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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 11-K
 (MARK ONE)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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
 
 REVLON, INC.




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##### 



REVLON EMPLOYEES SAVINGS, INVESTMENT
AND PROFIT SHARING PLAN
 INDEX
 Page(s)Report of Independent Registered Public Accounting Firm
    
    
    1Financial Statements:Statements of Net Assets Available for Benefits
    
    
    2Statements of Changes in Net Assets Available for Benefits
    
    
    3Notes to Financial Statements
    
    
    4-17Supplemental Schedules:Schedule H, line 4i  Schedule of Assets (Held at End of Year)
    
    
    18Schedule H, line 4j  Schedule of Reportable Transactions
    
    
    19Signature Page
    
    
    20EX-23.1
  EXHIBITS
    
    Description23-1
    
    Consent of Independent Registered Public Accounting Firm




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/s/ KPMG LLPNew York, New YorkJune 22, 2011
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REVLON EMPLOYEES SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
 
 Statements of Net Assets Available for Benefits
As of December 31, 2010 and 2009
(Dollars in thousands)
 2010
    
    
    2009Investments:Equity securities
    
    $
    1,032
    
    
    $
    1,884Mutual funds
    
    
    95,260
    
    
    
    84,147Money market fund
    
    
    20,641
    
    
    
    Stable value fund (Note 4)
    
    
    
    
    
    
    26,492Net investments
    
    
    116,933
    
    
    
    112,523Receivables:Employer contributions
    
    
    1,383
    
    
    
    Loans receivable from participants
    
    
    2,598
    
    
    
    2,491Total receivables
    
    
    3,981
    
    
    
    2,491Adjustment from fair value to contract value for fully
benefit-responsive investment contracts in stable
value 
fund (Note 4)
    
    
    
    
    
    
    333Net assets available for benefits
    
    $
    120,914
    
    
    $
    115,347
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REVLON EMPLOYEES SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
 
 Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2010 and 2009
(Dollars in thousands)
 2010
    
    
    2009Additions to net assets attributable to:Investment income:Dividends
    
    $
    1,940
    
    
    $
    1,985Net appreciation in fair value of investments
    
    
    9,828
    
    
    
    22,233Total investment income
    
    
    11,768
    
    
    
    24,218Participant loan interest
    
    
    137
    
    
    
    174Contributions:Employees
    
    
    6,030
    
    
    
    7,197Employer matching
    
    
    2,301
    
    
    
    2,411Employer discretionary
    
    
    5,741
    
    
    
    Total contributions
    
    
    14,072
    
    
    
    9,608Total additions
    
    
    25,977
    
    
    
    34,000Deductions from net assets attributable to:Distributions and withdrawals
    
    
    (20,377
    )
    
    
    (13,536
    )Loan fees
    
    
    (33
    )
    
    
    (31
    )Total deductions
    
    
    (20,410
    )
    
    
    (13,567
    )Increase in net assets available for benefits
    
    
    5,567
    
    
    
    20,433Net assets available for benefits:Beginning of year
    
    
    115,347
    
    
    
    94,914End of year
    
    $
    120,914
    
    
    $
    115,347
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NOTE 1
    
    Description of the PlanThe following description of the Revlon Employees Savings, Investment and Profit
Sharing Plan, as amended (the Plan), is provided for general information purposes
only. Participants should refer to the Plan documents for a definitive and more
complete description of the Plans provisions, which prevail in all cases.
 (a)
    
    GeneralThe Plan is a qualified defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended (ERISA). The
Plan is sponsored by Revlon Consumer Products Corporation, a Delaware corporation
(hereafter, Products Corporation and together with its participating
subsidiaries, the Company). Effective January 1, 1997, 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. Effective January 1,
2003, a discretionary employer contribution component was added to the Plan to
enable the Company, should it elect to do so, to make discretionary contributions
to the Plan. Effective December 31, 2009, a discretionary profit sharing
component was added to the Plan to enable the Company, should it elect to do so,
to make discretionary profit sharing contributions to the Plan.(b)
    
    Administration of the PlanThe Plan sponsor is Products Corporation.Pursuant to the Plan, Products Corporations Board of Directors has appointed an
Administrative Committee, which is responsible for directing the Plans
administrative activities. An Investment Committee, also appointed by Products
Corporations Board of Directors, oversees the investment and reinvestment of the
assets in the Plans trust fund. The Investment Committee has appointed New
England Pension Consultants, LLC, 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.Beginning October 1, 2010, J.P. Morgan Retirement Plan Services, LLC was engaged
by the Plans Administrative Committee to serve as the Plans record-keeping
service provider (J.P. Morgan) for the Plans assets and JPMorgan Chase Bank
N.A (JPMCB) was engaged as the Plans trustee. From January 1, 2010 through
September 30, 2010 and in 2009, the Plans record-keeper for the Plans assets
was Fidelity Investments Institutional Operations Company, Inc. (Fidelity), and
the Plans trustee was Fidelity Management Trust Company (Fidelity Trust).(c)
    
    ContributionsEligible employees may participate in the Plan by contributing, through payroll
deductions (on either a pre-tax or post-tax basis), up to 25% of their eligible
compensation, subject to certain IRS rules concerning income ceiling limitations
and certain maximum contribution restrictions. Highly compensated employees (which
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for 2010 included employees with annual earnings of $110,000 or more earned in
2009) were restricted to a maximum contribution of 6% in 2010.Effective January 1, 2002, Plan participants who will be age 50 or older at any
time during the Plan year may make additional pre-tax contributions (of up to
$5,500 in each of 2010 and 2009) 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 each employees
contributions up to 6% of his or her eligible compensation (i.e., up to 3% in
Company matching contributions). The Companys matching contributions are made
in cash and are invested as directed by each Plan participant.Effective January 1, 1997, the Company may make profit sharing contributions (the
1997 Profit Sharing Contribution Program) for profit sharing eligible
employees. Under the 1997 Profit Sharing Contribution Program, the amount of the
Companys profit sharing contributions, if any, to a participants account is a
percentage of the participants eligible compensation, and such contributions are
contingent upon the Companys attainment of specific financial objectives for a
Plan year. Profit sharing contributions, if any (there were none in 2010 and
2009), under the 1997 Profit Sharing Contribution Program are invested in
accordance with each Plan participants instructions.Effective January 1, 2003, the Company may make discretionary contributions (the
2003 Discretionary Employer Contribution Program) to the Plan for a Plan year
in any amount it deems desirable (including no contributions at all) to a
nondiscriminatory group of participants, to be allocated in a nondiscriminatory
manner. Discretionary employer contributions, if any (there were none in 2010
and 2009), under the 2003 Discretionary Employer Contribution Program are
invested in accordance with each Plan participants instructions.The Plan was amended in May 2009, effective December 31, 2009, to provide that
the Company may make discretionary profit sharing contributions (the 2009
Discretionary Profit Sharing Contribution Program) should it elect to do so, in
any given year. The Company will determine in the fourth quarter of each year
whether to make such a discretionary profit sharing contribution and, if so, to
what extent profit sharing contributions would be made for the following year
under the 2009 Discretionary Profit Sharing Contribution Program. During any
given year, profit sharing contributions under the 2009 Discretionary Profit
Sharing Contribution Program remain at the Companys discretion. As the 2009
Discretionary Profit Sharing Contribution Program was not effective until
December 31, 2009, there were no profit sharing contributions under such program
in 2009. During 2010, discretionary profit sharing contributions under the 2009
Discretionary Profit Sharing Contribution Program were 5% of each Plan
participants eligible compensation, which was credited on a quarterly basis. In
December 2010, the Company announced that the discretionary profit sharing
contribution under the 2009 Discretionary Profit Sharing Contribution Program
during 2011 will be 3% of each Plan participants
eligible compensation, which the Company intends to credit on a quarterly basis.
Profit sharing contributions, if any, under the 2009 Discretionary Profit Sharing
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Contribution Program are invested in accordance with each Plan participants
instructions.A Plan participant is permitted to redesignate all or a portion of his or her
account balance in any fund available under the Plan to another fund available
under the Plan in multiples of 1% at any time, provided that investments in the
Revlon Common Stock Fund (which holds investments in shares of Revlon, Inc. Class
A common stock) 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 equally applicable to all Plan participants, including all
of the Companys senior executives.Employee contributions are timely deposited in a trust fund and invested in the
investment funds referred to in Note 3, Investments, in accordance with each
Plan participants direction.For participant contributions under the Plan, eligible compensation is defined as
eligible base earnings plus shift differential before contributions are deducted
for the Revlon Medical Plan, the Revlon Dental Plan, the Flexible Spending
Accounts, the mass transit fringe benefit program and/or the Plan. Eligible
compensation does not include overtime, bonuses, Employee Cash Incentive Plan
compensation, any other incentive compensation, or any other earnings.
Participant eligible compensation that may be taken into account for Plan
contribution purposes is limited by law and may be adjusted by the IRS from time
to time. For 2010 and 2009, this compensation limit was $245,000.For Company contributions under the 2009 Discretionary Profit Sharing
Contribution Program (no Company contributions were made under the 1997 Profit
Sharing Contribution Program or the 2003 Discretionary Employer Contribution
Program during the 2010 and 2009 reportable years), eligible compensation is
defined as base salary, overtime, shift differential, bonus (to the extent that
bonus does not exceed 50% of base salary), Employee Cash Incentive Plan
compensation, and any other incentive compensation.(d)
    
    EligibilityExcept as otherwise set forth below in respect to the 1997 Profit Sharing
Contribution Program and the 2003 Discretionary Employer Contribution Program,
Company
employees in eligible groups can participate in the Plan immediately upon hire or
attainment of age 18, whichever is later. Eligible employees classified as
part-time, temporary, seasonal or certain other employees may elect to
participate in the Plan immediately upon completing at least 1,000 hours of
service in a consecutive twelve-month period and attainment of age 21.The following categories of employees are not eligible to participate in the
Plan: (i) union employees, unless their respective unions collective bargaining
agreement with Products Corporation (and any of its participating subsidiaries)
specifically provides for participation in the Plan; (ii) employees with the job
title direct pay beauty advisor; (iii) employees with the job title field
merchandiser (unless the employee was otherwise a participant in the Plan as of
January 1, 1994); (iv) employees with the
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job title On-Call Distribution or On-Call Warehouse; (v) employees who
are interns; (vi) independent contractors; (vii) leased employees; and (viii)
non-resident aliens.To be eligible for a profit sharing contribution under the 1997 Profit Sharing
Contribution Program, an employee must be an eligible employee at the beginning
of the applicable Plan year for which such profit sharing contributions will be
made and must (i) not participate in any other sales or management incentive
program offered by the Company; (ii) complete at least 1,000 hours of service
during such Plan year; and (iii) be actively employed by the Company on the last
day of such Plan year.To be eligible for a contribution under the 2003 Discretionary Employer
Contribution Program, an employee must be an eligible employee and be included in
a non-discriminatory group of Plan participants. A non-discriminatory group of
Plan participants generally includes non-highly compensated employees.Eligible employees may participate in the 2009 Discretionary Profit Sharing
Contribution Program regardless of whether they make employee contributions under
the Plan.(e)
    
    Loans to Plan ParticipantsA Plan participant may borrow up to 50% of his or her vested account balance.
The minimum amount for a loan is $1,000 and the maximum amount for a loan is
$50,000. Regardless of the amount borrowed, the amount of the Plan participants
loan request will be reduced by his or her highest outstanding loan balance under
the Plan in the preceding 12 months. Loan proceeds are taken pro-rata from a
participants investment funds. Moreover, loans are made from before-tax
savings, vested Company matching contributions, after-tax savings and profit
sharing contributions on a pro-rata basis. Any outstanding loans under the Plan
reduce the amount
available to a Plan participant for a new loan, as well as the amount that can be
paid to the Plan participant when his or her employment terminates.Normally, unless the first loan is currently in default, a Plan participant may
have up to two loans outstanding at any time (provided that one of the loans is
for the purchase of a principal residence). A Plan participant may not obtain
more than one loan in any 12-month period. The interest rate for loans is
determined by the Investment Committee. For the 2010 and 2009 Plan years, the
interest rate for loans remained at a rate equal to the prime rate plus 1% as of
the first business day of the month in which the loan was made. 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 under the Plan, including
interest, are repaid through payroll deductions, except in the case where a
participant goes on unpaid leave, in which case the participant remits repayment
directly to JPMCB, the Plans trustee, and are credited to the individual
participants Plan account according to his or her current investment elections.
Administrative fees associated with a loan to a Plan participant under the Plan
are charged directly to the Plan participants account.If a participant loan is in default, the participant is treated as having
received a taxable deemed distribution for the amount in default. Participant
payments on loans
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subsequent to the dates in which the loans were deemed distributed are
treated as employee contributions to the Plan for purposes of increasing the tax
basis in the participants account. These payments are not treated as employee
contributions for any other purpose under the Plan. For 2010 and 2009, deemed
distributions related to participant loans were $16,941 and $4,124, respectively.(f)
    
    VestingPlan participants are fully vested at all times with respect to their own
contributions to the Plan and the earnings on such contributions. Plan
participants are fully vested in the Companys matching contributions and profit
sharing contributions under the 1997 Profit Sharing Contribution Program and the
2003 Discretionary Employer Contribution Program after one year of service.
Profit sharing contributions under the 2009 Discretionary Profit Sharing
Contribution Program are fully vested immediately upon being credited into a plan
participants account.Regardless of years of service, participants also become fully vested upon the
earliest to occur of (i) reaching age 65, (ii) termination of employment on
account of disability (as defined in the Plan), (iii) death while employed by the
Company, or (iv) termination of the Plan.(g)
    
    ForfeituresNonvested Company contributions that are forfeited after a Plan participants
employment terminates are used to reduce future Company contributions under the
Plan and to pay permissible expenses of Plan administration and as otherwise
permitted under the Plans provisions. Forfeitures were $11,567 and $7,229 in
2010 and 2009, respectively. The Company uses forfeitures from the current year
as well as any unused forfeitures from prior years to reduce annual contributions
to the Plan. Aggregate forfeitures used to reduce 2010 and 2009 Company
contributions under the Plan were $11,574 and $8,808, respectively.(h)
    
    Distribution of BenefitsUpon termination of employment, a Plan participant is entitled to receive his or
her employee contributions and vested Company contributions, subject to the
vesting requirements of the Plan. 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.
 NOTE 2
    
    Summary of Significant Accounting Policies
 (a)
    
    Basis of PresentationThe Plans accompanying financial statements have been prepared in compliance
with the United States Department of Labors (the DOL) Rules and Regulations
for Reporting and Disclosure under ERISA and the accrual basis of accounting
under U.S. generally accepted accounting principles (U.S. GAAP) and present the
net assets
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available for Plan benefits and changes in the Plans net assets. All
tabular amounts are presented in thousands.(b)
    
    Recent Accounting PronouncementsIn January 2010, the FASB issued ASU No. 2010-06, which amends FASB ASC Topic
820, Fair Value Measurements and Disclosures, requiring: (i) separate
disclosure of significant transfers between Level 1 and Level 2 assets and
liabilities and the reasons for the transfers; (ii) disclosure, on a gross basis,
of purchases, sales, issuances and net settlements within Level 3 assets and
liabilities; (iii) disclosure regarding the fair value measurement for each class
of assets and liabilities; and (iv) a description of the valuation techniques and
inputs used to measure fair value for both recurring and nonrecurring fair value
measurements. The provisions of this update to the Fair Value Measurements and
Disclosures Topic are effective for reporting periods beginning after December
15, 2009, except for the Level 3 disclosure requirements, which are effective for
fiscal years beginning after December 15, 2010,
and for interim periods within those fiscal years. The Company adopted the
provisions of this update to the Accounting Standards Codification, Topic 820,
Fair Value Measurements and Disclosures topic (the Fair Value Measurements and
Disclosures Topic) effective January 1, 2010, except for the provisions of this
update that will be effective in the year ended December 31, 2011, and has
included the required disclosures below in Note 3, Investments. Such adoption
did not have a material impact on the Plans financial statements.In January 2010, the FASB issued ASU No. 2010-25, Plan Accounting  Defined
Contribution Pension Plans (ASU 2010-25), which requires disclosure and
measurement changes related to participant loans. Participant loans are required
to be classified as notes receivable from participants and are no longer subject
to fair value measurement disclosure requirements. In addition, notes receivable
from participants are measured at their unpaid principal balance plus any accrued
but unpaid interest. The Company adopted ASU 2010-25 in 2010 and applied it
retrospectively for all prior periods presented. The adoption of ASU 2010-25 did
not have a material impact on the Plans financial statements.(c)
    
    Use of EstimatesThe preparation of the Plans financial statements in conformity with the DOLs
Rules and Regulations for Reporting and Disclosure under ERISA and U.S. GAAP
requires the Plans management to make certain estimates and assumptions that
affect the reported amounts of the Plans assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the Plans
financial statements and the reported amounts of additions and deductions to the
Plans net assets during the reporting period. Actual results could differ from
those estimates.(d)
    
    Administrative ExpensesThe Plan has reserved the right to charge participant accounts the cost of
administering the Plan, although it did not do so during 2010 and 2009 as such
expenses (excluding loan fees, which were borne by participants with loans in
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accordance with the terms of the Plan) were paid by Products Corporation.
Expenses relating to short-term trading fees, investment fees and loan fees are
charged against the Plan participants investment balances.(e)
    
    Fully Benefit-Responsive Investment ContractsIn accordance with related accounting guidance, the Plan must present the fully
benefit-responsive investment contracts in the Stable Value Fund at fair value
with an adjustment for contract value on the Statement of Net Assets Available
for Benefits. (See Note 4, Stable Value Fund, below.)(f)
    
    Investments Valuation and Income RecognitionThe Plans investments are stated at fair value. The fair value of a financial
instrument is the amount that would be received upon sale of an asset or paid to
transfer a liability in an orderly transaction between market participants at the
measurement date. Quoted market prices are used to value investments in equity
securities. Shares held in mutual funds are valued at the net asset value of
shares held by the Plan at year-end based on closing prices as of the last
business day of each period presented.Purchases and sales of securities are recorded on a trade-date basis (generally
the date on which the security trade occurs). Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date (generally the
date before which a stockholder must hold a security in order to be entitled to
receive a dividend). Net appreciation or depreciation in fair value of
investments consists of realized gains and losses and unrealized appreciation or
depreciation in investments. Realized gains and losses are calculated as the
difference between the proceeds from sales and the related investments fair
value at the beginning of the Plan year, or acquisition cost if acquired during
the Plan year. Unrealized appreciation or depreciation is calculated as the
difference between the fair value of investments at the end of the Plan year and
their fair value at the beginning of the Plan year, or acquisition cost if
acquired during the Plan year. Capital gain distributions from the Plans
investments are included in dividend income.(g)
    
    Participant LoansParticipant loans are measured at their unpaid principal balance plus any accrued
but unpaid interest.
 NOTE 3
    
    InvestmentsAs of December 31, 2010, the Plans investment options consisted of: (i) twenty-one
mutual funds, including eleven mutual funds with various investment and income
objectives and ten Smart Retirement Funds offered by JP Morgan, each with an
objective of balancing risk and seeking certain returns based upon the Plan
participants self-targeted retirement date, (ii) the Revlon Common Stock Fund,
consisting solely of Revlon, Inc.s Class A common stock, and (iii) the JPMorgan Prime
Money Market  Agency which seeks to maximize current income and maintain a high level
of liquidity.
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For information about any of the funds offered under the Plan, including risk
factors, investment objectives and expenses, Plan participants should refer to the
respective funds prospectus.Included in the Statements of Net Assets Available for Benefits as of December 31,
2010 and 2009 are the following investments, each stated at fair value:
 December 31,2010
    
    
    2009(Dollars in thousands)Equity Securities:Revlon, Inc. Class A Common Stock Fund
    
    $
    1,032
    
    
    $
    1,884Mutual Funds:American Funds Growth Fund of America  R4
    
    
    16,561
    *
    
    
    Fidelity Growth Company Fund
    
    
    
    
    
    
    18,080
    *Vanguard 500 Index  Signal
    
    
    2,719
    
    
    
    Spartan US Equity Index Fund  Investor Class
    
    
    
    
    
    
    2,175Artisan Mid Cap Fund  Investor Class
    
    
    10,100
    *
    
    
    8,285
    *Vanguard Extended Market Index  Signal
    
    
    1,362
    
    
    
    Vanguard Small Cap Value Index
    
    
    
    
    
    
    974MSIF, Inc.  Emerging Markets Portfolio  Class A
    
    
    3,748
    
    
    
    3,509JPMorgan Value Opportunities  Inst
    
    
    13,976
    *
    
    
    Dodge & Cox Stock Fund
    
    
    
    
    
    
    15,667
    *American Funds EuroPacific Growth Fund  Class R4
    
    
    7,630
    *
    
    
    7,876
    *PIMCO Total Return Fund  Institutional Class
    
    
    6,767
    *
    
    
    4,946PIMCO High Yield Fund  Institutional Class
    
    
    3,093
    
    
    
    1,936Vanguard Inflation  Protected Securities  Inv
    
    
    208
    
    
    
    Royce Pennsylvania Mutual Fund  Inv
    
    
    126
    
    
    
    JPMorgan SmartRetirement Income  Inst
    
    
    1,426
    
    
    
    Fidelity Freedom Income Fund
    
    
    
    
    
    
    143Fidelity Freedom 2005 Fund
    
    
    
    
    
    
    506JPMorgan SmartRetirement 2010    Inst
    
    
    1,716
    
    
    
    Fidelity Freedom 2010 Fund
    
    
    
    
    
    
    1,316JPMorgan SmartRetirement 2015    Inst
    
    
    6,768
    *
    
    
    Fidelity Freedom 2015 Fund
    
    
    
    
    
    
    6,074
    *JPMorgan SmartRetirement 2020    Inst
    
    
    5,678
    
    
    
    Fidelity Freedom 2020 Fund
    
    
    
    
    
    
    4,215JPMorgan SmartRetirement 2025    Inst
    
    
    3,915
    
    
    
    Fidelity Freedom 2025 Fund
    
    
    
    
    
    
    2,494JPMorgan SmartRetirement 2030    Inst
    
    
    4,033
    
    
    
    Fidelity Freedom 2030 Fund
    
    
    
    
    
    
    2,702JPMorgan SmartRetirement 2035    Inst
    
    
    2,597
    
    
    
    Fidelity Freedom 2035 Fund
    
    
    
    
    
    
    1,630JPMorgan SmartRetirement 2040    Inst
    
    
    1,844
    
    
    
    Fidelity Freedom 2040 Fund
    
    
    
    
    
    
    1,221JPMorgan SmartRetirement 2045    Inst
    
    
    757
    
    
    
    Fidelity Freedom 2045 Fund
    
    
    
    
    
    
    264JPMorgan SmartRetirement 2050    Inst
    
    
    236
    
    
    
    Fidelity Freedom 2050 Fund
    
    
    
    
    
    
    134Total Mutual Funds
    
    
    95,260
    
    
    
    84,147Stable Value Fund:Fidelity Managed Income Portfolio II  Class 1
    
    
    
    
    
    
    26,492
    *Money Market Fund:JPMorgan Prime Money Market  Agency
    
    
    20,641
    *
    
    
    Total Investments
    
    $
    116,933
    
    
    $
    112,523
 
 *
    
    These investments represent 5% or more of the Plans net assets available for
benefits. - 11 -




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The Fair Value Measurements and Disclosures Topic requires the categorization of
assets and liabilities into three levels based upon the assumptions used to price the
assets or liabilities. Level 1 provides the most reliable measure of fair value,
whereas Level 3, if applicable, generally would require significant judgment. The
three levels for categorizing assets and liabilities under the fair value measurement
requirements are as follows:
 
    
    Level 1: Fair valuing the asset or liability using observable inputs,
such as quoted prices in active markets for identical assets or liabilities;
    
    Level 2: Fair valuing the asset or liability using inputs other than
quoted prices that are observable for the applicable asset or liability,
either directly or indirectly, such as quoted prices for similar (as opposed
to identical) assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not active;
and
    
    Level 3: Fair valuing the asset or liability using unobservable inputs
that reflect the Companys own assumptions regarding the applicable asset or
liability.
 The methods described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. Furthermore,
the use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different fair value measurement at
the reporting date. There were no changes in methodologies used at December 31, 2010
and 2009, respectively.As of December 31, 2010, the fair values of the Plans investments were categorized as
presented in the table below:
 (Dollars in thousands)
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Plan Assets:Revlon Common Stock Fund
    
    $
    1,032
    
    
    $
    1,032
    
    
    $
    
    
    
    $
    Mutual funds:U.S. large cap equities
    
    
    33,256
    
    
    
    33,256
    
    
    
    
    
    
    
    U.S. small/mid cap funds
    
    
    11,589
    
    
    
    11,589
    
    
    
    
    
    
    
    Target date blended funds
    
    
    28,970
    
    
    
    28,970
    
    
    
    
    
    
    
    International equities
    
    
    7,630
    
    
    
    7,630
    
    
    
    
    
    
    
    Emerging market equities
    
    
    3,748
    
    
    
    3,748
    
    
    
    
    
    
    
    Corporate bond funds
    
    
    5,796
    
    
    
    5,796
    
    
    
    
    
    
    
    Government bonds
    
    
    4,271
    
    
    
    4,271
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    20,641
    
    
    
    20,641
    
    
    
    
    
    
    
    Total assets at fair value
    
    $
    116,933
    
    
    $
    116,933
    
    
    $
    
    
    
    $
    
 - 12 -




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##### Table of Contents



As of December 31, 2009, the fair values of the Plans investments were
categorized as presented in the table below:
 (Dollars in thousands)
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Plan Assets:Revlon Common Stock Fund
    
    $
    1,884
    
    
    $
    1,884
    
    
    $
    
    
    
    $
    Mutual funds:U.S. large cap equities
    
    
    35,922
    
    
    
    35,922
    
    
    
    
    
    
    
    U.S. small/mid cap funds
    
    
    9,259
    
    
    
    9,259
    
    
    
    
    
    
    
    Target date blended funds
    
    
    20,699
    
    
    
    20,699
    
    
    
    
    
    
    
    International equities
    
    
    7,876
    
    
    
    7,876
    
    
    
    
    
    
    
    Emerging market equities
    
    
    3,509
    
    
    
    3,509
    
    
    
    
    
    
    
    Corporate bonds
    
    
    4,004
    
    
    
    4,004
    
    
    
    
    
    
    
    Government bonds
    
    
    2,878
    
    
    
    2,878
    
    
    
    
    
    
    
    Stable Value Fund (a):Corporate bonds
    
    
    9,352
    
    
    
    
    
    
    
    9,352
    
    
    
    Government bonds
    
    
    14,491
    
    
    
    
    
    
    
    14,491
    
    
    
    Cash and cash equivalents
    
    
    2,649
    
    
    
    
    
    
    
    2,649
    
    
    
    Total assets at fair value
    
    $
    112,523
    
    
    $
    86,031
    
    
    $
    26,492
    
    
    $
    
 
 (a)
    
    Effective March 1, 2010, the Plans Investment Committee terminated
the Fidelity Managed Income Portfolio II  Class I (Stable Value Fund) (the
Managed Income Portfolio), which is classified as a Level 2 asset, as an
investment option available under the Plan and replaced it with the Fidelity
Retirement Government Money Market Portfolio (the Money Market Portfolio),
which is classified as a Level 1 asset. Refer to Note 4, Stable Value Fund
below for additional information regarding the termination of the Managed Income
Portfolio. The following information represents the Plans investment income for the years ended
December 31, 2010 and 2009:
 December 31,2010
    
    
    2009(Dollars in thousands)Net appreciation (depreciation) in fair value of
investments:Equity securities
    
    $
    (773
    )
    
    $
    1,292Mutual funds
    
    
    10,601
    
    
    
    20,941Net appreciation in fair value of investments
    
    
    9,828
    
    
    
    22,233Dividends
    
    
    1,940
    
    
    
    1,985Total investment income
    
    $
    11,768
    
    
    $
    24,218
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##### Table of Contents



NOTE 4
    
    Stable Value FundEffective March 1, 2010, the Plans Investment Committee terminated the Managed Income
Portfolio as an investment option available under the Plan and replaced it with the
Money Market Portfolio. Unless otherwise directed by Plan participants, Fidelity
automatically transferred Plan participant balances from the Managed Income Portfolio
to the Money Market Portfolio, totaling $23,777,269, in five monthly increments
beginning March 1, 2010 through July 1, 2010 with a final lump sum transfer on July
15, 2010. Plan participants were not permitted to make direct exchanges from the
Managed Income Portfolio to the Money Market Portfolio as they are considered to be
competing funds; rather, Plan participants were required to first exchange to a
noncompeting fund for 90 days prior to exchanging any funds into the Money Market
Portfolio.Prior to its termination as an investment option in the Plan, the Managed Income
Portfolio held investments in synthetic guaranteed investment contracts (synthetic
GICs), all of which were fully benefit-responsive. A fully benefit-responsive
investment contract guarantees (i) repayment of principal and interest credited to
Plan participants (at a crediting interest rate that will not be less than zero) and
(ii) that Plan participant-initiated transactions permitted under the terms of the
Plan will occur at contract value. The Managed Income Portfolio was credited with
earnings on the underlying investments and charged for participant withdrawals and
administrative expenses. The synthetic GICs issuers were contractually obligated to
repay the principal and a specified interest rate to the Plan.The Plan participants investment in the Managed Income Portfolio was stated at fair
value on the Statements of Net Assets Available for Benefits, as determined by the
trustee, with an adjustment to contract value, as such investments were fully
benefit-responsive investment contracts.The fair value of the Managed Income Portfolio was equal to the total of the fair
value of the underlying assets plus the total wrap contract rebid value, which was
calculated by
discounting the related cash flows based on current yields of similar instruments with
comparable durations. The fair value of the Managed Income Portfolio at December 31,
2010 and 2009 was nil and $26,491,687 (which consisted of $26,463,219 fair value of
the underlying investments and a $28,468 wrap contract rebid value), respectively.Contract value was the relevant measurement attribute for that portion of the Plans
net assets available for benefits attributable to fully benefit-responsive investment
contracts because the contract value was the amount participants would have received
if they were to initiate the permitted transactions under the terms of the Plan. In
determining the net assets available for benefits, the synthetic GICs portion of the
Managed Income Portfolio was recorded at contract value, which was equal to
contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants could
 - 14 -




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##### Table of Contents



ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. The contract value of the Managed Income Portfolio at
December 31, 2010 and 2009 was nil and $26,824,531, respectively. Prior to the
termination of the Managed Income Portfolio as an investment option in the Plan, there
were no reserves against contract values for credit risk of the contract issuers or
otherwise.The average annual yield based on annualized earnings for the underlying investments
in the Managed Income Portfolio was 2.25% and 2.74% for the years ended December 31,
2010 and 2009, respectively. The crediting interest rate based on the interest rates
credited to participants for the underlying investments in the Managed Income
Portfolio was 1.82% and 1.53% for the years ended December 31, 2010 and 2009,
respectively. As of July 15, 2010, Plan participants no longer held investments in
the Managed Income Portfolio.NOTE 5
    
    Risks and UncertaintiesThe Plans participants direct investments in various investment securities.
Investment securities are exposed to various risks such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment securities,
it is at least reasonably possible that changes in the values of these investment
securities will occur in the near term and that such changes could materially affect
Plan participants account balances and the amounts reported in the Plans Statement
of Net Assets Available for Benefits. For more detailed information about any of the
funds offered under the Plan, including risk factors, investment objectives and
expenses, Plan participants should refer to the respective funds prospectus.NOTE 6
    
    Plan TerminationProducts Corporation has the right to amend or terminate the Plan at any time and has
delegated to the Administrative Committee authority to amend the Plan for certain
changes required by law and non-material and ministerial amendments. In the event
that the Plan is terminated or all contributions under the Plan are completely
discontinued, each Plan
participant would become fully vested in any unvested portion of the funds allocated
to that Plan participants account representing Company contributions.NOTE 7
    
    Federal Income Tax StatusProducts Corporation intends the Plan to be a qualified plan as
described in sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended (the Code), and, as such, Products Corporation intends the trust established
under the Plan to be exempt from federal income taxes under the provisions of section
501(a) of the Code. The Internal Revenue Service has issued a favorable determination
letter, dated January 8, 2002, with respect to the Plan. Such letter generally
addresses the qualification of the Plan, as amended through June 14, 2001, as a
qualified plan under Sections 401(a) and 401(k) of the Code. Although the Plan has
been amended since the date of the determination letter, in the opinion of Products
Corporation in its capacity as Plan sponsor, the Plan continues to be qualified and
exempt from federal income taxes. Therefore, the Plans financial statements include
no provision for income taxes.
 - 15 -




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##### Table of Contents



U.S. generally accepted accounting principles require the Plan sponsor to
evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if
the Plan has taken an uncertain position that more likely than not would not be
sustained upon examination by the U.S. Internal Revenue Service. The Plan sponsor has
analyzed the tax positions taken by the Plan, and has concluded that as of December
31, 2010, there were no uncertain positions taken or expected to be taken that would
require recognition of a liability (or an asset) or other disclosure in the Plans
financial statements.NOTE 8
    
    Related Party TransactionsFor the nine months ended September 30, 2010 and for the year ended December 31, 2009,
the Plans record-keeper for the Plans assets was Fidelity and the Plans trustee was
Fidelity Trust. In November 2009, subsequent to Revlon, Inc.s consummation of its
voluntary exchange offer (as amended, the Exchange Offer), FMR, LLC, an affiliate of
Fidelity (FMR), filed a Schedule 13G/A with the SEC disclosing that they ceased to
own any shares of Revlon, Inc.s Class A common stock. Subsequently, Fidelity advised
the Company that, as of the April 8, 2010 record date for Revlon, Inc.s 2010 Annual
Stockholders Meeting, FMR (singly or together with other affiliates of Fidelity)
owned 8,233,526 shares of Revlon, Inc.s outstanding Class A common stock and Revlon,
Inc.s Series A preferred stock, in the aggregate, representing approximately 9.2% of
Revlon, Inc.s issued and outstanding shares of voting capital stock at such date.
Subsequently, however, Fidelity filed a Schedule 13F with the SEC on February 11,
2011, indicating that it owned 1,013,000 shares of Class A common stock as of December
31, 2010. The Company does not know how many shares of Series A preferred stock
Fidelity may own and there is no public record of such ownership.For the nine months ended September 30, 2010 and for the year ended December 31,
2009, Fidelity Trust acted as trustee for the Plan for which it was paid approximately
$4,000 and $5,000 each period, respectively, to administer the Plan. The fees for
such services were based on standard rates charged by Fidelity Trust for similar
administrative services performed for its clients and were paid entirely by Products
Corporation. As set forth above in Note 3, Investments, prior to October 1, 2010,
various Fidelity-sponsored investment funds were available as investment options for
participants under the Plan. Investment Management fees are paid by the funds and are
included and reported as a reduction to net appreciation in the fair value of
investments.For the nine months ended September 30, 2010 and for the year ended December 31, 2009,
Products Corporation paid Fidelity Trust approximately $20,000 and $231,800,
respectively, to provide routine administrative services and record-keeping to the
Plan in connection with administering the Exchange Offer. The fees for such services
were based on standard rates charged by Fidelity Trust for similar administrative
services and were paid entirely by Products Corporation. The Plan did not pay any
portion of these fees.Beginning October 1, 2010, JPMCB was engaged as the Plans trustee. As set forth in
Note 3, Investments, certain Plan investments are shares of mutual funds managed by
JPMCB. Investment Management fees are paid by the funds and are included and reported
as a reduction to net appreciation in the fair value of investments.
 - 16 -




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##### Table of Contents



As of December 31, 2010, the Plan held investments of $1,031,970, or 104,730
shares, of Revlon, Inc.s Class A common stock (based on the NYSE closing price of
$9.84 per share on December 31, 2010), which at that date was approximately 1% of the
Plans total assets.  
As of December 31, 2009, the Plan held investments of $1,884,245, or 110,741 shares,
of Revlon, Inc.s Class A common stock (based on NYSE closing price of $17.01 per
share on December 31, 2009), which at that date was approximately 2% of the Plans
total assets.NOTE 9
    
    Reconciliation of Financial Statements to Form 5500The following is a reconciliation of the Plans net assets reported in the Plans
financial statements (which includes the investment contracts reported at contract
value) to the Plans net assets reported in the Plans Form 5500 for the years ended
December 31, 2010 and 2009 (which includes the investment contracts reported at fair
value):
 December 31,2010
    
    
    2009(Dollars in thousands)Net assets available for benefits per financial
statements
    
    $
    120,914
    
    
    $
    115,347Adjustment from contract value to fair value for
fully benefit-responsive investment contracts(a)
    
    
    
    
    
    
    (333
    )Adjustment for other receivable(b)
    
    
    
    
    
    
    4Net assets available for benefits per Form 5500
Schedule of Assets (Held at the End of the Year)
    
    $
    120,914
    
    
    $
    115,018
 
 (a)
    
    The Plans fully benefit-responsive investment contracts are
valued at fair value with an adjustment for contract value on the Statement of Net
Assets Available for Benefits. (See Note 2(f), Summary of Significant Accounting
Policies  Investments Valuation and Income Recognition.)(b)
    
    In 2009, there was a $4 participant payment on a loan subsequent
to the date on which the loan was deemed distributed. The following is a reconciliation of the Plans change in net assets available
for benefits reported in the Plans financial statements for the years ended December
31, 2010 and 2009 to the Plans change in net assets available for benefits reported
in the Plans Form 5500 for such years:
 December 31,2010
    
    
    2009(Dollars in thousands)Increase in net assets available for benefits
per financial statements
    
    $
    5,567
    
    
    $
    20,433Adjustment from contract value to fair value
for fully benefit-responsive investment
contracts:Current year
    
    
    
    
    
    
    (333
    )Prior year
    
    
    333
    
    
    
    1,044Adjustment for other receivable(a)
    
    
    (4
    )
    
    
    4Increase in net assets available for benefits
per Form 5500
    
    $
    5,896
    
    
    $
    21,148
 
 (a)
    
    In 2009, there was a $4 participant payment on a loan subsequent to
the date on which the loan was deemed distributed. - 17 -




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##### Table of Contents



(b)
    
    (c)Identity of issuer, borrower,
    
    Description of investment including maturity date, rate of
    
    (d)
    
    (e)(a)
    
    lessor or similar party
    
    interest, collateral, par, or maturity value
    
    Cost
    
    Market Value*
    
    J.P. Morgan Asset Management
    
    JPMorgan SmartRetirement Income, 91,518 shares (mutual fund)
    
    **
    
    $
    1,425,846JPMorgan SmartRetirement 2010, 113,646 shares (mutual fund)
    
    **
    
    
    1,716,061JPMorgan SmartRetirement 2015, 448,208 shares (mutual fund)
    
    **
    
    
    6,767,946JPMorgan SmartRetirement 2020, 375,801 shares (mutual fund)
    
    **
    
    
    5,678,358JPMorgan SmartRetirement 2025, 273,025 shares (mutual fund)
    
    **
    
    
    3,915,178JPMorgan SmartRetirement 2030, 268,670 shares (mutual fund)
    
    **
    
    
    4,032,736JPMorgan SmartRetirement 2035, 182,999 shares (mutual fund)
    
    **
    
    
    2,596,755JPMorgan SmartRetirement 2040, 123,325 shares (mutual fund)
    
    **
    
    
    1,843,704JPMorgan SmartRetirement 2045, 53,265 shares (mutual fund)
    
    **
    
    
    757,434JPMorgan SmartRetirement 2050, 16,588 shares (mutual fund)
    
    **
    
    
    236,376JPMorgan Value Opportunities, 962,572 shares (mutual fund)
    
    **
    
    
    13,976,546JPMorgan Prime Money Market (mutual fund)
    
    **
    
    
    20,641,15263,588,092Artisan Funds, Inc.
    
    Artisan Mid Cap Fund  Investor Class, 300,344 shares
(mutual fund)
    
    **
    
    
    10,100,576The Vanguard Group, Inc.
    
    Vanguard Extended Market Index Fund, 38,426 shares
(mutual fund)
    
    **
    
    
    1,362,582Vanguard 500 Index Fund, 28,414 shares (mutual fund)
    
    **
    
    
    2,718,650Vanguard Inflation Fund, 15,975 shares (mutual fund)
    
    **
    
    
    207,681Morgan Stanley Institutional Funds, Inc.
    
    MSIF, Inc. Emerging Markets Portfolio  Class A, 138,085 shares (mutual fund)
    
    **
    
    
    3,747,629PIMCO Funds
    
    PIMCO Total Return Fund  Institutional Class, 623,681 shares (mutual fund)
    
    **
    
    
    6,766,941PIMCO High Yield Fund  Institutional Class, 332,550 shares (mutual fund)
    
    **
    
    
    3,092,719American Funds Distributors
    
    EuroPacific Growth Fund  Class R4, 187,559 shares
(mutual fund)
    
    **
    
    
    7,629,881Growth Fund of America, 548,565 shares  (mutual fund)
    
    **
    
    
    16,561,166Royce & Associates, LLC
    
    Royce Pennsylvania Mutual Fund, 10,808 shares
    
    **
    
    
    125,918*
    
    Revlon, Inc.
    
    Revlon Common Stock Fund, 104,730 shares (equity security)
    
    **
    
    
    1,031,970*
    
    Loans to participants
    
    Loans to participants at interest rates, ranging from 4.00% to 9.25%, with maturities through 2025
    
    **
    
    
    2,597,643Total Investments
    
    
    
    
    
    $
    119,531,448
 
 *
    
    Party-in-interest.**
    
    Cost information is not required for participant-directed investments and,
therefore, is not included.  - 18 -




---



##### Table of Contents



(f)(a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Current Value of
    
    (g)Identity of party
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    Asset on
    
    Net Gain orinvolved
    
    Description of Asset
    
    Selling Price
    
    Purchase Price
    
    Cost of Asset
    
    Transaction Date
    
    (Loss)SINGLE TRANSACTIONSFidelity Management Trust Company
    
    Fidelity Retirement Government 
Money Market Portfolio
    
    $
    21,451,229
    
    
    $
    
    
    
    $
    21,451,229
    
    
    $
    21,451,229
    
    
    $
    Fidelity Growth Company Fund
    
    
    15,849,372
    
    
    
    
    
    
    
    13,872,654
    
    
    
    15,849,372
    
    
    
    1,976,718Fidelity Freedom 2015 Fund
    
    
    6,167,964
    
    
    
    
    
    
    
    6,347,487
    
    
    
    6,167,964
    
    
    
    (179,523
    )Dodge Cox Funds
    
    Dodge & Cox Stock Fund
    
    
    13,275,186
    
    
    
    
    
    
    
    14,894,394
    
    
    
    13,275,186
    
    
    
    (1,619,208
    )J.P. Morgan Funds
    
    JPMorgan Prime Money Market
    
    
    
    
    
    
    21,451,229
    
    
    
    21,451,229
    
    
    
    21,451,229
    
    
    
    JPMorgan Value Opportunities
    
    
    
    
    
    
    13,275,186
    
    
    
    13,275,186
    
    
    
    13,275,186
    
    
    
    JPMorgan Smart Retirement 2015
    
    
    
    
    
    
    6,167,964
    
    
    
    6,167,964
    
    
    
    6,167,964
    
    
    
    American Funds
Distributors
    
    Growth Fund of America
    
    
    
    
    
    
    15,849,372
    
    
    
    15,849,372
    
    
    
    15,849,372
    
    
    
    SERIES IN SAME SECURITYFidelity Management Trust Company
    
    Fidelity Managed Income 
Portfolio II  Class 1
    
    $
    23,777,269
    
    
    $
    
    
    
    $
    23,777,269
    
    
    $
    23,777,269
    
    
    $
    Fidelity Retirement Government 
Money Market Portfolio
    
    
    
    
    
    
    23,777,269
    
    
    
    23,777,269
    
    
    
    23,777,269
    
    
    
    
  - 19 -




---



##### Table of Contents



SIGNATURES
 The Plan
 REVLON EMPLOYEES SAVINGS, INVESTMENT AND PROFIT SHARING PLAN
 By
    /s/ Helene S. PlinerHelene S. PlinerMember of the Plans Administrative CommitteeDated: June 22, 2011  List of Exhibits on Form 11-K
 Exhibits
    
    Description23.1
    
    Consent of Independent Registered Public Accounting Firm
 - 20 -