1.Giving IsBeautiful. Holiday Gift Guide GIFTS FOR EVERYONE. LUXURIOUS FRAGRANCE SETS. COLOR FUN. STOCKING STUFFERS!

2. 2 Forget dashing through the snow. Find perfect gifts in a flash. 3. 3 Merry Mary Kay! pg.4 pg.14 pg.16 pg. 23 pg. 24 pg. 26 pg. 42 pg. 43 Festive Fragrances | Hand and Body Treats | All-Season Skin Care | Sweet Spa Gifts | Great Guy Gifts | Dazzling Color Fun | Santas Best-Selling Faves | Joyful Holiday Travel | 4. 4 Live. Inspire. Be Moved.TM Celebrate Life. SHARE A GIFT TO NEW! Special-Edition Mary Kay Dance to LifeTM Eau de Parfum, $50 Special Edition! DISCOVER DANCE TO LIFETM . 4 5. 5 A floral scent that captures the dreams, triumphs, inspirations and possibilities that are the rhythm of every womans life. TM The Perfect Dance Partner Add shimmer to the holidays! NEW! Special-Edition Mary Kay Dance to LifeTM Radiant Shimmer Lotion, $16 Special-edition products are available while supplies last.All prices are suggested retail. 5 6. 6 Thinking of You Eau de Parfum, $30 A fruity floriental that captures the emotions that connect us all. A FRAGRANCE WONDERLAND Just for Giving Turn a moment into a memory. Special box opens to reveal a space for you to write a personal note inside. And a keepsake heart charm is attached to the bottle to add to her favorite charm bracelet. 6 7. 7 Bella Belara Eau de Parfum, $34 Because shes beautiful inside and out. Experience a personalized fragrance consultation with me, your Mary Kay Independent Beauty Consultant.* 7 All prices are suggested retail. *Available only through participating Independent Beauty Consultants 8. 8 Favorite Guy A DREAMY SCENT FOR YOUR 8 9. 9 A fresh, clean scent for the truly original guy. Perfect for dads, sons, uncles, brothers and any man whos special and unique to you. Confident. Authentic. Committed. NEW! True OriginalTM Cologne Spray, $36 SEE WHY HELL LOVE THIS FRAGRANCE! Price is suggested retail.All prices are suggested retail. 10. 10 DELIGHTFUL FRAGRANCES Especially for Her She knows the secret of happiness is balancing her priorities. Belara Eau de Parfum, $34 For the woman who is going places. Journey Eau de Parfum, $36 For the young and young-at-heart. Velocity Eau de Parfum, $28 Call me, your Mary Kay Independent Consultant, to try these exclusive fragrances for yourself. 11. 11 As irresistible as the man who wears it. MK High IntensityTM Cologne Spray, $38 SCENT WITH LOVE Just for Him A great choice for Mr. Adventure. Velocity for Him Cologne, $28 Sporty and masculine like him. Tribute for Men Spray Cologne, $25 For the hearth and home guy. Domain Cologne Spray, $34 All prices are suggested retail.All prices are suggested retail. 12. 12 Carefree scents she can wear on a whim. Mary Kay Forever OrchidTM Mary Kay Warm AmberTM Mary Kay Simply Cotton Mary Kay Exotic Passionfruit LATEST ACCESSORIES FOR Fragrance Fashionistas Mary Kay Eau de Toilette Fragrance, $25 each 13. 13 Layer on the love with the coordinating sugar scrub, shower gel and body lotion in each scent. These combos make great gift sets! Mary Kay Eau de Toilette Shower Gel, $15 each Mary Kay Eau de Toilette Sugar Scrub, $15 each Mary Kay Eau de Toilette Body Lotion, $15 each Perfect Stocking Stuffers! All prices are suggested retail. 14. 14 Satin Hands Pampering Set, $34 Includes hand softener, Satin Smoothie Hand Scrub and hand cream. A PAMPERING FAVORITE Holiday Satin 14 15. 15 Peach and Fragrance-Free Satin Hands Pampering Sets come with a FREE bag ready for gifting. These Satin Hands gifts can be enjoyed separately! Satin Hands Hand Cream in Peach or Fragrance-Free, $10 each Limited-Edition Satin Hands Satin Smoothie Hand Scrub in Peach or Fragrance-Free, $18 each Great Stocking Stuffers! While Supplies Last! All prices are suggested retail. Available separately while supplies last 15 16. 16 HOLIDAY WISH LIST Give the Gift of 11 Age-Fighting Benefits! The TimeWise Trial Miracle Set is packed with the same 11 beautiful benefits as the full- sized products. Great for travel! Available in Normal/Dry or Combination/Oily. TimeWise Trial Miracle Set , $44 (one-month supply) The best-seller logo/designation refers to top-selling products within the Mary Kay product line. 16 17. 17 BE ST-SELL ER B E S T- S E L L E R BE ST-SELL ER B E S T- S E L L E R Skin Care Miracles TimeWise Miracle Set , $90 Available in Normal/Dry or Combination/Oily All prices are suggested retail. Mary Kay is proud to share that the TimeWise Miracle Set has earned the Good Housekeeping Seal. 17 18. 18 TREAT YOURSELF TO Age-Fighting Luxury. WATCH THE SCIENCE BEHIND TIMEWISE REPAIR ! 19. 19 ONLY $199 NEW! TimeWise RepairTM Volu-FirmTM Set, $199 Featuring the Volu-FirmTM Complex a perfect union of three ingredients so vital to skin recovery that it is in every product formula. Learn more. Products also are available individually, but you save $36 when you buy the set. Mary Kay is proud to share that the TimeWise RepairTM Volu-FirmTM Set has earned the Good Housekeeping Seal.Price is suggested retail. Mary Kay is proud to share that the TimeWise RepairTM Volu-FirmTM Set has earned the Good Housekeeping Seal.Price is suggested retail. 20. 20 SWEET DREAMS Wake Up to Beauty. 20 21. 21 The TimeWise Ultimate Nighttime Renewal Set, $115 TimeWise Moisture Renewing Gel Mask TimeWise Replenishing Serum+C TimeWise Night Restore Recover ComplexTM Products also are available separately. Price is suggested retail. 21 22. 22 Cleanse Botanical EffectsTM Cleanse, $14 Mask Botanical EffectsTM Mask, $14 Freshen Botanical EffectsTM Freshen, $14 Hydrate Botanical EffectsTM Hydrate, $16 Choose the customizable skin care regimen for your skin type. Dry Normal Oily Also great for sensitive skin! NATURES GIFTS The Goodness of Botanicals Botanical EffectsTM Skin Care 23. 23 COZY COMFORT In-Home Spa Indulge Soothing Eye Gel, $15 TimeWise Microdermabrasion Set, $55 Satin Lips Set, $18 Great Stocking Stuffer! All prices are suggested retail. Mint BlissTM Energizing Lotion for FeetLegs, $10 All prices are suggested retail. 24. 24 He deserves skin care made specifically with guys in mind. Indulge and protect his skin with grooming essentials made just for him. NAUGHTY OR NICE! Great Guy Gifts 25. 25 The set includes MKMen Shave Foam, MKMen Cooling After-Shave Gel and MKMen Face Bar. MKMen Moisturizer Sunscreen Broad Spectrum SPF 25*, $22 MKMen Grooming Set, $38 Great Stocking Stuffer! MKMen Shave Foam, $10 MKMen Cooling After-Shave Gel, $14 MKMen Face Bar, $14 All prices are suggested retail. *Over-the-counter drug product 26. 26 RED LIPS ARE IN, AND TEAL IS THE NEW BLACK! WATCH THE GLAMOUR COME ALIVE. This glamour girl look is created using the NEW limited-edition Hollywood Mystique Collection. Eyes: top and bottom shades in the NEW limited- edition Mary Kay Eye Intrigue Color Quad, NEW gel eyeliner in Jet Black and Mary Kay Ultimate MascaraTM in Black. Cheeks: Sunny Spice mineral cheek color. Lips: NEW limited-edition Mary Kay Bold Shine Lip Color in Radiant Red. Nails: NEW limited-edition Mary Kay Nail Lacquer in Radiant Red and Tempting Teal. 26 TREND ALERT: Pair bold lips with well-defined monochromatic eyes the contrast of vibrant shades against a nude face is a simple- but-chic way to get the starlet style at home. 27. 27 tempting teal radiant red poised pink radiant red tempting teal jet black FREE expandable brush with gel eyeliner HOLLY JOLLY COLOR Trends for the Holidays The Limited-Edition Hollywood Mystique Collection Limited-Edition MaryKay Nail Lacquer, $9 Limited-Edition MaryKay Gel Eyeliner With Expandable Brush, $16 Limited-Edition MaryKay Bold Shine Lip Color, $15 Limited-Edition MaryKay Eye Intrigue Color Quad, $20 MaryKay Compact Mini (unfilled), $16 See the Mary Kay Trend Report and the Mary Kay Style Guide for hot trend looks. Trend Report Iconic glamour meets femme fatale fashion. Hollywood Mystique Fall/Winter 2012 Exclusive makeup artist tips and must-have looks. Get it all inside! CinemaChicLook camera-ready with Hollywood-inspired fall trends. ADVERTISEMENT All prices are suggested retail. Available while supplies lastAll prices are suggested retail. Available separately while supplies last 28. 28 GORGEOUS GIFTS Holiday Color Classic Hollywood is always feminine and elegant. Ildiko Juhasz, Global Makeup Artist Let the gift of gorgeous color begin! Choose a look for yourself or your best friend and then share the application tips in this eCatalog. SHOP THIS LOOK NOW! 28 Makeup Artist Looks 29. 29 This look also includes: Mary Kay Compact (unfilled), $18 Compact Cheek Brush, $2.50 Eye Applicators, pk./two (Eye Brush and Eye Sponge), $2.50 sweet plum black black honey spice hazelnut black hibiscus fancy nancy shy blush Total: $118.50 Eyes Apply Honey Spice mineral eye color under brow bone. Apply Hazelnut mineral eye color all over lid. Apply Sweet Plum mineral eye color to the upper crease and lower lashline. Mary Kay Mineral Eye Color, $6.50 each Closely line upper lashline with Black eyeliner. Mary Kay Eyeliner, $12 Brush on Black Ultimate MascaraTM . Mary Kay Ultimate MascaraTM , $15 Lips Line lips with Clear lip liner and fill in entire lip area. Mary Kay Lip Liner, $12 Top with Hibiscus creme lipstick. Mary Kay Creme Lipstick, $13 Finish with Fancy Nancy lip gloss. Mary Kay NouriShine Plus Lip Gloss, $14 Cheeks Apply Shy Blush mineral cheek color to apples of cheeks. Mary Kay Mineral Cheek Color, $10 Reinvent classic bombshell beauty by wearing this screen siren-inspired look with a modern twist. Vintage Vogue Try these looks for FREE with the Mary Kay Virtual Makeover. Make the seasons rich starlet looks your own by playing up your best facial feature. Whether eyes or lips, create drama and focus on that one key feature with a bold, classic trend color. Ildiko Juhasz, Global Makeup Artist All prices are suggested retail. 29 clear All prices are suggested retail. 30. 30 Let your inner glamour girl play in this feminine palette of goes-with- anything nudes, pinks and purples. Beautiful Basics SHOP THIS LOOK NOW! 30 Makeup Artist Looks 31. 31 This look also includes: Mary Kay Compact (unfilled), $18 Compact Cheek Brush, $2.50 Eye Applicators, pk./two (Eye Brush and Eye Sponge), $2.50 A soft, smudged eye in shades of pink lends a polished, feminine sophistication to the seasons trend. Ildiko Juhasz, Global Makeup Artist Total: $118.50 Cheeks Sweep Shy Blush mineral cheek color beneath cheekbones and lightly on apples of cheeks. Mary Kay Mineral Cheek Color, $10 lavender fog caf au lait toffee neutral black shy blush golden vanilla black truffle Eyes Apply Golden Vanilla mineral eye color to brow bone. Brush on Lavender Fog mineral eye color all over the eyelid. Add Truffle mineral eye color to the upper crease and outer eye area. Mary Kay Mineral Eye Color, $6.50 each Line eyes with Black eyeliner, smudging along top and bottom lashlines. Mary Kay Eyeliner, $12 Brush on Mary Kay Ultimate MascaraTM in Black. Mary Kay Ultimate MascaraTM , $15 Lips Line lips with Neutral lip liner and fill in lips. Mary Kay Lip Liner, $12 Apply Toffee creme lipstick lightly to entire lip area. Mary Kay Creme Lipstick, $13 Add a dot of Caf au Lait lip gloss to the center of bottom lip to finish and blend. Mary Kay NouriShine Plus Lip Gloss, $14 All prices are suggested retail.All prices are suggested retail. 32. 32 rock n red sparkling cider deep brown I black sweet cream almond Make a style statement with a classic red lip look. Classic Confidence Total: $64 Eyes Apply Sweet Cream mineral eye color under brow bone. Apply Almond mineral eye color over entire eyelid. Mary Kay Mineral Eye Color, $6.50 each Line upper and lower lashlines with Deep Brown eyeliner. Mary Kay Eyeliner, $12 Brush on Lash Love Mascara in I black. Mary Kay Lash Love Mascara, $15 Lips Glide on Rock n Red lip gloss. Mary Kay NouriShine Plus Lip Gloss, $14 Cheeks Sweep Sparkling Cider mineral cheek color beneath cheekbones and lightly across apples of cheeks. Mary Kay Mineral Cheek Color, $10 SHOP THIS LOOK NOW! Makeup Artist Looks 33. 33 Lips Dab on Pink Satin creme lipstick lightly across the entire lip. Mary Kay Creme Lipstick, $13 Cheeks Apply Cherry Blossom to apples of cheeks. Mary Kay Mineral Cheek Color, $10 dark denim truffle cherry blossom pink satin Play up big, beautiful eyes and give them sultry appeal with this elegant trend look. Elegant Allure I black Total: $56.50 Eyes Apply Truffle mineral eye color under brow bone. Mary Kay Mineral Eye Color, $6.50 Line eyes with Dark Denim eyeliner. Mary Kay Eyeliner, $12 Brush Lash Love Mascara in I black onto top and bottom lashes. Mary Kay Lash Love Mascara, $15 All prices are suggested retail. SHOP THIS LOOK NOW! Makeup Artist Looks All prices are suggested retail. 34. 3434 35. 35 Mary Kay LashBrow Building SerumTM , $38 Mary Kay Mascaras, starting at $10 Mary Kay Lash Primer, $15 See real lash confessions! Tips for Achieving Gorgeous Lashes: 1. Curl the lashes with an eyelash curler. 2. Coat the lashes with Mary Kay Lash Primer to build volume. 3. Apply your favorite Mary Kay mascara using a zigzag motion. Use the tip of the wand to reach lashes near the corners of the eyes. 4. Apply one coat for a natural look. Use two or three coats for a more dramatic look. 5. For extra pop, apply your choice of Mary Kay Mineral Eye Color under- neath the bottom lashes. Marissa Nemes, Celebrity Makeup Artist Customize your Mary Kay Lash Spa TM Set, starting at $63. All prices are suggested retail. 3 STEPS TO Party-Perfect Lashes All prices are suggested retail. 36. 36 O Come, All Ye Compacts PORTABLE GLAM These perfectly sized compacts filled with glamorous color looks make gift-giving joyful and triumphant! Each one can be refilled, updated and customized for a gift that keeps on giving. The ultimate makeup organizer. This customizable compact can hold two full color looks and more. Mary Kay Compact Pro (unfilled), $35 37. 37 The essential every woman needs to refill, update and customize a complete color look and more. Mary Kay Compact (unfilled), $18 All prices are suggested retail. Tiny enough to tuck anywhere for makeup minimalists. And those in need of easy touch- ups can refill, update, customize and go. Mary Kay Compact Mini (unfilled), $16 All prices are suggested retail. 38. 38 STOCKING STUFFERS Merry Little Treats HOW CAN LIP GLOSS CHANGE LIVES? WATCH THIS VIDEO OR FLIP TO THE BACK PAGE TO READ MORE. red passion Mary Kay NouriShine Plus Lip Gloss, $14 Mistletoe Must-Have All prices are suggested retail. inspiring possibilities All prices are suggested retail. 39. 39 pale blush glacier gray beach blonde iced cocoa apricot twist Mary Kay Cream Eye Color, $13 Mary Kay Cream Eye Color/Concealer Brush, $10 red passion tempting teal Mary Kay Cream Blush, $13 Twinkling Eyes and Rosy Cheeks Trendsetter Set Mary Kay NouriShine Plus Lip Gloss, $14 Limited-Edition* MaryKay Nail Lacquer, $9 For hygienic reasons, it is recommended to dedicate one brush for use with cream eye color and one brush for use with concealer.*Available while supplies last sheer bliss cranberry For hygienic reasons, it is recommended to dedicate one brush for use with cream eye color and one brush for use with concealer.*Available while supplies last 40. 40 ON-TREND TIPS Look Fa-la-la-licious. 40 41. 41 red clear red passion sweet cream honey spice Mary Kay Liquid Eyeliner, $11 Mary Kay Mineral Eye Color, $6.50 left: Mary Kay Eye Primer, $12 right: Satin Lips Lip Mask, $9.50 Great Stocking Stuffer! Picture-Perfect Snapshots TimeWise Matte-Wear Liquid Foundation, $20 Cheery, Bold Lips Soft, Flirty Eyes See more tips and trends! black Glossy Lip Tip Use Mary Kay NouriShine Plus Lip Gloss in Rock n Red for drama. Try Pink Sateen for a rosy shine. Matte Lip Tip For a bold matte look, try untraditional orange and pink shades, such as Mary Kay Creme Lipstick in Sunny Citrus and Hibiscus. Marissa Nemes, Celebrity Makeup Artist Kitten Eye Tip Sweep Sweet Cream mineral eye color all over the eyelid and up to the brow bone. Blend Honey Spice mineral eye color into the crease to create depth, then apply it along the lower lashline for an added wow factor. Starting at the very inner corner of the eye, use black liquid eyeliner to draw a line along the natural shape of the lashline, slightly winging the line at the outer corner of the eye. Marissa Nemes, Celebrity Makeup Artist Camera-Ready Tips Extend makeup wear with foundation primer. Use matte foundation to keep skin from outshining your smile. Eye primer is a must to extend the wear of eye color and prevent eye color from creasing and smudging. Lip mask can keep lips kissably soft, and lip primer can prevent lipstick from feathering and bleeding. Marissa Nemes, Celebrity Makeup Artist All prices are suggested retail. Great Stocking Stuffers! Mary Kay NouriShine Plus Lip Gloss, $14 Mary Kay Creme Lipstick, $13 Mary Kay Lip Liner, $12 All prices are suggested retail. 42. 42 TimeWise Age-Fighting Moisturizer, $22 Mary Kay Ultimate MascaraTM (Black), $15 MaryKay Lash Love Mascara (I black), $15 TimeWise 3-In-1 Cleanser, $18 Oil-Free Eye Makeup Remover, $15 Mary Kay Eyeliner (Black), $12 Mary Kay Foundation Primer Sunscreen Broad Spectrum SPF15*, $16 TimeWise Firming Eye Cream, $30 Call me to try these faves. Or visit my MaryKay Personal Web Site to take the guesswork out of gift-giving. Visit today! SANTAS FAVORITE Holiday Hits BE ST-SELL ER B E S T- S E L L E R *Over-the-counter drug productThe best-seller logo/designation refers to top-selling products within the Mary Kay product line. *Over-the-counter drug productThe best-seller logo/designation refers to top-selling products within the Mary Kay product line. 43. 43 Traveling over the river and through the woods? Or all the way to Barbados for a beach getaway? Take these travel essentials along to keep your beauty routine merry and bright! GLAM ON THE GO Joyful Travel Must-Haves TimeWise Trial Miracle Set (one- month supply), $44 Travel Roll-Up Bag (unfilled), $30 Mary Kay Compact Pro (unfilled), $35 Mary Kay Beauty Blotters Oil-Absorbing Tissues, pk./75, $6 All prices are suggested retail. Mary Kay Facial Cleansing Cloths, pk./30, $15 Just add a little water to remove dirt, oil and makeup. Mary Kay Lash Love Waterproof Mascara, $15 Mary Kay Sun Care Essentials. See the sun care eCatalog for details. All prices are suggested retail. 44. 44 inspiring possibilities Join Mary Kay and change the lives of women and children worldwide. In the United States, from Sept. 16 through Dec. 15, 2012, $1 will be donated to The Mary Kay FoundationSM from each sale of limited- edition Beauty That Counts Mary Kay NouriShine Plus Lip Gloss in Inspiring and Possibilities. As part of this effort in the U.S., Mary Kay is proud to support The Mary Kay FoundationSM in its efforts to end domestic violence. Share a Sample. Keep the Go-Give spirit moving! With the purchase of your limited-edition Beauty That Counts Mary Kay NouriShine Plus Lip Gloss, youll receive a lip gloss sample to pass along to a friend. Look good with shimmering shades that flatter any skin tone. Feel good with the ultracomfortable formula that wont leave lips feeling sticky. Limited-Edition Beauty That Counts Mary Kay NouriShine Plus Lip Gloss, $14 each GIVING BACK The Best Gift of All Available while supplies last Visit my new Mary Kay Personal Web Site or go to marykay.com.