schedule of Assets (Held
At End of Year) as of December 31, 2002 12
II Schedule of Reportable Transactions
For the Year Ended December 31, 2002 13
Signatures 14
* All other schedules required by the Department of Labor's Rules and
regulations for reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because there is no information to
report.
-------------
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Revlon Employees' Savings, Investment
and Profit Sharing Plan:
We have audited the accompanying statements of Net Assets Available for Benefits
of the Revlon Employees' Savings, Investment and Profit Sharing (the "Plan") as
of December 31, 2002 and 2001 and the related Statements of Changes in Net
Assets Available for Benefits for the years ended December 31, 2002 and 2001.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the years ended December 31, 2002 and 2001, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion of the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) as of December 31, 2002, and series of reportable
transactions for the year ended December 31, 2002 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Mitchell & Titus, LLP
-----------------------------
New York, New York
June 5, 2003
1
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31,
---------------------------------------
2002 2001
---------------- ------------------
Investments, at fair value:
Equity securities
(Cost, $55,343,732 in 2002 and
$91,042,449 in 2001) $45,830,158 $69,960,617
Fixed income securities
(Cost, $2,411,830 in 2002 and
$1,341,249 in 2001) 2,383,556 1,162,646
Asset Allocation Funds
(Cost, $9,275,836 in 2002 and
$11,543,272 in 2001) 9,248,359 10,007,044
Investment contracts, at contract value 34,206,431 31,099,158
---------------- ------------------
Total investments 91,668,504 112,229,465
---------------- ------------------
Receivables:
Loans to participants 2,101,438 2,441,662
Employer's contributions 66,526 76,637
Employees' contributions 132,178 213,548
Accrued interest 10,397 18,286
---------------- ------------------
Total receivables 2,310,539 2,750,133
---------------- ------------------
Net assets available for benefits $93,979,043 $114,979,598
================ ==================
The accompanying notes are an integral part of these
financial statements.
2
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31,
------------------------------------------
2002 2001
----------------- ------------------
Investment income:
Dividends $ 443,099 $1,953,746
Interest 1,896,336 2,254,154
----------------- ------------------
Total investment income 2,339,435 4,207,900
----------------- ------------------
Loss on disposal of securities (32,355,887) (6,286,981)
Unrealized appreciation (depreciation) of securities 13,227,333 (13,983,079)
Contributions:
Employees 6,253,699 6,961,823
Employer matching (net forfeitures of $9,009
in 2002 and $10,220 in 2001) 2,261,743 2,507,318
----------------- ------------------
Total contributions 8,515,442 9,469,141
----------------- ------------------
Loan fees (5,115) (7,239)
Distributions and withdrawals (12,721,763) (20,742,411)
----------------- ------------------
Net change in net assets available for benefits (21,000,555) (27,342,669)
Net assets available for benefits
beginning of year 114,979,598 142,322,267
----------------- ------------------
Net assets available for benefits
end of year $93,979,043 $114,979,598
================= ==================
The accompanying notes are an integral part of these
financial statements.
3
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
NOTE 1 DESCRIPTION OF PLAN
The following description of the Revlon Employees' Savings,
Investment and Profit Sharing Plan (the "Plan") is provided for
general information purposes only. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
(a) GENERAL:
The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA"), as amended.
On June 24, 1992, Revlon Consumer Products Corporation
(hereafter, "Products Corporation" or the "Company"), a
Delaware corporation, formed in April 1992, succeeded to
substantially all of the assets and liabilities of the
cosmetics and skin care, fragrance and personal care
products business of Revlon Holdings Inc., a Delaware
corporation formerly named Revlon, Inc., which in 2002
converted into a Delaware limited liability company known
as Revlon Holdings LLC ("Revlon Holdings"). In connection
with such succession, substantially all of the employees
of Revlon Holdings participating in the Plan were
transferred to Revlon. Products Corporation became the
Plan sponsor effective July 1, 1992.
Effective January 1, 1997, the Plan was amended and
renamed the Revlon Employees' Savings, Investment and
Profit Sharing Plan. A profit sharing component was added
to the Plan, under which eligible employees could receive
a contribution from the Company, provided certain
financial objectives established by the Company at the
beginning of a plan year are met.
(b) ADMINISTRATION OF PLAN:
The Plan administrator is Products Corporation. The Plan
provides that the Board of Directors of Products
Corporation appoints an Administrative Committee to
undertake certain plan administration duties. In addition,
Products Corporation has engaged Putnam Fiduciary Trust
Company ("PFTC") to be the recordkeeper for the Plan.
The Board of Directors of Products Corporation has
appointed an Investment Committee to oversee investment of
the Plan's trust fund and appointed PFTC as the Plan's
trustee. The Investment Committee has appointed New
England Pension Consultants, an independent registered
financial advisor, as a financial advisor and a Plan
fiduciary to advise the Plan's Investment Committee
regarding the selection of the funds available to
participants under the Plan. PFTC has also been engaged by
Products Corporation as the manager responsible for asset
allocation under the RetirementReady Portfolios (as
defined below).
(c) PLAN INVESTMENTS:
Effective November 5, 2002, the Plan was revised to add
seven new mutual funds and nine "ready-mixed"
RetirementReady Portfolios which allocate a participant's
investment among selected funds (the "RetirementReady
Portfolios") and to eliminate eight funds from the Plan's
available investment choices.
As of December 31, 2002, the Plan investments consisted
of: (1) ten mutual funds, each with various investment and
income objectives, (2) the Employee Stock Fund, consisting
solely of Revlon, Inc. Class A Common Stock ("Company
Stock") and (3) nine RetirementReady Portfolios, seeking
returns using an investment allocation among the available
funds based upon each RetirementReady Portfolio's
designated target retirement date.
4
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
The ten mutual funds offered under the Plan are: The
Artisan Mid Cap Fund, The Putnam Voyager Fund, The Putnam
S&P 500 Index Fund, The Putnam International Growth Fund,
The Morgan Stanley Institutional Fund (MSIF) Emerging
Markets Portfolio, The Undiscovered Managers Small Cap
Value Fund, The Dodge & Cox Stock Fund, The PIMCO Total
Return Fund, The PIMCO High Yield Fund, and The Putnam
Stable Value Fund.
The eight funds that were eliminated from the Plan
effective November 5, 2002 are as follows (investments in
any of these funds were converted to one of the funds
offered as of December 31, 2002 as described above):
The Putnam Fund for Growth and Income
The Putnam Investors Fund
The Putnam OTC & Emerging Growth Fund
The Putnam New Opportunities Fund
The Putnam Diversified Income Trust
The Putnam Asset Allocation Growth Fund
The Putnam Asset Allocation Balanced Fund
The Putnam Asset Allocation Conservation Fund
For more detailed information about any of the funds,
including risk factors, participants should refer to the
fund's prospectus.
All employer matching contributions are made in cash and
invested in accordance with each participant's
instructions. Profit sharing contributions are made in the
form of Company Stock, or in cash which is used by the
Plan's trustee to purchase shares of Company Stock.
Effective as of January 1, 2003, profit sharing
contributions are invested in accordance with each
participant's instructions, regardless of the form in
which the contributions are made. Discretionary Employer
Contributions (as defined below) may be made in cash or
Company Stock at the Company's election, or any
combination thereof, and are invested in accordance with
each participant's instructions, regardless of the form in
which the contributions are made.
Employee contributions are deposited in a trust fund and
invested in the investment funds referred to above in
accordance with participant direction.
(d) ELIGIBILITY:
Employees in eligible groups who are at least 18 years of
age can participate in the Plan immediately upon hire or
attainment of age 18, whichever is later. Union employees
are only eligible to participate in the Plan to the extent
specified in their respective union's collective
bargaining agreement with the Company and any of its
participating subsidiaries.
To be eligible for a profit sharing contribution, an
employee must be an eligible employee at the beginning of
a Plan year and must (1) not participate in any other
sales or management incentive program offered by a profit
sharing employer; (2) complete at least 1,000 hours of
service during a Plan year; and (3) be actively employed
by the profit sharing employer on the last day of the Plan
year for which such profit sharing contributions are made.
5
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
As of December 31, 2002 and 2001, 2,674 and 2,666
employees participated in the Plan, respectively.
(e) LOANS TO PARTICIPANTS:
A participant may borrow up to 50% of his or her vested
account balance. The minimum loan is $1,000 and the
maximum is $50,000. Regardless of the amount borrowed, the
participant's request will be reduced by his or her
highest outstanding loan balance in the preceding 12
months. Loans are made from before-tax savings, vested
Company matching contributions and after-tax savings on a
pro-rata basis. Any outstanding loans reduce the amount
available for a new loan as well as the amount that can be
paid to the participant when he or she terminates.
Normally, a participant may have up to two loans
outstanding at a time, but may not obtain more than one
loan in any 12-month period. The interest rate for loans
is determined by the Investment Committee. The repayment
period for these loans may be up to five years or as long
as fifteen years if the loan was used to purchase a
principal residence. Loans, including interest, are repaid
through payroll deductions and are credited to the
individual participant's Plan account according to his or
her current investment elections. Administrative fees
associated with a loan are charged directly to the
participant's account.
(f) CONTRIBUTIONS:
Eligible employees may participate by contributing,
through payroll deductions, up to 16% of their base
salaries, subject to certain income ceiling limitations
and subject to certain maximum contribution restrictions.
Highly compensated employees (which for 2002 and 2001 can
generally be defined as employees with annual earnings of
$85,000 or more) are restricted to a maximum contribution
of 7%. Effective January 1, 2002, participants who will be
age 50 or older at any time during the calendar year may
make additional pre-tax contributions only if they are
contributing the maximum amount allowable under the Plan
for the Plan year.
The Company's matching contributions are equal to 50% of
the employees' contributions up to 6% of their base
salaries. The matching contribution is made in cash and is
invested as directed by each participant. An employee is
permitted to redesignate all or a portion of his or her
account balance in any fund to another fund in multiples
of 5%, at any time other than investments in the Employee
Stock Fund, which may not be traded during certain
restricted periods in accordance with Revlon, Inc.'s
Corporate Policy on Confidentiality of Information and
Securities Trading as in effect from time to time. Such
restricted periods are applicable to all Plan
participants, including all senior executives of the
Company.
The Company may contribute profit sharing contributions
(if any) for non-bonus eligible employees. The amount of
the Company's profit sharing contribution (if any) to a
participant's account is a percentage (the percentage
determined by the Company) of the participant's base pay,
and is contingent upon the Company meeting its financial
objectives for the Plan year.
Effective January 1, 2003 the participant contribution
ceiling was increased from 16% of base salaries to 25% of
base salaries (also subject to certain income ceiling
6
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
limitations and maximum contribution restrictions). Also
effective on this date is a decrease in the percentage
from 5% to 1% in which a participant can redesignate all
or a portion of his or her account balance in any fund to
another fund.
Effective January 1, 2003, the Company may make a
discretionary contribution ("Discretionary Employer
Contributions") to the Plan for a Plan year in any amount
it deems desirable (including no contribution at all) to a
nondiscriminatory group of participants, to be allocated
in a nondiscriminatory manner.
(g) VESTING:
Effective January 1, 2001 the Plan was amended to allow
participants to be fully vested in the Company's matching
contribution after one year of service. Any Discretionary
Employer Contributions will vest on the same schedule as
matching contributions. For the Company's contribution for
the profit sharing component of the Plan prior to January
1, 2003, participants begin vesting at one-third on the
date of each profit sharing contribution, an additional
one-third on the next succeeding January 1 following each
profit sharing contribution, and the remaining one-third
on the next succeeding January 1. In any event, all profit
sharing contributions are 100% fully vested after an
employee completes 5 years of service with the Company.
Effective as of January 1, 2003, a participant's interest
in his or her profit sharing contribution account is fully
vested on the completion of one year of service.
Regardless of years of service, participants become fully
vested upon the earliest of (a) reaching age 65, (b)
termination of employment on account of disability (as
defined in the Plan), (c) death, or (d) termination of the
Plan (see Note 4).
Participants are fully vested at all times with respect to
their own contributions.
Nonvested employer contributions that are forfeited after
an employee terminates are used to reduce subsequent
employer contributions under the Plan and to pay
permissible expenses of Plan administration.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION:
The accompanying financial statements of the Plan have
been prepared on the accrual basis of accounting and
present the net assets available for plan benefits and
changes therein.
(b) USE OF ESTIMATES:
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America requires the Plan's management to make
estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
(c) ADMINISTRATIVE EXPENSES:
Effective December 16, 2002, the Plan has reserved the
right to charge participant accounts the cost of
administering the Plan.
7
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
(d) INVESTMENTS VALUATION:
Investments of the Plan other than investment contracts
are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales
price on the valuation date and securities representing
units of other funds are valued at the net asset value as
reported by such funds on the valuation date. Fixed income
temporary investments are valued at cost which
approximates market value.
(e) INVESTMENT CONTRACTS:
Fully benefit-responsive investment contracts are stated
at contract value whether or not the contracts are issued
by insurance companies. A fully benefit-responsive
investment contract is one that provides a guarantee by a
financially responsible third party of all principal and
previously accrued interest to any participant exercising
his or her right of withdrawal under the terms of the
Plan.
NOTE 3 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500 for
the periods ended December 31, 2002 and December 31, 2001:
December 31,
---------------------------------------
2002 2001
---------------- -----------------
Benefits paid to participants per the
financial statements $12,721,763 $20,742,411
Add: Amounts payable at the end of the
current year 5,863 171,957
Less: Amounts payable at the end
of the prior year (171,957) (575,225)
---------------- -----------------
Benefits paid to participants per the
Form 5500 $12,555,669 $20,339,143
================ =================
8
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
The following is a reconciliation of the net assets available
for benefits per the financial statements to the Form 5500
as of December 31, 2002 and December 31, 2001:
December 31,
-----------------------------------------
2002 2001
------------------ -----------------
Net assets available for
benefits per the financial statements $93,979,043 $114,979,598
Benefit obligations currently payable (5,863) (171,957)
------------------ -----------------
Net assets available for benefits per
the Form 5500 $93,973,180 $114,807,641
================== =================
NOTE 4 PLAN TERMINATION
The Company has the right to amend or terminate the Plan or to
discontinue making its contributions at any time. In the event
that the Plan is terminated, or the Company permanently
discontinues making contributions under the Plan, each
participant would become fully vested in any unvested portion of
the investment funds representing employer contributions.
NOTE 5 DISTRIBUTION OF BENEFITS
Upon termination of employment, a participant is entitled to
receive his or her share of employee contributions and vested
employer contributions, subject to the vesting requirement noted
elsewhere herein.
The Plan permits the participant or the participant's designated
beneficiary to elect to have a distribution paid to the
designated beneficiary due to the participant's death over a
period of two to five years.
NOTE 6 FEDERAL INCOME TAX
The Plan is intended to be a qualified plan as described in
sections 401(a) and 401(k) of the Internal Revenue Code, as
amended (the "Code") and, as such, the trust established
thereunder is intended to be exempt from Federal income taxes
under the provisions of Section 501(a) of the Code. The Company
has received a favorable determination letter from the Internal
Revenue Service dated January 8, 2002, which generally addresses
the qualification of the Plan as amended through June 14, 2001.
In the opinion of the Company in its capacity as Plan
administrator, the Plan continues to be qualified and exempt
from Federal income taxes. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
Accordingly, participants will not be subject to income tax on
employer matching contributions and employee pre-tax
contributions, on the making of a timely rollover contribution
to the Plan, nor on earnings credited to their Plan accounts
until withdrawn or distributed.
NOTE 7 RELATED PARTY TRANSACTIONS
Putnam Retail Management operates certain Plan investments
which are shares of mutual funds. Putnam Fiduciary Trust Company
is the investment manager of the Retirement Ready Portfolios and
is also the Plan's trustee and recordkeeper.
9
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
NOTE 8 INVESTMENTS
Included in the Statements of Net Assets Available for Benefits
as of December 31, 2002 and 2001 were the following investments
each stated at fair value (except Investment Contracts which are
stated at contract value):
December 31,
-------------------------------------
2002 2001
---------------- ----------------
Equity Securities:
Putnam Voyager Fund* $20,053,253 $28,465,620
Putnam International Growth Fund* 4,714,731 6,266,434
Artisan Mid Cap Fund* 5,536,072 -
MSIF Emerging Markets Portfolio 10,077 -
Dodge & Cox Stock Fund* 12,853,126 -
Undiscovered Managers Small Cap
Value Fund 192,570 -
Putnam S&P 500 Fund 244,682 -
Putnam Fund for Growth and Income* - 16,691,402
Putnam Investors Fund - 4,220,714
Putnam OTC & Emerging Growth Fund - 2,938,914
Putnam New Opportunities Fund* - 6,208,438
Revlon Common Stock 2,225,647 5,169,095
---------------- ----------------
$45,830,158 $69,960,617
================ ================
Fixed Income Securities:
PIMCO Total Return Fund $ 2,322,635 $ -
PIMCO High Yield Fund 60,921 -
Putnam Diversified Income Trust - 1,162,646
---------------- ----------------
$ 2,383,556 $ 1,162,646
================ ================
Asset Allocation Funds:
Putnam RetirementReady Portfolio 2045 $ 2,229 $ -
Putnam RetirementReady Portfolio 2040 6,577 -
Putnam RetirementReady Portfolio 2035 3,758 -
Putnam RetirementReady Portfolio 2030 112,146 -
Putnam RetirementReady Portfolio 2025 88,037 -
Putnam RetirementReady Portfolio 2020 2,069,226 -
Putnam RetirementReady Portfolio 2015* 5,365,791 -
Putnam RetirementReady Portfolio 2010 643,920 -
Putnam RetirementReady Portfolio 2005 956,675 -
Putnam Asset Allocation Growth - 2,414,911
Putnam Asset Allocation Balanced* - 6,853,206
Putnam Asset Allocation Conservation - 738,927
---------------- ----------------
$ 9,248,359 $10,007,044
================ ================
Investment Contracts:
Putnam Stable Value Fund (contract value)* (1) $34,206,431 $31,099,158
================ ================
(1)Investors in the Putnam Stable Value Fund are exposed to
credit loss in the event of nonperformance by companies with
whom the investment contracts are placed. However, the
Company, as Plan administrator, does not anticipate
nonperformance by these companies. On the other hand, the
Company cannot give any such assurances that such companies
will, in fact, perform in accordance with such investment
contracts.
* Where amounts are presented, the individual investment
represents 5% or more of net assets available for Plan
benefits for the year presented.
10
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes to Financial Statements December 31, 2002 and 2001
The following table is a summary of the number of shares of each
investment held by the Plan as of December 31, 2002 and 2001:
Number of Shares
---------------------------------
December 31,
---------------------------------
2002 2001
-------------- ---------------
Equity Securities:
Putnam Voyager Fund 1,536,648 1,645,412
Putnam International Growth Fund 285,395 316,167
Artisan Mid Cap Fund 283,030 -
MSIF Emerging Markets Portfolio 994 -
Dodge & Cox Stock Fund 145,975 -
Undiscovered Managers Small Cap
Value Fund 11,771 -
Putnam S&P 500 Fund 11,307 -
Putnam Fund for Growth and Income - 941,953
Putnam Investors Fund - 365,430
Putnam OTC & Emerging Growth Fund - 391,855
Putnam New Opportunities Fund - 151,499
Revlon Common Stock 727,336 776,140
Fixed Income Securities:
PIMCO Total Return Fund 217,679 -
PIMCO High Yield Fund 7,150 -
Putnam Diversified Income Trust - 125,016
Asset Allocation Funds:
Putnam RetirementReady Portfolio 2045 46 -
Putnam RetirementReady Portfolio 2040 134 -
Putnam RetirementReady Portfolio 2035 76 -
Putnam RetirementReady Portfolio 2030 2,276 -
Putnam RetirementReady Portfolio 2025 1,792 -
Putnam RetirementReady Portfolio 2020 41,626 -
Putnam RetirementReady Portfolio 2015 107,574 -
Putnam RetirementReady Portfolio 2010 12,868 -
Putnam RetirementReady Portfolio 2005 18,952 -
Putnam Asset Allocation Growth - 252,342
Putnam Asset Allocation Balanced - 698,594
Putnam Asset Allocation Conservation - 85,032
Investment Contracts:
Putnam Stable Value Fund 34,206,431 31,099,158
11
Schedule I
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Schedule of Assets Held at End of Year
December 31, 2002
Identity of Issue, Description of Investments including Unit Unit
borrower, lessor maturity date, rate of interest, collateral, Cost Market Market
or similar party par or maturity value Shares Value Cost Value Value
---------------------- -------------------------------------------- --------- ------- ------------ ------- --------------
Putnam Fiduciary Trust* Voyager Fund 1,536,648 $13.80 $ 21,201,278 $13.05 $ 20,053,253
International Growth Fund 285,395 16.70 4,766,519 16.52 4,714,731
Putnam S&P 500 Index Fund 11,307 22.37 252,930 21.64 244,682
Stable Value Fund 34,206,431 1.00 34,206,431 1.00 34,206,431
RetirementReady Portfolio 2045 46 48.66 2,260 47.98 2,229
RetirementReady Portfolio 2040 134 49.78 6,674 49.06 6,577
RetirementReady Portfolio 2035 76 49.57 3,789 49.16 3,758
RetirementReady Portfolio 2030 2,276 50.55 115,045 49.28 112,146
RetirementReady Portfolio 2025 1,792 50.08 89,727 49.14 88,037
RetirementReady Portfolio 2020 41,626 50.02 2,082,095 49.71 2,069,226
RetirementReady Portfolio 2015 107,574 50.00 5,378,866 49.88 5,365,791
RetirementReady Portfolio 2010 12,868 50.40 648,570 50.04 643,920
RetirementReady Portfolio 2005 18,952 50.06 948,810 50.48 956,675
------------ ------------
69,702,994 68,467,456
Artisan Funds, Inc. Artisan Mid Cap Fund 283,030 20.12 5,693,488 19.56 5,536,072
Morgan Stanley
Institutional Funds, Inc. MSIF Emerging Markets Portfolio 994 10.56 10,496 10.14 10,077
Dodge & Cox Funds Dodge & Cox Stock Fund 145,975 87.75 12,808,793 88.05 12,853,126
Undiscovered Managers
Fund Undiscovered Managers Small Cap Fund 11,771 16.21 190,786 16.36 192,570
PIMCO Funds: Pacific
Investment Management PIMCO High Yield Fund 7,150 8.36 59,751 8.52 60,921
Series PIMCO Total Return Fund 217,679 10.81 2,352,079 10.67 2,322,635
Revlon, Inc. Revlon Common Stock Fund 727,336 14.33 10,419,442 6.66 2,225,647
------------ ------------
$101,237,829 $ 91,668,504
============ ============
* Represents party-in-interest
12
Schedule II
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Schedule of Reportable Transactions
For the Year Ended December 31, 2002
Identity
of Party Purchase Selling Cost of Net Gain
Involved Description of Asset Price Price Asset (Loss)
-------- ------------------------------- ------------ ------------ ------------ -----------
(A) Growth and Income Fund $ - $ 17,435,116 $ 21,341,626 $(3,906,510)
(A) Investor's Fund - 4,183,838 5,948,095 (1,764,257)
(A) Voyager Fund - 24,848,272 36,070,609 (11,222,337)
(A) Voyager Fund 22,622,134 - 22,622,134 -
(A) OTC and Emerging Growth Fund - 3,182,266 8,222,786 (5,040,520)
(A) Asset Allocation Balanced - 7,216,387 8,925,527 (1,709,140)
(A) International Growth Fund - 6,755,434 8,243,249 (1,487,815)
(A) New Opportunities Fund - 6,662,349 11,301,130 (4,638,781)
(A) Stable Value Fund 17,082,400 - 17,082,400 -
(A) Stable Value Fund - 13,975,115 13,975,115 -
(A) RetirementReady Portfolio 2015 5,923,860 - 5,923,860 -
(B) Artisan Mid Cap Fund 6,390,579 - 6,390,579 -
(C) Dodge & Cox Stock Fund 13,743,497 - 13,743,497 -
(A) Putnam Fiduciary Trust Company
(B) Astisan Funds, Inc.
(C) Dodge & Cox Funds
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on their behalf by the
undersigned thereunto duly authorized.
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
By: REVLON CONSUMER PRODUCTS CORPORATION, the Plan Sponsor
By /s/ Laurence Winoker
------------------------------------------------
Laurence Winoker
Member of the Plan's Investment Committee
Dated: June 26, 2003
LIST OF EXHIBITS ON FORM 11-K
EXHIBIT DESCRIPTION
23.1 Consent of Independent Auditors
14