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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 11-K
(MARK ONE)
![[X]](https://cdn.kscope.io/88623d78d1a54fd4b9636133a690ea51-xbox.gif){kind=small}
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the fiscal year ended
December 31, 2004
OR
![[ ]](https://cdn.kscope.io/88623d78d1a54fd4b9636133a690ea51-ebox.gif){kind=small}
TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF
1934
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.
237 Park Avenue
New York, N.Y. 10017
212-527-4000
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REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
December 31, 2004 and 2003
INDEX
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Page(s) | |||||
| Report of Independent Registered Public Accounting Firm | |
1 | ||||
| Financial Statements: | |
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| Statements of Net Assets Available for Plan Benefits as of December 31, 2004 and 2003 | |
2 | ||||
| Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2004 and 2003 | |
3 | ||||
| Notes to Financial Statements | |
4-11 | ||||
| Supplemental Schedules: | |
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| I Schedule of Assets Held At End of Year December 31, 2004 | |
12 | ||||
| II Schedule of Reportable Transactions For the Year Ended December 31, 2004 | |
13 | ||||
| Signature Page | |
14 | ||||
| EXHIBIT Description | |
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| 23-1 Consent of Registered Public Accounting Firm | |
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| * | 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. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 Plan (the "Plan") as of December 31, 2004 and 2003 and the related Statements of Changes in Net Assets Available for Benefits for the years then ended. These financial statements are the responsibility of Revlon Consumer Products Corporation, the Plan's sponsor. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 2004 and 2003, and the changes in net assets available for benefits for the years then ended, 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, 2004, and reportable transactions for the year ended December 31, 2004 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 Revlon Consumer Products Corporation, the Plan's sponsor. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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 21, 2005
REVLON EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
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December 31, | |||||||||
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2004 | |
2003 | |||||||
| Investments, at fair value: | |
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| Equity securities (Cost, $60,392,959 in 2004 and $55,928,924 in 2003) | |
$ | 67,712,830 | |
$ | 58,307,758 | ||||
| Fixed income securities (Cost, $3,588,689 in 2004 and $3,924,281 in 2003) | |
3,635,055 | |
3,961,711 | ||||||
| Asset Allocation Funds (Cost, $13,069,315 in 2004 and $11,474,557 in 2003) | |
16,120,933 | |
13,420,546 | ||||||
| Investment contracts, at contract value | |
31,747,520 | |
31,951,412 | ||||||
| Total investments | |
119,216,338 | |
107,641,427 | ||||||
| Receivables: | |
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| Loans to participants | |
2,556,789 | |
2,300,279 | ||||||
| Employer's contributions | |
6,784 | |
314,067 | ||||||
| Employees' contributions | |
16,023 | |
234,478 | ||||||
| Accrued interest | |
9,382 | |
8,957 | ||||||
| Total receivables | |
2,588,978 | |
2,857,781 | ||||||
| Net assets available for plan benefits | |
$ | 121,805,316 | |
$ | 110,499,208 | ||||
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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
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Years Ended December 31, | |||||||||
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2004 | |
2003 | |||||||
| Investment income: | |
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| Dividends | |
$ | 1,059,226 | |
$ | 460,372 | ||||
| Interest | |
1,725,791 | |
1,774,229 | ||||||
| Total investment income | |
2,785,017 | |
2,234,601 | ||||||
| Gain on disposal of securities | |
1,096,068 | |
372,465 | ||||||
| Unrealized appreciation of securities | |
6,835,041 | |
13,152,115 | ||||||
| Contributions: | |
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| Employees | |
7,306,119 | |
7,088,955 | ||||||
| Employer matching (net forfeitures of $5,385 in 2004 and $5,144 in 2003) | |
2,444,131 | |
2,838,103 | ||||||
| Total contributions | |
9,750,250 | |
9,927,058 | ||||||
| Total increases | |
20,466,376 | |
25,786,239 | ||||||
| Loan fees | |
(3,150 | ) | |
(2,175 | ) | ||||
| Transfers In | |
52,631 | |
— | ||||||
| Distributions and withdrawals | |
(9,209,749 | ) | |
(9,163,899 | ) | ||||
| Total decreases | |
(9,160,268 | ) | |
(9,166,074 | ) | ||||
| Net change in net assets available for plan benefits | |
11,306,108 | |
16,520,165 | ||||||
| Net assets available for plan benefits beginning of year | |
110,499,208 | |
93,979,043 | ||||||
| Net assets available for plan benefits end of year | |
$ | 121,805,316 | |
$ | 110,499,208 | ||||
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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, 2004 and
2003
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| 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.
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| (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 Products Corporation. 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.
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| (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 plan administration duties. In addition, Mercer HR Services (formerly known as Putnam Investments) served as the recordkeeper for the Plan during 2004 and 2003.
The Board of Directors of Products Corporation has appointed an Investment Committee to oversee investment of the Plan's trust fund. Mercer Trust Company (formerly known as Putnam Fiduciary Trust Company) served as the Plan's trustee during 2004 and 2003. 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. Putnam Investments has been engaged as the manager responsible for asset allocation under the RetirementReady Portfolios (as defined below).
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| (c) | Plan Investments |
As of December 31, 2004, the Plan investments consisted of: (1) ten mutual funds or commingled trusts, each with various investment and income objectives, (2) the Employee Stock Fund, consisting solely of Revlon, Inc. Class A Common Stock and (3) nine "ready mixed" RetirementReady Portfolios, which allocate a participant's investment among selected registered mutual funds and seek returns using an investment allocation among the available funds based upon each RetirementReady Portfolio's designated target retirement date.
The ten mutual funds or commingled trusts offered under the Plan are: The Artisan Mid Cap Fund, The Putnam Voyager Fund, The Putnam S&P 500 Index Fund, The
4
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| NOTE 1. | DESCRIPTION OF PLAN: (Continued) |
EuroPacific Growth Fund, The Morgan Stanley Institutional Fund (MSIF) Emerging Markets Portfolio, The Evergreen Small Cap Value Fund (formerly known as "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.
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 may be made in the form of Company Stock or in cash and, effective January 1, 2003, profit sharing contributions (there were none in 2004 or 2003) in cash are invested in accordance with each participant's instructions. 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.
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| (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.
The following categories of employees are not eligible to participate in the Plan: (i) employees with the job title "direct pay beauty advisor," (ii) employees with the job title "field merchandiser" (unless the employee was otherwise a participant in the Plan as of January 1, 1994), (iii) employees with the job title of "On-Call Distribution" or "On-Call Warehouse" and (iv) employees who are interns.
As of December 31, 2004 and 2003, 2,999 and 3,124 employees were participants in the Plan, respectively.
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| (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 (the second loan may only be for the purchase of a primary residence), but may not obtain more than one
5
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| NOTE 1. | DESCRIPTION OF PLAN: (Continued) |
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, except in the case where a participant goes on leave. Administrative fees associated with a loan are charged directly to the participant's account.
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| (f) | Contributions |
Eligible employees may participate by contributing, through payroll deductions, up to 25% of their base salaries, subject to certain income ceiling limitations and subject to certain maximum contribution restrictions. Highly compensated employees (which for 2004 and 2003 can generally be defined as employees with annual earnings of $90,000 or more) are restricted to a maximum contribution of 6% in 2004 and 6% in 2003. 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.
The Company may make profit sharing contributions for profit sharing eligible employees. The amount of the Company's profit sharing contribution (if any) to a participant's account is a percentage determined by the Company of the participant's base pay, and is contingent upon attainment of specific financial objectives for a 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 limitations and maximum contribution restrictions).
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.
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 1% at any time (other than investments in the Employee Stock Fund, which may not be purchased, sold or redesignated during certain restricted periods in accordance with Revlon, Inc.'s Confidentiality of Information and Securities Trading Policy, as in effect from time to time. Such restricted periods are applicable to all Plan participants, including all senior executives of the Company).
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| (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. 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).
6
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| NOTE 1. | DESCRIPTION OF PLAN: (Continued) |
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.
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| NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| (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.
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| (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.
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| (c) | Administrative Expenses |
The Plan has reserved the right to charge participant accounts the cost of administering the Plan, although it did not do so during either 2004 or 2003.
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| (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 fair value.
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| (e) | Investment Contracts |
Fully benefit-responsive investment contracts (as defined below) 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.
7
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| 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, 2004 and December 31, 2003:
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December 31, | |||||||||
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2004 | |
2003 | |||||||
| Benefits paid to participants per the financial statements | |
$ | 9,209,749 | |
$ | 9,163,899 | ||||
| Add: Amounts payable at the end of the current year | |
— | |
20,586 | ||||||
| Less:Amounts payable at the end of the prior year | |
(20,586 | ) | |
(5,863 | ) | ||||
| Benefits paid to participants per the Form 5500 | |
$ | 9,189,163 | |
$ | 9,178,622 | ||||
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The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500:
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December 31, | |||||||||
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2004 | |
2003 | |||||||
| Net assets available for benefits per the financial statements | |
$ | 121,805,316 | |
$ | 110,499,208 | ||||
| Benefit obligations currently payable | |
— | |
(20,586 | ) | |||||
| Net assets available for benefits per the Form 5500 | |
$ | 121,805,316 | |
$ | 110,478,622 | ||||
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| NOTE 4. | PLAN TERMINATION: |
The Company has the right to amend or terminate the Plan at any time and has delegated authority to amend the Plan for certain changes required by law, and non-material and ministerial amendments to the Administrative Committee. 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 funds representing employer contributions.
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| 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 after the participant's death over a period of two to five years.
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| 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
8
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| NOTE 6. | FEDERAL INCOME TAX: (Continued) |
financial statements. Based upon such qualification and exemption, participants will not be subject to income tax on employer matching contributions and employee pre-tax contributions, or the making of a timely rollover contribution to the Plan, nor on earnings credited to their Plan accounts until withdrawn or distributed.
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| NOTE 7. | RELATED PARTY TRANSACTIONS: |
Certain Plan investments are shares of mutual funds managed by Putnam Investments. Putnam Investments is the Plan's investment manager for these mutual funds and an affiliate, Mercer HR Services, is the Plan's recordkeeper. Mercer Trust Company is the Plan's trustee.
9
REVLON
EMPLOYEES' SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Notes
to Financial Statements
December 31, 2004 and
2003
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| NOTE 8. | INVESTMENTS: |
Included in the Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 are the following investments, each stated at fair value (except Investment Contracts which are stated at contract value):
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December 31, | |||||||||
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2004 | |
2003 | |||||||
| Equity Securities: | |
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| Putnam Voyager Fund* | |
$ | 22,061,519 | |
$ | 23,103,425 | ||||
| Artisan Mid Cap Fund* | |
9,666,629 | |
7,780,766 | ||||||
| MSIF Emerging Markets Portfolio | |
1,608,086 | |
872,816 | ||||||
| Dodge & Cox Stock Fund* | |
22,345,765 | |
17,443,458 | ||||||
| Evergreen Small Cap Value Fund | |
1,434,322 | |
738,813 | ||||||
| Putnam S&P 500 Fund | |
1,808,417 | |
1,316,366 | ||||||
| EuroPacific Growth Fund* | |
6,569,915 | |
5,435,170 | ||||||
| Revlon Common Stock | |
2,218,177 | |
1,616,944 | ||||||
| Total Equity Securities | |
$ | 67,712,830 | |
$ | 58,307,758 | ||||
| Fixed Income Securities: | |
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| PIMCO Total Return Fund | |
$ | 2,162,599 | |
$ | 2,136,147 | ||||
| PIMCO High Yield Fund | |
1,472,456 | |
1,825,564 | ||||||
| Total Fixed Income Securities | |
$ | 3,635,055 | |
$ | 3,961,711 | ||||
| Asset Allocation Funds: | |
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| Putnam RetirementReady Portfolio 2045 | |
$ | 100,739 | |
$ | 56,570 | ||||
| Putnam RetirementReady Portfolio 2040 | |
206,925 | |
74,775 | ||||||
| Putnam RetirementReady Portfolio 2035 | |
375,110 | |
118,370 | ||||||
| Putnam RetirementReady Portfolio 2030 | |
999,147 | |
530,949 | ||||||
| Putnam RetirementReady Portfolio 2025 | |
1,095,205 | |
503,534 | ||||||
| Putnam RetirementReady Portfolio 2020 | |
3,387,995 | |
2,948,195 | ||||||
| Putnam RetirementReady Portfolio 2015* | |
7,314,538 | |
6,488,712 | ||||||
| Putnam RetirementReady Portfolio 2010 | |
1,451,614 | |
1,412,667 | ||||||
| Putnam RetirementReady Portfolio 2005 | |
1,189,660 | |
1,286,774 | ||||||
| Total Asset Allocation Funds | |
$ | 16,120,933 | |
$ | 13,420,546 | ||||
| Investment Contracts: | |
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| Putnam Stable Value Fund (contract value)*(1) | |
$ | 31,747,520 | |
$ | 31,951,412 | ||||
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| (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. |
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| * | This 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, 2004 and
2003
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| NOTE 8. | INVESTMENTS: (Continued) |
The following table is a summary of the number of shares of each investment held by the Plan as of December 31, 2004 and 2003:
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December 31, | |||||||||
|
2004 | |
2003 | |||||||
| Equity Securities: | |
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| Putnam Voyager Fund | |
1,287,136 | |
1,416,519 | ||||||
| Artisan Mid Cap Fund | |
327,017 | |
301,814 | ||||||
| MSIF Emerging Markets Portfolio | |
84,148 | |
56,238 | ||||||
| Dodge & Cox Stock Fund | |
171,600 | |
153,309 | ||||||
| Evergreen Small Cap Value Fund | |
61,270 | |
34,621 | ||||||
| Putnam S&P 500 Fund | |
58,849 | |
47,385 | ||||||
| EuroPacific Growth Fund | |
186,328 | |
181,596 | ||||||
| Revlon Common Stock | |
964,405 | |
720,220 | ||||||
| Fixed Income Securities: | |
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| PIMCO Total Return Fund | |
202,680 | |
199,453 | ||||||
| PIMCO High Yield Fund | |
147,689 | |
186,854 | ||||||
| Asset Allocation Funds: | |
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| Putnam RetirementReady Portfolio 2045 | |
1,420 | |
913 | ||||||
| Putnam RetirementReady Portfolio 2040 | |
2,852 | |
1,180 | ||||||
| Putnam RetirementReady Portfolio 2035 | |
5,249 | |
1,884 | ||||||
| Putnam RetirementReady Portfolio 2030 | |
14,166 | |
8,518 | ||||||
| Putnam RetirementReady Portfolio 2025 | |
15,770 | |
8,172 | ||||||
| Putnam RetirementReady Portfolio 2020 | |
49,309 | |
47,899 | ||||||
| Putnam RetirementReady Portfolio 2015 | |
110,826 | |
107,929 | ||||||
| Putnam RetirementReady Portfolio 2010 | |
23,440 | |
24,483 | ||||||
| Putnam RetirementReady Portfolio 2005 | |
20,089 | |
23,036 | ||||||
| Investment Contracts: | |
|||||||||
| Putnam Stable Value Fund | |
31,747,520 | |
31,951,412 | ||||||
|
||||||||||
11
Schedule I
REVLON EMPLOYEE'S SAVINGS, INVESTMENT AND PROFIT SHARING
PLAN
Schedule of Assets Held at End of Year
December 31,
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Identity of
Issue, borrower, lessor or similar party |
|
Description
of Investments including maturity date, rate of interest, collateral, par or maturity value |
|
Shares | |
Unit Cost Value |
|
Cost | |
Unit Market Value |
|
Market Value |
||||||||||||||
| Putnam Fiduciary Trust | |
Voyager Fund | |
1,287,136 | |
$ | 14.04 | |
18,073,231 | |
$ | 17.14 | |
$ | 22,061,519 | |||||||||||
|
Putnam S&P 500 Index Fund | |
58,849 | |
26.05 | |
1,533,215 | |
30.73 | |
1,808,417 | |||||||||||||||
|
Stable Value Fund | |
31,747,520 | |
1.00 | |
31,747,520 | |
1.00 | |
31,747,520 | |||||||||||||||
|
RetirementReady Portfolio 2045 | |
1,420 | |
60.60 | |
86,027 | |
70.96 | |
100,739 | |||||||||||||||
|
RetirementReady Portfolio 2040 | |
2,852 | |
62.25 | |
177,560 | |
72.55 | |
206,925 | |||||||||||||||
|
RetirementReady Portfolio 2035 | |
5,249 | |
61.80 | |
324,394 | |
71.46 | |
375,110 | |||||||||||||||
|
RetirementReady Portfolio 2030 | |
14,166 | |
58.44 | |
827,940 | |
70.53 | |
999,147 | |||||||||||||||
|
RetirementReady Portfolio 2025 | |
15,770 | |
59.96 | |
945,569 | |
69.45 | |
1,095,205 | |||||||||||||||
|
RetirementReady Portfolio 2020 | |
49,309 | |
53.70 | |
2,647,899 | |
68.71 | |
3,387,995 | |||||||||||||||
|
RetirementReady Portfolio 2015 | |
110,826 | |
52.07 | |
5,770,690 | |
66.00 | |
7,314,538 | |||||||||||||||
|
RetirementReady Portfolio 2010 | |
23,440 | |
52.95 | |
1,241,155 | |
61.93 | |
1,451,614 | |||||||||||||||
|
RetirementReady Portfolio 2005 | |
20,089 | |
52.17 | |
1,048,080 | |
59.22 | |
1,189,660 | |||||||||||||||
|
|
|
|
64,423,280 | |
|
71,738,389 | |||||||||||||||||||
| Artisan Funds, Inc. | |
Artisan Mid Cap Fund | |
327,017 | |
21.88 | |
7,154,795 | |
29.56 | |
9,666,629 | ||||||||||||||
| Morgan Stanley Institutional Funds, Inc. |
|
MSIF Emerging Markets Portfolio | |
84,148 | |
15.39 | |
1,295,308 | |
19.11 | |
1,608,086 | ||||||||||||||
| Dodge & Cox Funds | |
Dodge & Cox Stock Fund | |
171,600 | |
95.83 | |
16,445,024 | |
130.22 | |
22,345,765 | ||||||||||||||
| Evergreen Investment Services, Inc. |
|
Evergreen Small Cap Value Fund | |
61,270 | |
20.65 | |
1,265,169 | |
23.41 | |
1,434,322 | ||||||||||||||
| PIMCO Funds: Pacific | |
PIMCO High Yield Fund | |
147,689 | |
9.49 | |
1,401,043 | |
9.97 | |
1,472,456 | ||||||||||||||
| Investment Management Series | |
PIMCO Total Return Fund | |
202,680 | |
10.79 | |
2,187,646 | |
10.67 | |
2,162,599 | ||||||||||||||
| American Funds Distributors |
|
EuroPacific Growth Fund | |
186,328 | |
29.01 | |
5,405,397 | |
35.26 | |
6,569,915 | ||||||||||||||
| Revlon, Inc. | |
Revlon Common Stock Fund | |
964,405 | |
9.56 | |
9,220,820 | |
2.30 | |
2,218,177 | ||||||||||||||
|
|
|
|
$ | 108,798,482 | |
|
$ | 119,216,338 | |||||||||||||||||
|
||||||||||||||||||||||||||
12
Schedule II
REVLON
EMPLOYEE'S SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
Schedule of Reportable Transactions *
For the Year Ended December
31, 2004
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|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
| Identity of Party Involved |
|
Description of Asset | |
Purchase Price |
|
Selling Price |
|
Cost of Asset |
|
Net Gain (Loss) |
||||||||||||
| (A) | |
Dodge & Cox Stock Fund | |
6,574,261 | |
— | |
6,574,261 | |
— | ||||||||||||
| (B) | |
Stable Value Fund | |
10,369,441 | |
— | |
10,369,441 | |
— | ||||||||||||
| (B) | |
Stable Value Fund | |
— | |
10,586,444 | |
10,586,444 | |
— | ||||||||||||
|
||||||||||||||||||||||
|
|
| (A) | Dodge & Cox Funds |
|
|
| (B) | Mercer Trust Company |
|
|
| * | For purposes of this schedule a "reportable transaction" is defined as aggregate transactions in any fund that exceeded 5 percent of the current value of plan assets at January 1, 2004 ($5,382,071). |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) 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 | /s/ Thomas E.
McGuire
Thomas E. McGuire Member of the Plan's Investment Committee |
Dated: June 28, 2005
List of Exhibits on Form 11-K
|
|
| Exhibit | Description |
|
|
| 23.1 | Consent of Mitchell & Titus, LLP |
14
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative
Committee
Revlon Employees' Savings, Investment
and
Profit Sharing Plan:
We consent to incorporation by reference in the Registration Statement of Revlon, Inc. on Form S-8 (File No. 333-48871) of our report dated June 21, 2005, relating to the statements of net assets available for benefits of the Revlon Employees' Savings, Investment and Profit Sharing Plan as of December 31, 2004 and 2003, the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental schedules, Schedule H, line 4i-schedule of assets (held at end of year) as of December 31, 2004, and Schedule H, line 4j-schedule of reportable transactions for the year ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Revlon Employees' Savings, Investment and Profit Sharing Plan.
/s/ Mitchell & Titus, LLP
New York, New York
June 21,
2005