Bare Escentuals, Inc., formerly STB Beauty, Inc, incorporated in March 2004, develops, markets and sells cosmetics, skin care, and body care products under its i.d. bareMinerals, i.d., RareMinerals and Bare Escentuals brands, and professional skin care products under its md formulations brand. The Company's i.d. bareMinerals-branded products include its core foundation products and a range of eye and face products, such as blushes, all over face colors, liner shadows, eyeshadows and glimmers. Its i.d. bareMinerals products are made primarily from milled minerals and do not contain any of the chemical additives. In addition, to the Company's i.d. bareMinerals products, it offers a range of cosmetics and accessories under the i.d. brand and a mineral-based nighttime skin revival treatment product under the RareMinerals brand. Bare Escentuals also offers formulas for bath, body and face under its Bare Escentuals brand. During the fiscal year ended January 1, 2006 (fiscal 2005), the Company's United States points of distribution included infomercials, home shopping television, 28 company-owned boutiques, approximately 290 retail locations consisting of specialty beauty retailers Sephora and Ulta, approximately 900 spa and salon locations and online at www.mdformulations.com and, with respect to its infomercial products, www.bareminerals.com. The Company's business consists of two business units: retail segment and wholesale segment. The Company's segment, which is characterized by sales directly to end users, includes its infomercials, which include sales through its Website www.bareminerals.com, and company-owned boutiques, which include sales through its Website www.mdformulations.com. The wholesale segment, which is characterized by sales to resellers, includes wholesale; home shopping television; spas and salons, and international distributors. It also sells its products to a number of international markets through a network of third-party distributors. The Company's cosmetics products comprised approximately 91.3% of its net sales, in fiscal 2005. The Company's i.d. bareMinerals foundation comprised approximately 50.4% of the sales in fiscal 2005. Bare Escentuals' i.d.-branded cosmetics include a range of color cosmetics and accessories, including finishing powders, lipsticks, lip-glosses, lip liners, mascaras, and application tools and brushes. RareMinerals Skin Revival Treatment delivers concentrated organic macro and micro minerals to the skin. The Company's body care products include various formulas for the bath, body, and face and are marketed under Bare Escentuals sub-brands, such as Daily Essentials and Premium Body. The Company's md formulations brand provides a professional skin care solution addressing the anti-aging market. Products in the retail line include cleansers to cleanse and exfoliate; corrective treatments to reduce the appearance of wrinkles, discolorations, blemishes and improve overall skin texture and tone; antioxidant moisturizers to hydrate and help defend skin against future damage, and sun protectors to help prevent sunburn and premature skin aging. The brand also offers a line of professional-use-only products for use by aestheticians, such as glycolic peels, to complement the consumer retail line. Its md formulations products comprised approximately 7.4% of its net sales, in fiscal 2005. Bare Escentuals, Inc competes with Avon, Bobbi Brown, Chanel, Clarins, Clinique, Estee Lauder, L'Oreal, Lancome, M.A.C., Neutrogena, Shiseido and Smashbox.

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