##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  Form 10-K
  (Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to     REVLON,
    INC.
   DELAWARE

13-3662955(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)237 Park Avenue, New York, New York

10017(Address of principal executive offices)

(Zip Code)   Registrants telephone number, including area code:
    (212) 527-4000
 Securities registered pursuant to Section 12(b) or 12(g)
    of the Act:
  Title of each class

Name of each exchange on which
    registeredClass A Common Stock

New York Stock Exchange    o x
   o x
   x o
  Regulation S-T
 o o
  Regulation S-K Form 10-K Form 10-K.
 x
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer x

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2
 o x
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Portions of Revlon, Inc.s definitive Proxy Statement to
    be delivered to shareholders in connection with its Annual
    Meeting of Stockholders to be held on or about June 3, 2011
    are incorporated by reference into Part III of this
    Form 10-K.




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##### 





Revlon,
    Inc. and Subsidiaries
   Form 10-K
   For the
    Year Ended December 31, 2010
   Table of
    Contents
  PagePART IItem 1.


Business


2Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


24Item 4.


[Removed and Reserved by SEC Release Nos.
    33-9089A and
    34-61175A]


26PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


27Item 6.


Selected Financial Data


28Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


56Item 8.


Financial Statements and Supplementary Data


58Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


58Item 9A.


Controls and Procedures


58Item 9B.


Other Information


59PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


64Item 11.


Executive Compensation


64Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


64Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


64Item 14.


Principal Accountant Fees and Services


64PART IVItem 15.


Exhibits and Financial Statement Schedules


66Index to Consolidated Financial Statements and Schedules


F-1Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)


F-2Report of Independent Registered Public Accounting Firm (Internal Control Over Financial Reporting)


F-3Financial Statements


F-4Financial Statement Schedule


F-70SignaturesCertificationsExhibitsEX-10.3EX-10.5EX-21.1EX-23.1EX-24.1EX-24.2EX-24.3EX-24.4EX-24.5EX-24.6EX-24.7EX-24.8EX-24.9EX-24.10EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1   1




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##### Table of Contents



PART I
  Item 1.
    Business  Background
      Revlon Revlon
    ColorStay Revlon Super Lustrous Revlon
    Age Defying Almay Almay Intense i-Color Almay Smart Shade Revlon
    ColorSilk Revlon Mitchum Charlie Jean Naté Ultima II Gatineau
      The
    Companys Business Strategy
    1.
    Building our strong brands.  We continue
    to build our strong brands by focusing on innovative,
    high-quality, consumer-preferred brand offering; effective
    consumer brand communication; appropriate levels of advertising
    and promotion; and superb execution with our retail partners.  2.
    Developing our organizational
    capability.  We continue to develop our
    organizational capability through attracting, retaining and
    rewarding highly capable people and through performance
    management, development planning, succession planning and
    training.3.
    Driving our company to act globally.  We
    continue to drive common global processes which are designed to
    provide the most efficient and effective allocation of our
    resources. 2




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##### Table of Contents



4.
    Increasing our operating profit and cash
    flow.  We continue to focus on increasing our
    operating profit and cash flow.5.
    Improving our capital structure.  We
    continue to improve our capital structure by focusing on
    strengthening our balance sheet and reducing debt.  Recent
    Debt Reduction Transactions
  Refinancing of the 2006 Term Loan and Revolving Credit
    Facilities
  5-year,
  4-year,
    Products
    ANTI-PERSPIRANTCOSMETICS

HAIR

BEAUTY TOOLS

FRAGRANCE

DEODORANTS

SKINCARERevlon

Revlon ColorSilk

Revlon

Charlie

Mitchum

GatineauAlmay





Jean Naté



Ultima II
 3




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##### Table of Contents



Cosmetics  Revlon: Revlon
  Revlon Revlon Age Defying Botafirm Revlon Age Defying Spa Revlon ColorStay SoftFlex Revlon ColorStay Revlon ColorStay Revlon ColorStay Revlon ColorStay Aqua Revlon PhotoReady Revlon PhotoReady Revlon PhotoReady
  Revlon Revlon Revlon Super Lustrous LiquiSilk Revlon ColorStay
    Soft & Smooth SoftFlex Revlon
    ColorStay Overtime Revlon ColorStay
    Ultimate ColorStay Revlon ColorStay Revlon Just Bitten Revlon ColorBurst
  Revlon Revlon Grow Luscious Revlon DoubleTwist two-in-one Revlon
    Lash Fantasy Total Definition Revlon CustomEyes Revlon ColorStay Revlon Luxurious
    Color Revlon Luxurious Color Revlon ColorStay 12-hour Revlon Luxurious Color Revlon CustomEyes
  Revlon Revlon Quick Dry Top Coat Revlon Quick Dry Basecoat Revlon Top Speed Revlon Scented
 4




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##### Table of Contents



Hair  Revlon: Revlon ColorSilk Revlon Colorsilk
    Luminista Revlon Colorsilk
  Beauty Tools  Revlon: Revlon Revlon Revlon
  Cosmetics  Almay: Almay Almay
  Almay Smart Shade Almay Smart Shade Almay Smart Shade Smart Balance Almay Smart Shade Almay TLC Truly Lasting
    Color Almay
    Wake-Up
  Almay Intense i-Color Almay
    Intense i-Color Smoky-i Almay One Coat Almay Triple Effect Almay One Coat Get
    Up & Grow Almay
  Anti-perspirant deodorants: Mitchum Mitchum Advanced Control Mitchum Advanced
    Control FreshDefense
  Fragrances: Charlie Jean Naté
  Skincare: Revlon Almay Gatineau Ultima II
  Marketing
    point-of-sale point-of-purchase
   5




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##### Table of Contents



Revlon Almay Mitchum
  New
    Product Development and Research and Development
        Manufacturing
    and Related Operations and Raw Materials
  and/or
    Distribution
   6




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United States.
  point-of-sale
  Outside of the United States.
  Customers
  and/or
  Competition
    
    developing quality products with innovative performance
    features, shades, finishes, components and packaging;
    educating consumers on the Companys product benefits;
    anticipating and responding to changing consumer demands in a
    timely manner, including the timing of new product introductions
    and line extensions;
    offering attractively priced products relative to the product
    benefits provided;
    maintaining favorable brand recognition;
    generating competitive margins and inventory turns for its
    retail customers by providing relevant products and executing
    effective pricing, incentive and promotion programs; 7




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
    ensuring product availability through effective planning and
    replenishment collaboration with retailers;
    providing strong and effective advertising, marketing, promotion
    and merchandising support;
    maintaining an effective sales force; and
    obtaining and retaining sufficient retail floor space, optimal
    in-store positioning and effective presentation of its products
    at retail.  door-to-door, and/or
  Patents,
    Trademarks and Proprietary Technology
  Revlon Revlon ColorStay Revlon Age Defying Botafirm Revlon Super Lustrous Almay Almay Smart Shade Mitchum Charlie Jean Naté Revlon ColorSilk Gatineau Ultima II
  Revlon ColorStay Revlon ColorStay Revlon ColorStay Ultimate Revlon
    New Complexion Revlon Age Defying Revlon Beyond Natural Fabulash Almay Smart Shade Almay Intense i-Color Revlon ColorSilk Mitchum Revlon Pedi-Expert
    Government
    Regulation
  over-the-counter
 8




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and/or
  Industry
    Segments, Foreign and Domestic Operations
    Employees
    Available
    Information
  Form 10-K, Form 10-Q Form 8-K, 1-800-SEC-0330. http://www.sec.gov. Form 10-K, Form 10-Q, Form 8-K, http://www.revloninc.com
  Item 1A.
    Risk
    Factors    Revlon, Inc. is a holding company with no business operations
    of its own and is dependent on its subsidiaries to pay certain
    expenses and dividends. In addition, shares of the capital stock
    of Products Corporation, Revlon, Inc.s wholly-owned
    operating subsidiary, are pledged by Revlon, Inc. to secure its
    obligations under the 2010 Credit Agreements and the
    93/4% Senior
    Secured Notes.
     9




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3 4
    3 4 3 4
  3 4 and/or 3 4
  Products Corporations substantial indebtedness could
    adversely affect the Companys operations and flexibility
    and Products Corporations ability to service its debt.
   10




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3 4
    
    limiting the Companys ability to fund (including by
    obtaining additional financing) the costs and expenses of the
    execution of the Companys business strategy, future
    working capital, capital expenditures, advertising, promotional
    or marketing expenses, new product development costs, purchases
    and reconfigurations of wall displays, acquisitions,
    investments, restructuring programs and other general corporate
    requirements;
    requiring the Company to dedicate a substantial portion of its
    cash flow from operations to payments on Products
    Corporations indebtedness, thereby reducing the
    availability of the Companys cash flow for the execution
    of the Companys business strategy and for other general
    corporate purposes;
    placing the Company at a competitive disadvantage compared to
    its competitors that have less debt;
    limiting the Companys flexibility in responding to changes
    in its business and the industry in which it operates; and
    making the Company more vulnerable in the event of adverse
    economic conditions or a downturn in its business.  3 4
  Products Corporations ability to pay the principal of
    its indebtedness depends on many factors.
  3 4 3 4
 11




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and/or and/or and/or
  3 4
  and/or and/or
  Restrictions and covenants in Products Corporations
    debt agreements limit its ability to take certain actions and
    impose consequences in the event of failure to comply.
  3 4
  
    borrow money;
    use assets as security in other borrowings or transactions;
    pay dividends on stock or purchase stock;
    sell assets and use the proceeds from such sales;
    enter into certain transactions with affiliates;
    make certain investments;
    prepay, redeem or repurchase specified indebtedness; and
    permit restrictions on the payment of dividends by Products
    Corporations subsidiaries.  debt-to-EBITDA
 12




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3 4 3 4 3 4 3 4 3 4 3 4
  and/or and/or
  and/or
  3 4 3 4
  and/or and/or 3 4
 13




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and/or 3 4
  Limits on Products Corporations borrowing capacity
    under the 2010 Revolving Credit Facility may affect the
    Companys ability to finance its operations.
      and/or
    and/or
  A substantial portion of Products Corporations
    indebtedness is subject to floating interest rates.
 14




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and/or
  The Company depends on its Oxford, North Carolina facility
    for production of a substantial portion of its products.
    Disruptions to this facility, or at other third party facilities
    at which the Companys products are manufactured, could
    affect the Companys business, financial condition and/or
    results of operations.
  and/or
  The Companys new product introductions may not be as
    successful as the Company anticipates, which could have a
    material adverse effect on the Companys business,
    financial condition and/or results of operations.
   15




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
    the acceptance of the new product launches by, and sales of such
    new products to, the Companys retail customers may not be
    as high as the Company anticipates;
    the Companys advertising, promotional and marketing
    strategies for its new products may be less effective than
    planned and may fail to effectively reach the targeted consumer
    base or engender the desired consumption;
    the rate of purchases by the Companys consumers may not be
    as high as the Company anticipates;
    the Companys wall displays to showcase the new products
    may fail to achieve their intended effects;
    the Company may experience
    out-of-stocks
    and/or
    product returns exceeding its expectations as a result of its
    new product launches or retailer space reconfigurations or
    reductions in retail display space or the Companys net
    sales may be impacted by retailer inventory management or
    changes in retailer pricing or promotional strategies;
    the Company may incur costs exceeding its expectations as a
    result of the continued development and launch of new products,
    including, for example, advertising, promotional and marketing
    expenses, sales return expenses or other costs related to
    launching new products;
    the Company may experience a decrease in sales of certain of the
    Companys existing products as a result of newly-launched
    products;
    the Companys product pricing strategies for new product
    launches may not be accepted by its retail customers
    and/or its
    consumers, which may result in the Companys sales being
    less than it anticipates; and
    any delays or difficulties impacting the Companys ability,
    or the ability of the Companys suppliers, to timely
    manufacture, distribute and ship products, displays or display
    walls in connection with launching new products, such as due to
    inclement weather conditions or those delays or difficulties
    discussed under The Company depends on its Oxford, North
    Carolina facility for production of a substantial portion of its
    products. Disruptions to this facility, or at other third party
    facilities at which the Companys products are
    manufactured, could affect the Companys business,
    financial condition
    and/or
    results of operations could affect the Companys
    ability to ship and deliver products to meet its retail
    customers reset deadlines.  and/or
  The Companys ability to service its debt and meet its
    cash requirements depends on many factors, including achieving
    anticipated levels of revenue and expenses. If such revenue or
    expense levels prove to be other than as anticipated, the
    Company may be unable to meet its cash requirements or Products
    Corporation may be unable to meet the requirements of the
    financial covenants under the 2010 Credit Agreements, which
    could have a material adverse effect on the Companys
    business, financial condition
    and/or
    results of operations.
   16




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and/or
    
    delaying the implementation of or revising certain aspects of
    the Companys business strategy;
    reducing or delaying purchases of wall displays or advertising,
    promotional or marketing expenses;
    reducing or delaying capital spending;
    implementing new or revising existing restructuring programs;
    refinancing Products Corporations indebtedness;
    selling assets or operations;
    seeking additional capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties;
    selling additional Revlon, Inc. equity or debt securities or
    Products Corporation debt securities; or
    reducing other discretionary spending.  and/or and/or and/or
    Economic conditions could have a material adverse effect on
    the Companys business, financial condition
    and/or
    results of operations or on the financial condition of its
    customers and suppliers.
   17




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and/or and/or and/or
  The Company depends on a limited number of customers for a
    large portion of its net sales and the loss of one or more of
    these customers could reduce the Companys net sales and
    have a material adverse effect on the Companys business,
    financial condition
    and/or
    results of operations.
    and/or and/or
  Declines in the financial markets may result in increased
    pension expense and increased cash contributions to the
    Companys pension plans.
  and/or
  The Company may be unable to increase its sales through the
    Companys primary distribution channels, which could have a
    material adverse effect on the Companys business,
    financial condition
    and/or
    results of operations.
  door-to-door, and/or and/or
 18




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Competition in the cosmetics and beauty care products
    business could have a material adverse effect on the
    Companys business, financial condition
    and/or
    results of operations.
    
    developing quality products with innovative performance
    features, shades, finishes and packaging;
    educating consumers on the Companys product benefits;
    anticipating and responding to changing consumer demands in a
    timely manner, including the timing of new product introductions
    and line extensions;
    offering attractively priced products, relative to the product
    benefits provided;
    maintaining favorable brand recognition;
    generating competitive margins and inventory turns for the
    Companys retail customers by providing relevant products
    and executing effective pricing, incentive and promotion
    programs;
    ensuring product availability through effective planning and
    replenishment collaboration with retailers;
    providing strong and effective advertising, promotion, marketing
    and merchandising support;
    maintaining an effective sales force; and
    obtaining and retaining sufficient retail display space, optimal
    in-store positioning and effective presentation of the
    Companys products at retail.    door-to-door,
  and/or and/or and/or
  The Companys foreign operations are subject to a
    variety of social, political and economic risks and have been,
    and are expected to continue to be, affected by foreign currency
    fluctuations, which could adversely affect the results of the
    Companys business, financial condition
    and/or
    results of operations and the value of its foreign assets.
  and/or
 19




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period-to-period
    Terrorist attacks, acts of war or military actions may
    adversely affect the markets in which the Company operates and
    the Companys business, financial condition
    and/or
    results of operations.
  and/or
  The Companys products are subject to federal, state and
    international regulations that could adversely affect the
    Companys business, financial condition
    and/or
    results of operations.
  over-the-counter and/or and/or
 20




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Shares of Revlon, Inc. Class A Common Stock and Products
    Corporations capital stock are pledged to secure various
    of Revlon, Inc.s
    and/or other
    of the Companys affiliates obligations and
    foreclosure upon these shares or dispositions of shares could
    result in the acceleration of debt under the 2010 Credit
    Agreements and the
    93/4% Senior
    Secured Notes Indenture and could have other consequences.
  3 4
  3 4 3 4 3 4
  3 4 and/or and/or and/or
  MacAndrews & Forbes has the power to direct and
    control the Companys business.
    Delaware law, provisions of the Companys governing
    documents and the fact that the Company is a controlled company
    could make a third-party acquisition of the Company
    difficult.
   21




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Future sales or issuances of Common Stock or the
    Companys issuance of other equity securities may depress
    the Companys stock price or dilute existing
    stockholders.
      There can be no assurance that any trading market for Revlon,
    Inc.s Preferred Stock will develop or be maintained.
    
    changes in the overall market for preferred equity securities;
    changes in the Companys financial performance or prospects;
    the prospects of other companies in the Companys industry
    generally; 22




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
    the number of holders of Preferred Stock;
    the interest of securities dealers in making a market for
    Preferred Stock; and
    prevailing interest rates.  Revlon, Inc. may be restricted by the terms of the applicable
    provisions of Delaware law from paying dividends on the
    Preferred Stock
    and/or
    redeeming the Series A Preferred Stock.
  and/or
  Holders of Preferred Stock will only participate on a limited
    basis in any future earnings or growth of the Companys
    business or the proceeds from one of certain specified change of
    control transactions.
    The Preferred Stock ranks senior to Revlon, Inc.s
    Common Stock and is subordinate to the Companys
    indebtedness. However, pursuant to the Senior Subordinated Term
    Loan Agreement, the Preferred Stock is senior in right of
    payment to the payment of principal under such loan prior to its
    maturity dates.
    
    debt holders (other than holders of the Senior Subordinated Term
    Loan) will be made first;
    holders of the Preferred Stock will be made next; and
    holders of the Senior Subordinated Term Loan will be made last.   23




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Holders of Revlon, Inc.s capital stock are subject to
    future economic dilution in the event that Revlon, Inc. issues
    equity to third-parties who are not affiliated with
    MacAndrews & Forbes or to MacAndrews &
    Forbes on arms length terms.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateLocation

Use

Floor Space Sq. Ft.Oxford, North Carolina

Manufacturing, warehousing, distribution and
    office(a)


1,012,000Mississauga, Canada

Warehousing, distribution and office (leased)


195,000Caracas, Venezuela

Manufacturing, distribution and office


145,000Canberra, Australia

Warehousing, distribution and office (leased)


125,000Edison, New Jersey

Research and office (leased)


123,000Rietfontein, South Africa

Warehousing, distribution and office (leased)


120,000Isando, South Africa

Manufacturing, warehousing, distribution and office


94,000Stone, United Kingdom

Warehousing and distribution (leased)


92,000    (a)
    
    Property subject to liens under the
    2010 Credit Agreements.    Item 3.
    Legal
    Proceedings  and/or
   24




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25




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Item 4.
    [Removed
    and Reserved by SEC Release Nos.
    33-9089A and
    34-61175A] 26




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##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      3 4
    Year Ended December 31, 20101st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
18.13


$
18.04


$
13.69


$
14.50Low


14.18



11.01



10.67



9.36   Year Ended December 31, 20091st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
7.23


$
5.95


$
6.27


$
19.75Low


2.30



2.48



4.34



4.65    27




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,(in millions, except per share amounts)2010(a)


2009(b)


2008(c)


2007(d)


2006(e)Statement of Operations Data:Net sales

$
1,321.4


$
1,295.9


$
1,346.8


$
1,367.1


$
1,298.7Gross profit


866.1



821.2



855.9



861.4



771.0Selling, general and administrative expenses


666.6



629.1



709.3



735.7



795.6Restructuring costs and other, net


(0.3
)


21.3



(8.4
)


7.3



27.4Operating income (loss)


199.8



170.8



155.0



118.4



(52.0
)Interest expense


90.5



91.5



119.7



135.6



147.7Interest expense  preferred stock dividend


6.4



1.5











Amortization of debt issuance costs


5.9



5.8



5.6



3.3



7.5Loss on early extinguishment of debt, net


9.7



5.8



0.7



0.1



23.5Foreign currency losses (gains), net


6.3



8.9



0.1



(6.8
)


(1.5
)(Benefit from) provision for income taxes


(247.2
)


8.3



16.1



7.5



20.1Income (loss) from continuing operations, net of taxes


327.0



48.5



13.1



(19.0
)


(252.1
)Income from discontinued operations, net of taxes


0.3



0.3



44.8



2.9



0.8Net income (loss)


327.3



48.8



57.9



(16.1
)


(251.3
)Basic income (loss) per common share:Continuing operations


6.30



0.94



0.26



(0.38
)


(6.04
)Discontinued operations


0.01



0.01



0.87



0.06



0.02Net income (loss)

$
6.31


$
0.95


$
1.13


$
(0.32
)

$
(6.03
)Diluted income (loss) per common share:Continuing operations


6.25



0.94



0.26



(0.38
)


(6.04
)Discontinued operations


0.01



0.01



0.87



0.06



0.02Net income (loss)

$
6.26


$
0.94


$
1.13


$
(0.32
)

$
(6.03
)Weighted average number of common shares outstanding (in
    millions)(f):Basic


51.9



51.6



51.2



50.4



41.7Diluted


52.3



51.7



51.3



50.4



41.7Year Ended December 31,(in millions)2010(a)


2009(b)


2008(c)


2007(d)


2006(e)Balance Sheet Data:Total current assets

$
476.1


$
403.6


$
428.5


$
476.0


$
488.0Total non-current assets


610.6



390.6



384.9



413.3



443.9Total assets

$
1,086.7


$
794.2


$
813.4


$
889.3


$
931.9 28




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Year Ended December 31,(in millions)2010(a)


2009(b)


2008(c)


2007(d)


2006(e)Total current liabilities

$
318.5


$
309.3


$
323.4


$
348.7


$
377.2Redeemable preferred stock


48.1



48.0











Total other non-current liabilities


1,416.5



1,470.5



1,602.8



1,622.6



1,784.5Total liabilities

$
1,783.1


$
1,827.8


$
1,926.2


$
1,971.3


$
2,161.7Total indebtedness

$
1,219.1


$
1,248.1


$
1,329.6


$
1,440.6


$
1,506.9Total stockholders deficiency


(696.4
)


(1,033.6
)


(1,112.8
)


(1,082.0
)


(1,229.8
)    (a)
    
    Results for 2010 include: (1) an
    increase in net income driven by a one-time non-cash benefit of
    $260.6 million related to the reduction of the
    Companys deferred tax valuation allowance on its net U.S.
    deferred tax assets at December 31, 2010 as a result of the
    Company achieving three cumulative years, as well as its third
    consecutive year, of positive U.S. GAAP pre-tax income and
    taxable income in the U.S., and based upon the Companys
    current expectations for the realization of such deferred tax
    benefits in the U.S. The Company reflected this benefit in the
    provision for income taxes; (2) a $9.7 million loss on
    the early extinguishment of debt in connection with the 2010
    Refinancing; and (3) a $2.8 million one-time foreign
    currency loss related to the required re-measurement of the
    balance sheet of the Companys subsidiary in Venezuela to
    reflect the impact of the devaluation of Venezuelas local
    currency relative to the U.S. dollar, as Venezuela was
    designated as a highly inflationary economy effective
    January 1, 2010.(b)
    
    Results for 2009 include:
    (1) a $20.8 million charge related to the worldwide
    organizational restructuring announced in May 2009 (the
    May 2009 Program), which involved consolidating
    certain functions; reducing layers of management, where
    appropriate, to increase accountability and effectiveness;
    streamlining support functions to reflect the new organizational
    structure; and further consolidating the Companys office
    facilities in New Jersey; and (2) a $5.8 million net
    loss on early extinguishment of debt in 2009 primarily due to a
    $13.5 million loss resulting from applicable redemption and
    tender premiums and the net write-off of unamortized debt
    discounts and deferred financing fees in connection with the
    refinancing of the
    91/2% Senior
    Notes in November 2009, partially offset by a $7.7 million
    gain on repurchases of an aggregate principal amount of
    $49.5 million of the
    91/2% Senior
    Notes prior to their complete refinancing in November 2009 at an
    aggregate purchase price of $41.0 million, which is net of
    the write-off of the ratable portion of unamortized debt
    discounts and deferred financing fees resulting from such
    repurchases.(c)
    
    Results for 2008 include a
    $5.9 million gain from the sale of a non-core trademark
    during the first quarter of 2008, and a net $4.3 million
    gain related to the sale of the Mexico facility (which is
    comprised of a $7.0 million gain on the sale, partially
    offset by related restructuring charges of $1.1 million,
    $1.2 million of SG&A and cost of sales and
    $0.4 million of taxes). In addition, results for 2008 also
    include various other restructuring charges of approximately
    $3.8 million. The results of discontinued operations for
    2008 included a one-time gain from the disposition of the
    non-core Bozzano business and certain other non-core brands,
    including Juvena and Aquamarine, which were sold in the
    Brazilian market, of $45.2 million.(d)
    
    Results for 2007 include
    restructuring charges of approximately $4.4 million and
    $2.9 million in connection with restructurings announced in
    2006 (the 2006 Programs) and in 2007 (the 2007
    Programs), respectively. The $4.4 million of
    restructuring charges associated with the 2006 Programs were
    primarily for employee severance and other employee-related
    termination costs principally relating to a broad organizational
    streamlining. The $2.9 million of restructuring charges
    associated with the 2007 Programs were primarily for employee
    severance and other employee-related termination costs relating
    principally to the closure of the Companys facility in
    Irvington, New Jersey and other employee-related termination
    costs relating to personnel reductions in the Companys
    information management function and its sales force in Canada.(e)
    
    Results for 2006 include charges of
    $9.4 million in connection with the departure of
    Mr. Jack Stahl, the Companys former President and
    Chief Executive Officer, in September 2006 (including
    $6.2 million for severance and related costs and
    $3.2 million for the accelerated amortization of
    Mr. Stahls unvested options and unvested restricted
    stock), $60.4 million in connection with the discontinuance
    of the Vital Radiancebrand and restructuring charges of
    approximately $27.6 million in connection with the 2006
    Programs.(f)
    
    Represents the weighted average
    number of common shares outstanding for each of the respective
    periods. 29




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    
    Overview;
    Results of Operations;
    Financial Condition, Liquidity and Capital Resources;
    Disclosures about Contractual Obligations and Commercial
    Commitments;
    Off-Balance Sheet Transactions (there are none);
    Discussion of Critical Accounting Policies;
    Recent Accounting Pronouncements; and
    Inflation.    Overview
  Overview
    of the Business
        Form 10-K.
  Overview
    of Net Sales and Earnings Results
   30




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##### Table of Contents




    a $247.2 million benefit for income taxes in 2010 was
    primarily attributable to the one-time non-cash benefit of
    $260.6 million related to a reduction of the Companys
    deferred tax valuation allowance on its net U.S. deferred
    tax assets at December 31, 2010 (see Note 12,
    Income Taxes, to the Consolidated Financial
    Statements);
    $44.9 million of higher gross profit due to
    $25.5 million of higher net sales and a $19.4 million
    improvement in cost of sales; and
    $21.6 million of lower restructuring costs and other, net;    
    $37.5 million of higher SG&A expenses, driven
    primarily by $33.8 million of higher advertising expenses
    to support the Companys brands.  Overview
    of Financing Activities
  Refinancing of the 2006 Term Loan and Revolving Credit
    Facilities
  5-year,
  4-year,
   31




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##### Table of Contents



Results
    of Operations
  Year
    ended December 31, 2010 compared with the year ended
    December 31, 2009
    Net
    sales:
  Revlon Revlon ColorSilk Almay Mitchum
  Year EndedDecember 31,


Change


XFX
    Change(a)2010


2009


$


%


$


%United States

$
729.1


$
747.9


$
(18.8
)


(2.5
)%

$
(18.8
)


(2.5
)%Asia Pacific


209.9



189.1



20.8



11.0



6.0



3.2Europe, Middle East and Africa


200.4



183.8



16.6



9.0



8.6



4.7Latin America


107.9



108.9



(1.0
)


(0.9
)


32.1



29.5Canada


74.1



66.2



7.9



11.9



1.4



2.1Consolidated Net Sales

$
1,321.4


$
1,295.9


$
25.5



2.0
%

$
29.3



2.3
%  (a)
    
    XFX excludes the impact of foreign
    currency fluctuations.  United
    States
  Almay Revlon ColorSilk Mitchum Revlon
  Asia
    Pacific
  Revlon Revlon
    ColorSilk
  Europe,
    Middle East and Africa
   32




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##### Table of Contents



Latin
    America
  Revlon ColorSilk Revlon
  Canada
  Revlon Revlon
  Gross
    profit:
  Year Ended December 31,2010


2009


ChangeGross profit

$
866.1


$
821.2


$
44.9Percentage of net sales


65.5
%


63.4
%


2.1
%     
    lower costs related to inventory obsolescence and sales returns,
    which increased gross profit as a percentage of net sales by
    1.1 percentage points;
    lower material costs as a result of purchasing initiatives and
    savings as a result of the May 2009 Program, which increased
    gross profit as a percentage of net sales by 1.0 percentage
    points;
    lower allowances, which increased gross profit as a percentage
    of net sales by 0.5 percentage points; and
    favorable foreign currency fluctuations which resulted in lower
    cost of goods in most international markets on goods purchased
    from the Companys facility in Oxford, North Carolina,
    which increased gross profit as a percentage of net sales by
    0.4 percentage points;    
    the impact of product mix, which reduced gross profit as a
    percentage of net sales by 0.9 percentage points.  SG&A
    expenses:
  Year Ended December 31,2010


2009


ChangeSG&A expenses

$
666.6


$
629.1


$
(37.5
)  33




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##### Table of Contents




    $33.8 million of higher advertising expenses to support the
    Companys brands as the Company continued to optimize its
    brand support mix. The Company increased media pressure while
    benefitting from lower advertising rates in 2010, as compared to
    2009; and
    $19.4 million of higher general and administrative expenses
    primarily due to higher compensation expenses including an
    increase in the accrual for incentive compensation, partially
    offset by savings as a result of the May 2009 Program;    
    $9.1 million of lower pension expenses, primarily due to
    the May 2009 Plan Amendments which ceased future benefit
    accruals under the Revlon Employees Retirement Plan and
    the Revlon Pension Equalization Plan after December 31,
    2009 and which resulted in a change in the amortization period
    of actuarial gains (losses) from the remaining service period to
    the remaining life expectancy of plan participants; and
    $6.3 million of lower permanent display amortization.    Restructuring
    costs and other, net:
  Year Ended December 31,2010


2009


ChangeRestructuring costs and other, net

$
(0.3
)

$
21.3


$
21.6       
    a $20.8 million charge related to the May 2009 Program;
    $1.3 million of charges related to employee severance and
    other employee-related termination costs related to
    restructuring actions in the U.K., Mexico and Argentina
    announced in the first quarter of 2009; and
    a $0.8 million charge related to restructuring programs
    initiated in 2008 (the 2008 Programs);    
    income of $1.6 million related to the sale of a facility in
    Argentina in the first quarter of 2009.     34




---



##### Table of Contents



Interest
    expense:
  Year Ended December 31,2010


2009


ChangeInterest expense

$
90.5


$
91.5


$
1.0Interest expense  preferred stock dividend

$
6.4


$
1.5


$
(4.9
)       Loss
    on early extinguishment of debt, net:
  Year Ended December 31,2010


2009


ChangeLoss on early extinguishment of debt, net

$
9.7


$
5.8


$
(3.9
)     1 2 1 2
  Foreign
    currency losses:
  Year Ended December 31,2010


2009


ChangeForeign currency losses

$
6.3


$
8.9


$
2.6      35




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##### Table of Contents



(Benefit
    from) provision for income taxes:
  Year Ended December 31,2010


2009


Change(Benefit from) provision for income taxes

$
(247.2
)

$
8.3


$
255.5           Year
    ended December 31, 2009 compared with the year ended
    December 31, 2008
    Net
    sales:
  Revlon Almay Revlon ColorSilk
  36




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##### Table of Contents



Year Ended December 31,


Change


XFX
    Change(a)2009


2008


$


%


$


%United States

$
747.9


$
782.6


$
(34.7
)


(4.4
)%

$
(34.7
)


(4.4
)%Asia Pacific


189.1



190.1



(1.0
)


(0.5
)


3.0



1.6Europe, Middle East and Africa


183.8



200.2



(16.4
)


(8.2
)


(3.7
)


(1.8
)Latin America


108.9



98.4



10.5



10.7



15.7



16.0Canada


66.2



75.5



(9.3
)


(12.3
)


(5.2
)


(6.9
)Consolidated Net Sales

$
1,295.9


$
1,346.8


$
(50.9
)


(3.8
)%

$
(24.9
)


(1.8
)%   (a)
    
    XFX excludes the impact of foreign
    currency fluctuations.  United
    States
  Revlon Almay Mitchum Revlon ColorSilk
  Asia
    Pacific
  Revlon Revlon
  Europe,
    Middle East and Africa
  Revlon Revlon
  Latin
    America
  Revlon ColorSilk
 37




---



##### Table of Contents



Canada
  Revlon Almay
  Gross
    profit:
  Year Ended December 31,2009


2008


ChangeGross profit

$
821.2


$
855.9


$
(34.7
)Percentage of net sales


63.4
%


63.5
%


(0.1
)%     
    unfavorable foreign currency fluctuations (primarily due to the
    strengthening of the U.S. dollar against currencies in
    certain markets in which the Company operates) which resulted in
    higher cost of goods in most international markets on goods
    purchased from the Companys facility in Oxford, North
    Carolina, which reduced gross profit as a percentage of net
    sales by 0.6 percentage points;
    higher pension expenses within cost of goods of
    $8.1 million, which reduced gross profit as a percentage of
    net sales by 0.6 percentage points; and
    higher returns and allowances, which reduced gross profit as a
    percentage of net sales by 0.3 percentage points;    
    favorable manufacturing efficiencies and lower material and
    freight costs, which increased gross profit as a percentage of
    net sales by 0.8 percentage points;
    favorable changes in sales mix, which increased gross profit as
    a percentage of net sales by 0.4 percentage points; and
    decreased inventory obsolescence charges on lower disposal of
    discontinued products, which increased gross profit as a
    percentage of net sales by 0.1 percentage points.  SG&A
    expenses:
  Year Ended December 31,2009


2008


ChangeSG&A expenses

$
629.1


$
709.3


$
80.2     
    $24.8 million of lower advertising expenses as a result of
    achieving lower advertising rates, while increasing the level of
    media support;
    $22.9 million of lower permanent display amortization
    expenses;
    $22.7 million of lower general and administrative expenses
    primarily due to lower compensation expenses as a result of the
    May 2009 Program and a decrease in the accrual for incentive
    compensation; and
    $13.2 million of favorable impact of foreign currency
    fluctuations;    
    $9.3 million of higher pension expenses. 38




---



##### Table of Contents



Restructuring
    costs and other, net:
  Year Ended December 31,2009


2008


ChangeRestructuring costs and other, net

$
21.3


$
(8.4
)

$
(29.7
)     
    a $20.8 million charge related to the May 2009 Program,
    which involved consolidating certain functions; reducing layers
    of management, where appropriate, to increase accountability and
    effectiveness; streamlining support functions to reflect the new
    organizational structure; and further consolidating the
    Companys office facilities in New Jersey;
    $1.3 million of charges related to employee severance and
    other employee-related termination costs related to
    restructuring actions in the U.K., Mexico and Argentina
    announced in the first quarter of 2009; and
    a $0.8 million charge related to restructuring programs
    initiated in 2008 (the 2008 Programs);    
    income of $1.6 million related to the sale of a facility in
    Argentina in the first quarter of 2009.        Interest
    expense:
  Year Ended December 31,2009


2008


ChangeInterest expense

$
93.0


$
119.7


$
26.7      39




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##### Table of Contents



Loss
    on extinguishment of debt, net
  Year Ended December 31,2009


2008


ChangeLoss on extinguishment of debt, net

$
5.8


$
0.7


$
(5.1
)   1 2 1 2
  Foreign
    currency losses:
  Year Ended December 31,2009


2008


ChangeForeign currency losses

$
8.9


$
0.1


$
(8.8
)     Provision
    for income taxes:
  Year Ended December 31,2009


2008


ChangeProvision for income taxes

$
8.3


$
16.1


$
7.8     Financial
    Condition, Liquidity and Capital Resources
    Cash
    Flows
   40




---



##### Table of Contents



Year Ended December 31,2010


2009


2008Net cash provided by operating activities

$
97.2


$
109.5


$
33.1Net cash (used in) provided by investing activities


(14.9
)


(11.8
)


101.6Net cash used in financing activities


62.8



98.5



113.0         
    cash used for repayment of the $815.0 million remaining
    aggregate principal amount of Products Corporations 2006
    Term Loan Facility, partially offset by cash provided by
    Products Corporations issuance of the $800.0 million
    aggregate principal amount of the 2010 Term Loan Facility, or
    $786.0 million, net of discounts;
    an aggregate $6.0 million of scheduled amortization
    payments on the 2010 Term Loan Facility in 2010; and
    payment of financing costs of $17.5 million, which was
    primarily comprised of (i) the payment of
    $15.3 million of fees incurred in connection with the 2010
    Refinancing and (ii) the payment of the remaining balance
    of $1.7 million of the $25.1 million of fees incurred
    in connection with the refinancing of Product Corporations
    91/2% Senior
    Notes in November 2009 with the
    93/4% Senior
    Secured Notes due November 2015.    
    the repayment or redemption of all of the $340.5 million
    aggregate principal amount outstanding of Products
    Corporations
    91/2% Senior
    Notes in connection with Products Corporations complete
    refinancing of the
    91/2% Senior
    Notes in November 2009;
    the repurchases of $49.5 million in aggregate principal
    amount of Products Corporations
    91/2% Senior
    Notes prior to their complete refinancing in November 2009 at an
    aggregate purchase price of $41.0 million; and
    the repayment of $18.7 million in principal amount of
    Products Corporations 2006 Term Loan Facility (prior to
    its complete refinancing in March 2010); 41




---



##### Table of Contents




    Products Corporations issuance of the $330.0 million
    aggregate principal amount of the
    93/4% Senior
    Secured Notes, or $326.4 million net of discounts.  1 2
  5 8 5 8
  2010
    Bank Credit Agreements
    2010
    Revolving Credit Facility
      (i)
    Products Corporation in revolving credit loans denominated in
    U.S. dollars;(ii)
    Products Corporation in swing line loans denominated in
    U.S. dollars up to $30.0 million;(iii)
    Products Corporation in standby and commercial letters of credit
    denominated in U.S. dollars and other currencies up to
    $60.0 million; and(iv)
    Products Corporation and certain of its international
    subsidiaries designated from time to time in revolving credit
    loans and bankers acceptances denominated in
    U.S. dollars and other currencies.     42




---



##### Table of Contents



(i)
    the net cash proceeds from sales of Revolving Credit First Lien
    Collateral (as defined below) by Products Corporation or any of
    its subsidiary guarantors (other than dispositions in the
    ordinary course of business and certain other
    exceptions); and(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt, to the
    extent there remains any such proceeds after satisfying Products
    Corporations repayment obligations under the 2010 Term
    Loan Facility.    (i)
    to foreign lenders a fronting fee of 0.25% per annum on the
    aggregate principal amount of specified Local Loans (which fee
    is retained by foreign lenders out of the portion of the
    Applicable Margin payable to such foreign lender);(ii)
    to foreign lenders an administrative fee of 0.25% per annum on
    the aggregate principal amount of specified Local Loans;(iii)
    to the multi-currency lenders a letter of credit commission
    equal to the product of (a) the Applicable Margin (as
    defined in the 2010 Revolving Credit Agreement) for revolving
    credit loans that are Eurodollar Rate (as defined in the 2010
    Revolving Credit Agreement) loans (adjusted for the term that
    the letter of credit is outstanding) and (b) the aggregate
    undrawn face amount of letters of credit; and(iv)
    to the issuing lender, a letter of credit fronting fee of 0.25%
    per annum of the aggregate undrawn face amount of letters of
    credit, which fee is a portion of the Applicable Margin.        2010
    Term Loan Facility
     43




---



##### Table of Contents



(i)
    the net cash proceeds in excess of $10.0 million for each
    12-month
    period ending on March 31 received during such period from sales
    of Term Loan First Lien Collateral (as defined below) by
    Products Corporation or any of its subsidiary guarantors
    (subject to a reinvestment right for 365 days and carryover
    of unused annual basket amounts up to a maximum of
    $25.0 million and subject to certain specified dispositions
    of up to an additional $25.0 million in the aggregate);(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt; and(iii)
    50% of Products Corporations excess cash flow
    (as defined under the 2010 Term Loan Agreement), commencing with
    excess cash flow for the 2011 fiscal year payable in the first
    quarter of 2012.          Provisions
    Applicable to the 2010 Revolving Credit Facility and the 2010
    Term Loan Facility
      (i)
    incurring additional indebtedness or guarantees, with certain
    exceptions;(ii)
    making dividend and other payments or loans to Revlon, Inc. or
    other affiliates, with certain exceptions, including among
    others:  (a)
    exceptions permitting Products Corporation to pay dividends or
    make other payments to Revlon, Inc. to enable it to, among other
    things, pay expenses incidental to being a public holding
    company, including, among other things, professional fees such
    as legal, accounting and insurance fees, regulatory fees, such
    as SEC filing fees and NYSE listing fees, and other expenses
    related to being a public holding company;(b)
    subject to certain circumstances, to finance the purchase by
    Revlon, Inc. of its Class A Common Stock in connection with
    the delivery of such Class A Common Stock to grantees 44




---



##### Table of Contents



under the Third Amended and Restated Revlon, Inc. Stock Plan
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan;  (c)
    subject to certain limitations, to pay dividends or make other
    payments to finance the purchase, redemption or other retirement
    for value by Revlon, Inc. of stock or other equity interests or
    equivalents in Revlon, Inc. held by any current or former
    director, employee or consultant in his or her capacity as
    such; and(d)
    subject to certain limitations, to make other restricted
    payments to affiliates of Products Corporation in amounts up to
    $5.0 million per year ($10.0 million in 2010), other
    restricted payments in an aggregate amount not to exceed
    $20.0 million and other restricted payments based upon
    certain financial tests;  (iii)
    creating liens or other encumbrances on Products
    Corporations or its subsidiaries assets or revenues,
    granting negative pledges or selling or transferring any of
    Products Corporations or its subsidiaries assets,
    all subject to certain limited exceptions;(iv)
    with certain exceptions, engaging in merger or acquisition
    transactions;(v)
    prepaying indebtedness and modifying the terms of certain
    indebtedness and specified material contractual obligations,
    subject to certain exceptions;(vi)
    making investments, subject to certain exceptions; and(vii)
    entering into transactions with affiliates of Products
    Corporation involving aggregate payments or consideration in
    excess of $10.0 million other than upon terms that are not
    materially less favorable when taken as a whole to Products
    Corporation or its subsidiaries as terms that would be
    obtainable at the time for a comparable transaction or series of
    similar transactions in arms length dealings with an
    unrelated third person and where such payments or consideration
    exceed $20.0 million, unless such transaction has been
    approved by all of the independent directors of Products
    Corporation, subject to certain exceptions.    (i)
    nonpayment of any principal, interest or other fees when due,
    subject in the case of interest and fees to a grace period;(ii)
    non-compliance with the covenants in such 2010 Credit Facilities
    or the ancillary security documents, subject in certain
    instances to grace periods;(iii)
    the institution of any bankruptcy, insolvency or similar
    proceedings by or against Products Corporation, any of Products
    Corporations subsidiaries or Revlon, Inc., subject in
    certain instances to grace periods;(iv)
    default by Revlon, Inc. or any of its subsidiaries (A) in
    the payment of certain indebtedness when due (whether at
    maturity or by acceleration) in excess of $25.0 million in
    aggregate principal amount or (B) in the observance or
    performance of any other agreement or condition relating to such
    debt, provided that the amount of debt involved is in excess of
    $25.0 million in aggregate principal amount, or the
    occurrence of any other event, the effect of which default
    referred to in this subclause (iv) is to cause or permit
    the holders of such debt to cause the acceleration of payment of
    such debt;(v)
    in the case of the 2010 Term Loan Facility, a cross default
    under the 2010 Revolving Credit Facility, and in the case of the
    2010 Revolving Credit Facility, a cross default under the 2010
    Term Loan Facility;(vi)
    the failure by Products Corporation, certain of Products
    Corporations subsidiaries or Revlon, Inc. to pay certain
    material judgments; 45




---



##### Table of Contents



(vii)
    a change of control such that (A) Revlon, Inc. shall cease
    to be the beneficial and record owner of 100% of Products
    Corporations capital stock, (B) Ronald O. Perelman
    (or his estate, heirs, executors, administrator or other
    personal representative) and his or their controlled affiliates
    shall cease to control Products Corporation, and any
    other person or group of persons owns, directly or indirectly,
    more than 35% of the total voting power of Products Corporation,
    (C) any person or group of persons other than Ronald O.
    Perelman (or his estate, heirs, executors, administrator or
    other personal representative) and his or their controlled
    affiliates shall control Products Corporation or
    (D) during any period of two consecutive years, the
    directors serving on Products Corporations Board of
    Directors at the beginning of such period (or other directors
    nominated by at least a majority of such continuing directors)
    shall cease to be a majority of the directors;(viii)
    Revlon, Inc. shall have any meaningful assets or indebtedness or
    shall conduct any meaningful business other than its ownership
    of Products Corporation and such activities as are customary for
    a publicly traded holding company which is not itself an
    operating company, in each case subject to limited
    exceptions; and(ix)
    the failure of certain of Products Corporations affiliates
    which hold Products Corporations or its subsidiaries
    indebtedness to be party to a valid and enforceable agreement
    prohibiting such affiliate from demanding or retaining payments
    in respect of such indebtedness, subject to certain exceptions,
    including exceptions as to Products Corporations Senior
    Subordinated Term Loan.      93/4% Senior
    Secured Notes due 2015
  3 4 3 4 3 4 3 4 3 4 3 4 3 4
  1 2 1 2
 46




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##### Table of Contents



3 4 3 4
  3 4 3 4 3 4 3 4 3 4
  3 4 3 4
  3 4 3 4 3 4
  Senior
    Subordinated Term Loan
  one-for-one
   47




---



##### Table of Contents



Interest
    Rate Swap Transactions
  floating-to-fixed floating-to-fixed
  floating-to-fixed 2-year
 48




---



##### Table of Contents



Impact
    of Foreign Currency Translation 
    Venezuela
    Highly-Inflationary Economy
  Currency Devaluation
      Sources
    and Uses
  3 4
   49




---



##### Table of Contents



Form 10-K
    and/or and/or
      and/or
 50




---



##### Table of Contents



and/or
      
    delaying the implementation of or revising certain aspects of
    the Companys business strategy;
    reducing or delaying purchases of wall displays or advertising,
    promotional or marketing expenses;
    reducing or delaying capital spending;
    implementing new or revising existing restructuring programs;
    refinancing Products Corporations indebtedness;
    selling assets or operations;
    seeking additional capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties;
    selling additional Revlon, Inc. equity securities or debt
    securities of Revlon, Inc. or Products Corporation; or
    reducing other discretionary spending.  and/or and/or
  3 4
 51




---



##### Table of Contents



Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by Period(dollars in millions)Less than








After 5Contractual
    Obligations

Total


1 year


1-3 years


3-5 years


yearsLong-term debt, including current portion

$
1,124.0


$
8.0


$
16.0


$
1,100.0


$
Long-term debt 
    affiliates(a)


58.4











58.4



Redeemable preferred
    stock(b)


48.6







48.6







Interest on long-term
    debt(c)


370.7



92.2



158.9



119.6



Interest on long-term debt 
    affiliates(d)


28.0



7.0



14.0



7.0



Preferred stock
    dividend(e)


18.6



6.2



12.4







Capital lease obligations


2.4



1.3



1.0



0.1



Operating leases


76.8



15.6



26.6



14.6



20.0Purchase obligations
    (f)


65.7



65.2



0.5







Other long-term
    obligations(g)


53.0



43.3



7.6



1.9



0.2Total contractual obligations

$
1,846.2


$
238.8


$
285.6


$
1,301.6


$
20.2    (a)
    
    Amount refers to the aggregate
    principal amount outstanding under the Non-Contributed Loan,
    after giving effect to the consummation of the Exchange Offer in
    October 2009 in which MacAndrews & Forbes contributed
    to Revlon, Inc. $48.6 million of the $107.0 million
    aggregate outstanding principal amount of the Senior
    Subordinated Term Loan made by MacAndrews & Forbes to
    Products Corporation. Pursuant to the terms of the Exchange
    Offer, the maturity date on the Non-Contributed Loan which
    remains owing from Products Corporation to
    MacAndrews & Forbes was extended from August 2010 to
    October 8, 2014.(b)
    
    Reflects the Preferred Stock issued
    in the Exchange Offer, which has a liquidation preference of
    $5.21 per share. Each share of Preferred Stock entitles its
    holder to receive cash payments of approximately $7.87 over the
    four-year term of the Preferred Stock, through the quarterly
    payment of 12.75% annual cash dividends and a $5.21 per share
    liquidation preference payable at maturity on October 8,
    2013 (assuming Revlon, Inc. does not engage in one of certain
    specified change of control transactions), in each case to the
    extent that Revlon, Inc. has lawfully available funds to effect
    such payments. If Revlon, Inc. engages in one of certain
    specified change of control transactions (not including any
    transaction with MacAndrews & Forbes) within three
    years of consummation of the Exchange Offer, the holders of the
    Preferred Stock will have the right to receive a special
    dividend if the per share equity value of the Company in the
    change of control transaction is higher than the liquidation
    preference plus paid and accrued and unpaid dividends on the
    Preferred Stock, capped at an amount that would provide
    aggregate cash payments of up to $12.00 per share.(c)
    
    Consists of interest primarily on
    the $330.0 million in aggregate principal amount of the
    93/4% Senior
    Secured Notes and on the 2010 Term Loan Facility through the
    respective maturity dates based upon assumptions regarding the
    amount of debt outstanding under the 2010 Credit Facilities and
    assumed interest rates. 52




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##### Table of Contents



(d)
    
    Includes 12% interest on the
    aggregate principal amount outstanding under the Non-Contributed
    Loan, which has a maturity date on October 8, 2014.(e)
    
    Reflects the 12.75% annual cash
    dividend, payable quarterly over the four-year term of the
    Preferred Stock, subject to Revlon, Inc. having lawfully
    available funds to effect such payments.(f)
    
    Consists of purchase commitments
    for finished goods, raw materials, components and services
    pursuant to enforceable and legally binding obligations which
    include all significant terms, including fixed or minimum
    quantities to be purchased; fixed, minimum or variable price
    provisions; and the approximate timing of the transactions.(g)
    
    Consists primarily of obligations
    related to third-party warehousing services, pension funding
    obligations (amount due within one year only, as subsequent
    pension funding obligation amounts cannot be reasonably
    estimated since the return on pension assets in future periods,
    as well as future pension assumptions, are not known) and
    advertising contracts. Such amounts exclude employment
    agreements, severance and other contractual commitments, which
    severance and other contractual commitments related to
    restructuring are discussed under Restructuring
    Costs.  Off-Balance
    Sheet Transactions
    Discussion
    of Critical Accounting Policies
    Sales
    Returns:
      Trade
    Support Costs:
   53




---



##### Table of Contents



Inventories:
  first-in,
  Pension
    Benefits:
          Effect of


Effect of25 basis points increase


25 basis points decreaseProjected





Projectedpension





pensionNet periodic


benefit


Net periodic


benefitbenefit costs


obligation


benefit costs


obligationDiscount rate

$
(0.2
)

$
(17.3
)

$
0.3


$
17.8Expected long-term rate of return


(1.0
)






1.1



  54




---



##### Table of Contents



Goodwill:
    Income
    Taxes:
        Recent
    Accounting Pronouncements
  No. 2010-28, 2010-28). 2010-28 2010-28
 55




---



##### Table of Contents



2010-28
  Inflation
      Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Sensitivity
  floating-to-fixed floating-to-fixed
   56




---



##### Table of Contents



Expected maturity date for the year ended
    December 31,





Fair Value(dollars in millions, except for rate information)





December 31,Debt

2011


2012


2013


2014


2015


Thereafter


Total


2010Short-term variable rate
    (various currencies)

$
3.7






















$
3.7


$
3.7Average interest
    rate(a)


6.4
%Long-term fixed rate  third party ($US)









$
48.6
(b)





$
330.0







378.6



401.3Average interest
    rate(a)










12.75
%






9.75
%Long-term fixed rate  affiliates ($US)













$
58.4
(c)










58.4



60.3Average interest
    rate(a)














12.0
%Long-term variable rate  third party ($US)


8.0


$
8.0



8.0



8.0



762.0







794.0



798.0Average interest
    rate(a)(d)


6.0
%


6.0
%


6.1
%


6.4
%


6.4
%Total debt

$
11.7


$
8.0


$
56.6


$
66.4


$
1,092.0


$



$
1,234.7


$
1,263.3   (a)
    
    Weighted average variable rates are
    based upon implied forward rates from the U.S. Dollar LIBOR
    yield curves at December 31, 2010.(b)
    
    Represents the $48.6 million
    to be paid by Revlon, Inc. at maturity for the Preferred Stock
    issued in the voluntary exchange offer consummated in October
    2009 (i.e., the earlier of (i) October 8, 2013 and
    (ii) the consummation of certain change of control
    transactions), subject to Revlon, Inc. having sufficient surplus
    in accordance with Delaware law to effect such payments. Annual
    cash dividends of 12.75% on the Preferred Stock are payable
    quarterly over the four-year term of the Preferred Stock,
    subject to Revlon, Inc. having sufficient surplus or net profits
    in accordance with Delaware law to effect such payments.(c)
    
    Represents the $58.4 million
    aggregate principal amount outstanding of the Non-Contributed
    Loan as of December 31, 2010 which loan matures on
    October 8, 2014 and bears interest at an annual rate of
    12%, which is payable in arrears in cash on January 8,
    April 8, July 8, and October 8 of each year. (See
    Financial Condition, Liquidity and Capital
    Resources  Senior Subordinated Term Loan).(d)
    
    The 2010 Term Loan Facility bears
    interest at the Eurodollar Rate (as defined in the 2010 Term
    Loan Agreement) plus 4.00% per annum (provided that in no event
    shall the Eurodollar Rate be less than 2.00% per annum).  Exchange
    Rate Sensitivity
   57




---



##### Table of Contents



Average


Original USContractual


Dollar


Contract Value


Fair ValueRate


Notional


December 31,


December 31,Forward Contracts

$/FC


Amount


2010


2010Sell Canadian Dollars/Buy USD


0.9742


$
17.3


$
16.9


$
(0.4
)Sell Australian Dollars/Buy USD


0.9339



12.1



11.1



(1.0
)Sell British Pounds/Buy USD


1.5447



7.4



7.3



(0.1
)Sell South African Rand/Buy USD


0.1372



5.4



5.0



(0.4
)Buy Australian Dollars/Sell New Zealand Dollars


1.3169



3.4



3.4



Sell New Zealand Dollars/Buy USD


0.7142



0.3



0.3



Sell Hong Kong Dollars/Buy USD


0.1286



0.1



0.1



Total forward contracts





$
46.0


$
44.1


$
(1.9
)   Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    Item 9A.
    Controls
    and Procedures  (a)  Disclosure Controls and
    Procedures . Form 10-K. Form 10-K,
  (b)  Managements Annual Report on Internal
    Control over Financial Reporting .
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of its assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of its financial statements in
    accordance with generally accepted accounting principles, and
    that its receipts and expenditures are being made only in
    accordance with authorizations of its management and
    directors; and 58




---



##### Table of Contents




    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on its
    financial statements.        Form 10-K page F-3.
  (c)  Changes in Internal Control Over Financial
    Reporting .
  Item 9B.
    Other
    Information    Forward
    Looking Statements
  Form 10-K
  (i)
    the Companys future financial performance;(ii)
    the effect on sales of decreased consumer spending in response
    to weak economic conditions or weakness in the cosmetics
    category in the mass retail channel; adverse changes in currency
    exchange rates
    and/or
    currency controls; decreased sales of the Companys
    products as a result of increased competitive activities by the
    Companys competitors, changes in consumer purchasing
    habits, including with respect to shopping channels; retailer
    inventory management; retailer space reconfigurations or
    reductions in retailer display space; changes in retailer
    pricing or promotional strategies; less than anticipated results
    from the Companys existing or new products or from its
    advertising, promotional
    and/or
    marketing plans; or if the Companys expenses, including,
    without limitation, for pension expense under its benefit plans,
    advertising, 59




---



##### Table of Contents



promotional and marketing activities or for sales returns
    related to any reduction of retail space, product
    discontinuances or otherwise, exceed the anticipated level of
    expenses;  (iii)
    the Companys belief that the continued execution of its
    business strategy could include taking advantage of additional
    opportunities to reposition, repackage or reformulate one or
    more brands or product lines, launching additional new products,
    acquiring businesses or brands, further refining its approach to
    retail merchandising
    and/or
    taking further actions to optimize its manufacturing, sourcing
    and organizational size and structure, any of which, whose
    intended purpose would be to create value through profitable
    growth, could result in the Company making investments
    and/or
    recognizing charges related to executing against such
    opportunities;(iv)
    our expectations regarding our strategic goal to profitably grow
    our business and as to the business strategies employed to
    achieve this goal, which are: (a) continuing to build our
    strong brands by focusing on innovative, high-quality,
    consumer-preferred brand offering; effective consumer brand
    communication; appropriate levels of advertising and promotion;
    and superb execution with our retail partners;
    (b) continuing to develop our organizational capability
    through attracting, retaining and rewarding highly capable
    people and through performance management, development planning,
    succession planning and training; (c) continuing to drive
    common global processes which are designed to provide the most
    efficient and effective allocation of our resources;
    (d) continuing to focus on increasing our operating profit
    and cash flow; and (e) continuing to improve our capital
    structure by focusing on strengthening our balance sheet and
    reducing debt;(v)
    restructuring activities, restructuring costs and charges, the
    timing of restructuring payments and the benefits from such
    activities;(vi)
    the Companys expectation that operating revenues, cash on
    hand and funds available for borrowing under Products
    Corporations 2010 Revolving Credit Facility and other
    permitted lines of credit will be sufficient to enable the
    Company to cover its operating expenses for 2011, including the
    cash requirements referred to in item (viii) below;(vii)
    the Companys expected principal sources of funds,
    including operating revenues, cash on hand and funds available
    for borrowing under Products Corporations 2010 Revolving
    Credit Facility and other permitted lines of credit, as well as
    the availability of funds from refinancing Products
    Corporations indebtedness, selling assets or operations,
    capital contributions
    and/or loans
    from MacAndrews & Forbes, the Companys other
    affiliates
    and/or third
    parties
    and/or the
    sale of additional equity securities of Revlon, Inc. or
    additional debt securities of Revlon, Inc. or Products
    Corporation;(viii)
    the Companys expected principal uses of funds, including
    amounts required for the payment of operating expenses,
    including expenses in connection with the continued execution of
    the Companys business strategy, payments in connection
    with the Companys purchases of permanent wall displays,
    capital expenditure requirements, restructuring programs,
    severance not otherwise included in the Companys
    restructuring programs, debt service payments and costs, debt
    repurchases (including, without limitation, that the Company may
    also, from time to time, seek to retire or purchase its
    outstanding debt obligations in open market purchases, in
    privately negotiated transactions or otherwise and may seek to
    refinance some or all of its indebtedness based upon market
    conditions) and regularly scheduled pension and post-retirement
    benefit plan contributions and benefit payments, and its
    estimates of the amount and timing of its operating expenses,
    restructuring costs and payments, severance costs and payments,
    debt service payments (including payments required under
    Products Corporations debt instruments), debt repurchases,
    cash contributions to the Companys pension plans and its
    other post-retirement benefit plans and benefit payments in
    2011, purchases of permanent wall displays and capital
    expenditures; 60




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##### Table of Contents



(ix)
    matters concerning the Companys market-risk sensitive
    instruments, as well as the Companys expectations as to
    the counterpartys performance, including that any loss
    arising from the non-performance by the counterparty would not
    be material;(x)
    the Companys plan to efficiently manage its cash and
    working capital, including, among other things, programs to
    reduce inventory levels over time; centralized purchasing to
    secure discounts and efficiencies in procurement; providing
    discounts to U.S. customers for more timely payment of
    receivables; prudent management of accounts payable; and
    targeted controls on general and administrative spending;(xi)
    the Companys expectations regarding its future pension
    expense, cash contributions and benefit payments under its
    benefit plans;(xii)
    the Companys expectation that the payment of the quarterly
    dividends on the Preferred Stock will be funded by cash interest
    payments to be received by Revlon, Inc. from Products
    Corporation on the Contributed Loan and its expectation of
    paying the liquidation preference of the Preferred Stock on
    October 8, 2013 with the cash payment to be received by
    Revlon, Inc. from Products Corporation in respect of the
    maturity of the principal amount outstanding under the
    Contributed Loan, in each case subject to Revlon, Inc. having
    sufficient surplus or net profits in accordance with Delaware
    law;(xiii)
    the Companys expectations that consistent with the
    Companys strategy to build its strong brands, in the first
    quarter of 2011, the Company currently intends to support its
    brands with increased advertising spending, as compared to the
    first quarter of 2010, due to increased media pressure and
    higher advertising rates; and(xiv)
    the Companys expectation and belief that as a result of
    the Company having achieved three cumulative years, as well as
    its third consecutive year, of positive U.S. GAAP pre-tax
    income and taxable income in the U.S as of December 31,
    2010 and the Companys tax position, and based upon the
    Companys projections for future taxable income over the
    periods in which its deferred tax assets are recoverable, it is
    more likely than not that the Company will realize the benefits
    of the net deferred tax assets existing at December 31,
    2010 based on the recognition threshold and measurement of a tax
    position in accordance with the Income Taxes Topic and that as a
    result of the reduction of the Companys deferred tax
    valuation allowance on its net U.S. deferred tax assets at
    December 31, 2010, the Company expects that, beginning with
    the first quarter of 2011, the tax provision will reflect a
    higher effective tax rate and that any such increase in the
    effective tax rate will not affect the Companys cash taxes
    paid until the domestic tax loss carryforwards are fully
    utilized.    Form 10-Q Form 8-K, http://www.sec.gov, Form 10-K, Form 10-K.
 61




---



##### Table of Contents



(i)
    unanticipated circumstances or results affecting the
    Companys financial performance, including decreased
    consumer spending in response to weak economic conditions or
    weakness in the cosmetics category in the mass retail channel;
    changes in consumer preferences, such as reduced consumer demand
    for the Companys color cosmetics and other current
    products, including new product launches; changes in consumer
    purchasing habits, including with respect to shopping channels;
    lower than expected retail customer acceptance or consumer
    acceptance of, or less than anticipated results from, the
    Companys existing or new products; higher than expected
    pension expense
    and/or cash
    contributions under its benefit plans
    and/or
    benefit payments, advertising, promotional
    and/or
    marketing expenses or lower than expected results from the
    Companys advertising, promotional
    and/or
    marketing plans; higher than expected sales returns or decreased
    sales of the Companys existing or new products; actions by
    the Companys customers, such as retailer inventory
    management and greater than anticipated retailer space
    reconfigurations or reductions in retail space
    and/or
    product discontinuances or a greater than expected impact from
    retailer pricing or promotional strategies; and changes in the
    competitive environment and actions by the Companys
    competitors, including business combinations, technological
    breakthroughs, new products offerings, increased advertising,
    promotional and marketing spending and advertising, promotional
    and/or
    marketing successes by competitors, including increases in share
    in the mass retail channel;(ii)
    in addition to the items discussed in (i) above, the
    effects of and changes in economic conditions (such as continued
    volatility in the financial markets, inflation, monetary
    conditions and foreign currency fluctuations and currency
    controls, as well as in trade, monetary, fiscal and tax policies
    in international markets) and political conditions (such as
    military actions and terrorist activities);(iii)
    unanticipated costs or difficulties or delays in completing
    projects associated with the continued execution of the
    Companys business strategy or lower than expected revenues
    or the inability to create value through profitable growth as a
    result of such strategy, including lower than expected sales, or
    higher than expected costs, including as may arise from any
    additional repositioning, repackaging or reformulating of one or
    more brands or product lines, launching of new product lines,
    including difficulties or delays, or higher than expected
    expenses, including for sales returns, in launching its new
    products, acquiring businesses or brands, further refining its
    approach to retail merchandising,
    and/or
    difficulties, delays or increased costs in connection with
    taking further actions to optimize the Companys
    manufacturing, sourcing, supply chain or organizational size and
    structure;(iv)
    difficulties, delays or unanticipated costs in achieving our
    strategic goal to profitably grow our business and as to the
    business strategies employed to achieve this goal, such as
    (a) difficulties, delays or our inability to build our
    strong brands, such as due to less than effective product
    development, less than expected acceptance of our new or
    existing products by consumers
    and/or
    retail customers, less than expected acceptance of our
    advertising, promotional
    and/or
    marketing plans by our consumers
    and/or
    retail customers, less than expected investment in advertising,
    promotional
    and/or
    marketing activities or greater than expected competitive
    investment, less than expected acceptance of our brand
    communication by consumers
    and/or
    retail partners, less than expected levels of advertising,
    promotional
    and/or
    marketing activities for our new product launches
    and/or less
    than expected levels of execution with our retail partners or
    higher than expected costs and expenses; (b) difficulties,
    delays or the inability to develop our organizational
    capability; (c) difficulties, delays or unanticipated costs
    in connection with our plans to drive our company to act
    globally, such as due to higher than anticipated levels of
    investment required to support and build our brands globally or
    less than anticipated 62




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##### Table of Contents



results from our national and multi-national brands;
    (d) difficulties, delays or unanticipated costs in
    connection with our plans to improve our operating profit and
    cash flow, such as difficulties, delays or the inability to take
    actions intended to improve results in sales returns, cost of
    goods sold, general and administrative expenses, working capital
    management
    and/or sales
    growth;
    and/or
    (e) difficulties, delays or unanticipated costs in
    consummating, or our inability to consummate, transactions to
    improve our capital structure, strengthen our balance sheet
    and/or
    reduce debt, including higher than expected costs (including
    interest rates);  (v)
    difficulties, delays or unanticipated costs or less than
    expected savings and other benefits resulting from the
    Companys restructuring activities, such as less than
    anticipated cost reductions or other benefits from the 2009
    Programs, 2008 Programs, 2007 Programs
    and/or 2006
    Programs and the risk that the 2009 Programs, 2008 Programs,
    2007 Programs
    and/or the
    2006 Programs may not satisfy the Companys objectives;(vi)
    lower than expected operating revenues, cash on hand
    and/or funds
    available under the 2010 Revolving Credit Facility
    and/or other
    permitted lines of credit or higher than anticipated operating
    expenses, such as referred to in clause (viii) below;(vii)
    the unavailability of funds under Products Corporations
    2010 Revolving Credit Facility or other permitted lines of
    credit, or from refinancing indebtedness, or from capital
    contributions or loans from MacAndrews & Forbes, the
    Companys other affiliates
    and/or third
    parties
    and/or the
    sale of additional equity of Revlon, Inc. or debt securities of
    Revlon, Inc. or Products Corporation;(viii)
    higher than expected operating expenses, sales returns, working
    capital expenses, permanent wall display costs, capital
    expenditures, restructuring costs, severance not otherwise
    included in the Companys restructuring programs, debt
    service payments, debt repurchases, regularly scheduled cash
    pension plan contributions
    and/or
    post-retirement benefit plan contributions
    and/or
    benefit payments;(ix)
    interest rate or foreign exchange rate changes affecting the
    Company and its market-risk sensitive financial instruments
    and/or
    difficulties, delays or the inability of the counterparty to
    perform such transactions;(x)
    difficulties, delays or the inability of the Company to
    efficiently manage its cash and working capital;(xi)
    lower than expected returns on pension plan assets
    and/or lower
    discount rates, which could result in higher than expected cash
    contributions
    and/or
    pension expense;(xii)
    difficulties, delays or the inability of the Company to pay the
    quarterly dividends or the liquidation preference on the
    Preferred Stock, such as due to the unavailability of funds from
    Products Corporation related to its payments to Revlon, Inc.
    under the Contributed Loan or the unavailability of sufficient
    surplus or net profits to make such dividend payments in
    accordance with Delaware law or the unavailability of sufficient
    surplus to make such liquidation preference payments in
    accordance with Delaware law;(xiii)
    lower than expected, or other unanticipated changes in,
    advertising spending to support the Companys brands in the
    first quarter of 2011, as compared to the first quarter of 2010;
    and/or(xiv)
    changes in the Companys earnings trends, tax position or
    future taxable income in the U.S. that may impact the
    amount or timing of the Companys realization of the
    benefits of the net deferred tax assets existing at
    December 31, 2010 and changes in or unexpected
    circumstances impacting the Companys effective tax rate
    and cash taxes paid.   63




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##### Table of Contents



Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance          Committee-Director
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   64




---



##### Table of Contents



Website
    Availability of Reports and Other Corporate Governance
    Information
  Form 10-K, Form 10-Q, Form 8-K, http://www.sec.gov, http://www.revloninc.com.
 65




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)


List of documents filed as part of this Report:(1)  Consolidated Financial Statements and Independent
    Auditors Report included herein: See Index on
    page F-1.(2)  Financial Statement Schedule: See Index on
    page F-1.All other schedules are
    omitted as they are inapplicable or the required information is
    furnished in the Companys Consolidated Financial
    Statements or the Notes thereto.(3)  List of Exhibits:3
.

Certificate of Incorporation and By-laws.3
.1

Restated Certificate of Incorporation of Revlon, Inc., dated
    October 29, 2009 (incorporated by reference to
    Exhibit 3.1 to Revlon, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2009 filed with the SEC
    on October 29, 2009).3
.2

Amended and Restated By-Laws of Revlon, Inc., dated as of
    May 1, 2009 (incorporated by reference to Exhibit 3.1
    of Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on April 29, 2009).3
.3

Certificate of Designation of Series A Preferred Stock of
    Revlon, Inc. (incorporated by reference to Exhibit (d)(9) to
    Amendment No. 8 of Revlon, Inc.s
    Schedule TO/Schedule 13E-3
    filed with the SEC on October 8, 2009).4
.

Instruments Defining the Rights of Security Holders,
    Including Indentures.4
.1

Second Amended and Restated Term Loan Agreement dated as of
    March 11, 2010 (the 2010 Term Loan Agreement),
    among Products Corporation as borrower, the lenders party
    thereto, Citicorp USA, Inc. (CUSA) as administrative
    agent and collateral agent, JPMorgan Chase Bank, N.A. and Bank
    of America, N.A. as co-syndication agents, Credit Suisse
    Securities (USA) LLC (Credit Suisse) and Natixis,
    New York Branch (Natixis) as co-documentation
    agents, Citigroup Global Markets Inc. (CGMI),
    J.P. Morgan Securities Inc. (JPM Securities),
    Banc of America Securities LLC (BAS) and Credit
    Suisse as joint lead arrangers, and CGMI, JPM Securities, BAS,
    Credit Suisse and Natixis as joint bookrunners (incorporated by
    reference to Exhibit 4.1 to the Current Report on
    Form 8-K
    of Products Corporation filed with the SEC on March 16,
    2010 (the Products Corporation March 16, 2010
    Form 8-K).4
.2

Second Amended and Restated Revolving Credit Agreement dated as
    of March 11, 2010 (the 2010 Revolving Credit
    Agreement and together with the 2010 Term Loan Agreement,
    the 2010 Credit Agreements), among Products
    Corporation as borrower, certain subsidiaries of Products
    Corporation from time to time party thereto as local borrowing
    subsidiaries, the lenders party thereto, CUSA as administrative
    agent and collateral agent, CGMI and Wells Fargo Capital
    Finance, LLC (Wells Fargo) as joint lead arrangers,
    and CGMI, Wells Fargo, BAS, JPM Securities and Credit Suisse as
    joint bookrunners (incorporated by reference to Exhibit 4.2
    to the Products Corporation March 16, 2010
    Form 8-K).4
.3

Third Amended and Restated Pledge and Security Agreement dated
    as of March 11, 2010 among Revlon, Inc., Products
    Corporation and certain domestic subsidiaries of Products
    Corporation in favor of CUSA, as collateral agent for the
    secured parties (incorporated by reference to Exhibit 4.3
    to the Products Corporation March 16, 2010
    Form 8-K). 66




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4
.4

Third Amended and Restated Intercreditor and Collateral Agency
    Agreement, dated as of March 11, 2010, among CUSA, as
    administrative agent for the lenders under the 2010 Credit
    Agreements, U.S. Bank National Association, as trustee for
    certain noteholders, CUSA, as collateral agent for the secured
    parties, Revlon, Inc., Products Corporation and certain domestic
    subsidiaries of Products Corporation (incorporated by reference
    to Exhibit 4.4 to the Products Corporation March 16,
    2010
    Form 8-K).4
.5

Amended and Restated Guaranty, dated as of March 11, 2010,
    by and among Revlon, Inc., Products Corporation and certain
    domestic subsidiaries of Products Corporation, in favor of CUSA,
    as collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.5 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.6

Schedule of Borrowers; Denomination Currencies; Currency
    Sublimits; Maximum Sublimits; and Local Fronting Lenders under
    the 2010 Revolving Credit Agreement (incorporated by reference
    to Exhibit 4.6 to the Products Corporation March 16,
    2010
    Form 8-K).4
.7

Form of Revolving Credit Note under the 2010 Revolving Credit
    Agreement (incorporated by reference to Exhibit 4.7 to the
    Products Corporation March 16, 2010
    Form 8-K).4
.8

Third Amended and Restated Copyright Security Agreement, dated
    as of March 11, 2010, among Products Corporation and CUSA,
    as collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.8 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.9

Third Amended and Restated Copyright Security Agreement, dated
    as of March 11, 2010, among Almay, Inc. and CUSA, as
    collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.9 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.10

Third Amended and Restated Patent Security Agreement, dated as
    of March 11, 2010, among Products Corporation and CUSA, as
    collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.10 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.11

Third Amended and Restated Trademark Security Agreement, dated
    as of March 11, 2010, among Products Corporation and CUSA,
    as collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.11 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.12

Third Amended and Restated Trademark Security Agreement, dated
    as of March 11, 2010, among Charles Revson Inc. and CUSA,
    as collateral agent for the secured parties (incorporated by
    reference to Exhibit 4.12 to the Products Corporation
    March 16, 2010
    Form 8-K).4
.13

Form of Term Loan Note under the 2010 Term Loan Agreement
    (incorporated by reference to Exhibit 4.13 to the Products
    Corporation March 16, 2010
    Form 8-K).4
.14

Amended and Restated Term Loan Guaranty, dated as of
    March 11, 2010, by Revlon, Inc., Products Corporation and
    certain domestic subsidiaries of Products Corporation in favor
    of CUSA, as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.14 to the Products
    Corporation March 16, 2010
    Form 8-K).4
.15

Indenture, dated as of November 23, 2009, between Products
    Corporation and U.S. Bank National Association, as trustee,
    relating to Products Corporations
    93/4% Senior
    Secured Notes due November 15, 2015 (incorporated by
    reference to Exhibit 4.22 to Products Corporations
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2009 filed with the
    SEC on February 25, 2010 (the Products Corporation
    2009
    Form 10-K). 67




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10
.

Material Contracts.10
.1

Tax Sharing Agreement, dated as of June 24, 1992, among
    MacAndrews & Forbes Holdings, Revlon, Inc., Products
    Corporation and certain subsidiaries of Products Corporation, as
    amended and restated as of January 1, 2001 (incorporated by
    reference to Exhibit 10.2 to Products Corporations
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001 filed with the SEC on
    February 25, 2002).10
.2

Tax Sharing Agreement, dated as of March 26, 2004, by and
    among Revlon, Inc., Products Corporation and certain
    subsidiaries of Products Corporation (incorporated by reference
    to Exhibit 10.25 to Products Corporations Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2004 filed with the SEC on
    May 17, 2004).*10
.3

Amended and Restated Employment Agreement, dated as of
    November 29, 2010, between Products Corporation and David
    L. Kennedy.10
.4

Amended and Restated Employment Agreement, dated as of
    May 1, 2009, between Products Corporation and Alan T. Ennis
    (incorporated by reference to Exhibit 10.2 to the Revlon,
    Inc. 2009 Second Quarter
    Form 10-Q).*10
.5

Amended and Restated Employment Agreement, dated as of
    February 14, 2011, between Products Corporation and Robert
    K. Kretzman.10
.6

Employment Agreement, dated as of April 29, 2009, between
    Products Corporation and Steven Berns (incorporated by reference
    to Exhibit 10.4 to the Revlon Inc.s Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2009 filed with the SEC on
    July 30, 2009).10
.7

Amended and Restated Employment Agreement, dated as of
    May 1, 2009, between Products Corporation and Chris Elshaw
    (incorporated by reference to Exhibit 10.7 to Revlon,
    Inc.s Annual Report on
    Form 10-K
    filed with the SEC on February 25, 2010 (the Revlon,
    Inc. 2009
    10-K).10
.8

Third Amended and Restated Revlon, Inc. Stock Plan (as amended,
    the Stock Plan) (incorporated by reference to
    Exhibit 4.1 to Revlon, Inc.s Registration Statement
    on
    Form S-8
    filed with the SEC on December 10, 2007).10
.9

Form of Nonqualified Stock Option Agreement under the Stock Plan
    (incorporated by reference to Exhibit 10.7 to Revlon,
    Inc.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 filed with the
    SEC on February 25, 2009 (Revlon, Inc.s 2008
    10-K)).10
.10

Form of Restricted Stock Agreement under the Stock Plan
    (incorporated by reference to Exhibit 10.8 to Revlon,
    Inc.s 2008
    10-K).10
.11

Revlon Executive Incentive Compensation Plan (incorporated by
    reference to Annex C to Revlon, Inc.s Annual Proxy
    Statement on Schedule 14A filed with the SEC on
    April 21, 2010).10
.12

Amended and Restated Revlon Pension Equalization Plan, amended
    and restated as of December 14, 1998 (the PEP)
    (incorporated by reference to Exhibit 10.15 to Revlon,
    Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 1998 filed with the SEC on
    March 3, 1999).10
.13

Amendment to the PEP, dated as of May 28, 2009
    (incorporated by reference to Exhibit 10.13 to the Revlon,
    Inc. 2009
    Form 10-K).10
.14

Executive Supplemental Medical Expense Plan Summary, dated July
    2000 (incorporated by reference to Exhibit 10.10 to Revlon,
    Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 2002 filed with the SEC on
    March 21, 2003). 68




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10
.15

Benefit Plans Assumption Agreement, dated as of July 1,
    1992, by and among Revlon Holdings, Revlon, Inc. and Products
    Corporation (incorporated by reference to Exhibit 10.25 to
    Products Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 1992 filed with the SEC on
    March 12, 1993).10
.16

Revlon Executive Severance Pay Plan (incorporated by reference
    to Exhibit 10.2 to Revlon, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 filed with the SEC on
    April 30, 2009).10
.17

Stockholders Agreement, dated as of February 20, 2004, by
    and between Revlon, Inc. and Fidelity Management &
    Research Company (incorporated by reference to
    Exhibit 10.29 to Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on February 23, 2004).10
.18

Contribution and Stockholder Agreement, dated as of
    August 10, 2009, by and between Revlon, Inc. and
    MacAndrews & Forbes (incorporated by reference to
    Annex B-1
    to Exhibit (a)(1)(J) of Revlon, Inc.s
    Schedule TO/Schedule 13E-3
    filed with the SEC on September 24, 2009).10
.19

Amendment No. 1 to the Contribution and Stockholder
    Agreement, dated as of September 23, 2009, by and between
    Revlon, Inc. and MacAndrews & Forbes (incorporated by
    reference to
    Annex B-2
    of Exhibit (a)(1)(J) of Revlon Inc.s
    Schedule TO/Schedule 13E-3
    filed with the SEC on September 24, 2009).10
.20

Senior Subordinated Term Loan Agreement, dated as of
    January 30, 2008, between Products Corporation and
    MacAndrews & Forbes (incorporated by reference to
    Exhibit 10.1 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on February 1, 2008).10
.21

Amendment No. 1 to Senior Subordinated Term Loan Agreement,
    dated as of November 14, 2008, between Products Corporation
    and MacAndrews & Forbes (incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    of Products Corporation filed with the SEC on November 14,
    2008).10
.22

Amended and Restated Amendment No. 2 to the Senior
    Subordinated Term Loan Agreement, dated as of September 23,
    2009, by and between Products Corporation and
    MacAndrews & Forbes (incorporated by reference to
    Annex C of Exhibit (a)(1)(J) of Revlon Inc.s
    Schedule TO/Schedule 13E-3
    filed with the SEC on September 24, 2009).10
.23

Amended and Restated Contribution, Assignment and Assumption
    Agreement, dated as of October 13, 2009, by and between
    Revlon, Inc. and MacAndrews & Forbes (incorporated by
    reference to Exhibit 10.23 to the Revlon, Inc. 2009
    Form 10-K).10
.24

Letter Agreement between Revlon, Inc. and MacAndrews &
    Forbes, dated January 30, 2008 (incorporated by reference
    to Exhibit 10.2 to Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on February 1, 2008).21
.

Subsidiaries.  *21.1

Subsidiaries of Revlon, Inc.23.

Consents of Experts and Counsel.*23.1

Consent of KPMG LLP.24.

Powers of Attorney.*24.1

Power of Attorney executed by Ronald O. Perelman.*24.2

Power of Attorney executed by Barry F. Schwartz.*24.3

Power of Attorney executed by Alan S. Bernikow. 69




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##### Table of Contents



*24.4

Power of Attorney executed by Paul J. Bohan.*24.5

Power of Attorney executed by Meyer Feldberg.*24.6

Power of Attorney executed by David L. Kennedy.*24.7

Power of Attorney executed by Debra L. Lee.*24.8

Power of Attorney executed by Tamara Mellon*24.9

Power of Attorney executed by Richard J. Santagati.*24.10

Power of Attorney executed by Kathi P. Seifert.*31.1

Certification of Alan T. Ennis, Chief Executive Officer, dated
    February 17, 2011, pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Exchange Act.*31.2

Certification of Steven Berns, Chief Financial Officer, dated
    February 17, 2011, pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Exchange Act.32.1
    (furnished
    herewith)

Certification of Alan T. Ennis, Chief Executive Officer, dated
    February 17, 2011, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32.2
    (furnished
    herewith)

Certification of Steven Berns, Chief Financial Officer, dated
    February 17, 2011, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.*99.1

Revlon, Inc. Audit Committee Pre-Approval Policy.    70




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REVLON,
    INC. AND SUBSIDIARIES
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
    SCHEDULE
  PageReport of Independent Registered Public
    Accounting Firm (Consolidated Financial Statements)


F-2Report of Independent Registered Public
    Accounting Firm (Internal Control Over Financial Reporting)


F-3Audited Financial Statements:Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-4Consolidated Statements of Operations for each of
    the years in the three-year period ended December 31,
    2010


F-5Consolidated Statements of Stockholders
    Deficiency and Comprehensive Income (Loss) for each of the years
    in the three-year period ended December 31, 2010


F-6Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended December 31,
    2010


F-8Notes to Consolidated Financial Statements


F-9Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts


F-70   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     page F-1.
            F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-3




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (dollars in millions, except share and
    per share amounts)
  December 31,


December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
76.7


$
54.5Trade receivables, less allowance for doubtful accounts of $3.1
    and $3.8 as of December 31, 2010 and 2009, respectively


197.5



181.7Inventories


115.0



119.2Deferred income taxes  current


39.6



3.9Prepaid expenses and other


47.3



44.3Total current assets


476.1



403.6Property, plant and equipment, net


106.2



111.7Deferred income taxes  noncurrent


229.4



4.8Other assets


92.3



91.5Goodwill, net


182.7



182.6Total assets

$
1,086.7


$
794.2LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Short-term borrowings

$
3.7


$
0.3Current portion of long-term debt


8.0



13.6Accounts payable


88.3



82.4Accrued expenses and other


218.5



213.0Total current liabilities


318.5



309.3Long-term debt


1,100.9



1,127.8Long-term debt  affiliates


58.4



58.4Redeemable preferred stock


48.1



48.0Long-term pension and other post-retirement plan liabilities


201.5



216.3Other long-term liabilities


55.7



68.0Stockholders deficiency:Class B Common Stock, par value $0.01 per share;
    200,000,000 shares authorized, 3,125,000 issued and
    outstanding as of December 31, 2010 and 2009, respectively






Class A Common Stock, par value $0.01 per share;
    900,000,000 shares authorized; 50,000,497 and
    50,021,063 shares issued as of December 31, 2010 and
    2009, respectively


0.5



0.5Additional paid-in capital


1,012.0



1,007.2Treasury stock, at cost; 532,838 and 385,677 shares of
    Class A Common Stock as of December 31, 2010 and 2009,
    respectively


(7.2
)


(4.7
)Accumulated deficit


(1,551.4
)


(1,878.7
)Accumulated other comprehensive loss


(150.3
)


(157.9
)Total stockholders deficiency


(696.4
)


(1,033.6
)Total liabilities and stockholders deficiency

$
1,086.7


$
794.2    F-4




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    OPERATIONS(dollars in millions, except share and per
    share amounts)
  Year Ended December 31,2010


2009


2008Net sales

$
1,321.4


$
1,295.9


$
1,346.8Cost of sales


455.3



474.7



490.9Gross profit


866.1



821.2



855.9Selling, general and administrative expenses


666.6



629.1



709.3Restructuring costs and other, net


(0.3
)


21.3



(8.4
)Operating income


199.8



170.8



155.0Other expenses (income):Interest expense


90.5



91.5



119.7Interest expense  preferred stock dividend


6.4



1.5



Interest income


(0.5
)


(0.5
)


(0.7
)Amortization of debt issuance costs


5.9



5.8



5.6Loss on early extinguishment of debt, net


9.7



5.8



0.7Foreign currency losses, net


6.3



8.9



0.1Miscellaneous, net


1.7



1.0



0.4Other expenses, net


120.0



114.0



125.8Income from continuing operations before income taxes


79.8



56.8



29.2(Benefit from) provision for income taxes


(247.2
)


8.3



16.1Income from continuing operations, net of taxes


327.0



48.5



13.1Income (loss) from discontinued operations, net of taxes


0.3



0.3



(0.4
)Gain on disposal of discontinued operations










45.2Income from discontinued operations, including gain 
    on disposal, net of taxes


0.3



0.3



44.8Net income

$
327.3


$
48.8


$
57.9Basic income per common share:Continuing operations


6.30



0.94



0.26Discontinued operations


0.01



0.01



0.87Net income

$
6.31


$
0.95


$
1.13Diluted income per common share:Continuing operations


6.25



0.94



0.26Discontinued operations


0.01



0.01



0.87Net income

$
6.26


$
0.94


$
1.13Weighted average number of common shares outstanding:Basic


51,892,824



51,552,213



51,248,710Diluted


52,302,636



51,725,485



51,311,010    F-5




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    STOCKHOLDERS DEFICIENCY
    AND COMPREHENSIVE INCOME (LOSS) (dollars in millions)
  AdditionalPaid-In-








AccumulatedCapital








Other


TotalCommon


(Capital


Treasury


Accumulated


Comprehensive


StockholdersStock


Deficiency)


Stock


Deficit


Loss


DeficiencyBalance, January 1, 2008

$
0.5


$
994.1


$
(2.5
)

$
(1,985.4
)

$
(88.7
)

$
(1,082.0
)Treasury stock acquired, at
    cost(a)










(1.1
)










(1.1
)Stock-based compensation amortization






6.8















6.8Comprehensive (loss) income:Net income














57.9







57.9Revaluation of financial derivative
    instruments(b)


















(3.3
)


(3.3
)Elimination of currency translation adjustment related to
    Bozzano Sale
    Transaction(d)


















37.3



37.3Currency translation adjustment


















(8.2
)


(8.2
)Amortization of pension related
    costs(c)


















1.1



1.1Pension re-measurement


















(121.3
)


(121.3
)Total comprehensive loss






















(36.5
)Balance, December 31, 2008


0.5



1,000.9



(3.6
)


(1,927.5
)


(183.1
)


(1,112.8
)Treasury stock acquired, at
    cost(a)










(1.1
)










(1.1
)Stock-based compensation amortization






5.6















5.6Discount on Preferred Stock






0.7















0.7Comprehensive (loss) income:Net income














48.8







48.8Revaluation of financial derivative
    instruments(b)


















3.7



3.7Currency translation adjustment


















9.8



9.8Amortization of pension related
    costs(c)


















12.0



12.0Pension re-measurement


















(9.5
)


(9.5
)Pension curtailment
    gain(e)


















9.2



9.2Total comprehensive income






















74.0Balance, December 31, 2009


0.5



1,007.2



(4.7
)


(1,878.7
)


(157.9
)


(1,033.6
)Treasury stock acquired, at
    cost(a)










(2.5
)










(2.5
)Stock-based compensation amortization






3.6















3.6Excess tax benefits from stock-based compensation






1.2















1.2Comprehensive (loss) income:Net income














327.3







327.3Revaluation of financial derivative
    instruments(b)


















1.7



1.7Currency translation adjustment


















7.4



7.4Amortization of pension related
    costs(c)


















5.4



5.4Pension
    re-measurement(e)


















(8.4
)


(8.4
)Pension curtailment
    gain(e)


















1.5



1.5Total comprehensive income






















334.9Balance, December 31, 2010

$
0.5


$
1,012.0


$
(7.2
)

$
(1,551.4
)

$
(150.3
)

$
(696.4
)   (a)
    
    Pursuant to the share withholding
    provision of the Third Amended and Restated Revlon, Inc. Stock
    Plan, certain employees, in lieu of paying withholding taxes on
    the vesting of certain restricted stock, authorized the
    withholding of an aggregate 147,161; 129,224; and
    125,874 shares of Revlon, Inc. Class A Common Stock
    during 2010, 2009 and 2008, respectively, to satisfy the minimum
    statutory tax withholding requirements related to such vesting.
    For details on such withholding taxes on the vesting of certain
    restricted stock, see Note 15, Stockholders
    Equity  Treasury Stock.(b)
    
    See Note 11, Financial
    Instruments, Note 17, Accumulated Other
    Comprehensive Loss, and the discussion of Critical
    Accounting Policies in this
    Form 10-K
    for details regarding the net amount of hedge accounting
    derivative losses recognized due to the Companys use of
    derivative financial instruments. F-6




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##### Table of Contents



(c)
    
    See Note 14, Savings
    Plan, Pension and Post-retirement Benefits, and
    Note 17, Accumulated Other Comprehensive Loss,
    for details on the change in Accumulated Other Comprehensive
    Loss as a result of the amortization of unrecognized prior
    service costs and actuarial losses (gains) arising during 2010,
    2009 and 2008 related to the Companys pension and other
    post-retirement plans.(d)
    
    For details on the Bozzano Sale
    Transaction (as hereinafter defined), see Note 2,
    Discontinued Operations.(e)
    
    See Note 14, Savings
    Plan, Pension and Post-retirement Benefits, and
    Note 17, Accumulated Other Comprehensive
    Loss, for details on the increase in pension liabilities
    recorded within Accumulated Other Comprehensive Loss as the
    result of the re-measurement of the pension liabilities, as well
    as the curtailment gain recognized by the Company in connection
    with the May 2009 Pension Plan Amendments (as hereinafter
    defined) in 2009 and the curtailment gain recognized by the
    Company in connection with the amendments to the Canadian
    defined benefit pension plan in 2010, which both reduced its
    pension liability and were recorded as an offset against the net
    actuarial losses previously reported within Accumulated Other
    Comprehensive Loss in the respective years.   F-7




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
    FLOWS(dollars in millions)
  December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
327.3


$
48.8


$
57.9Adjustments to reconcile net income to net cash provided by
    operating activities:(Income) loss from discontinued operations, net of taxes


(0.3
)


(0.3
)


0.4Depreciation and amortization


57.0



60.1



86.3Amortization of debt discount


2.7



0.7



0.7Stock compensation amortization


3.6



5.6



6.8(Benefit from) provision for deferred income taxes


(259.3
)


(1.2
)


2.8Loss on early extinguishment of debt, net


9.7



5.8



0.7Amortization of debt issuance costs


5.9



5.8



5.6Gain on disposal of discontinued operations










(45.2
)Gain on sale of certain assets






(1.7
)


(12.7
)Pension and other post-retirement expense


9.5



27.5



7.5Change in assets and liabilities:(Increase) decrease in trade receivables


(19.2
)


(4.0
)


13.0Decrease in inventories


7.0



41.5



1.8(Increase) decrease in prepaid expenses and other current assets


(7.4
)


5.2



(5.8
)Increase (decrease) in accounts payable


20.8



(5.9
)


(10.4
)Increase (decrease) in accrued expenses and other current
    liabilities


12.5



(17.2
)


(7.0
)Pension and other post-retirement plan contributions


(25.8
)


(24.3
)


(12.8
)Purchase of permanent displays


(33.7
)


(32.9
)


(47.2
)Other, net


(13.1
)


(4.0
)


(9.3
)Net cash provided by operating activities


97.2



109.5



33.1CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(15.2
)


(14.3
)


(19.6
)Proceeds from the sale of assets of discontinued operations










107.6Proceeds from the sale of certain assets


0.3



2.5



13.6Net cash (used in) provided by investing activities


(14.9
)


(11.8
)


101.6CASH FLOWS FROM FINANCING ACTIVITIES:Net (decrease) increase in short-term borrowings and
    overdraft


(10.6
)


6.0



3.1Repayment under the 2006 Revolving Credit Facility, net










(43.5
)Repayments under the 2006 Term Loan Facility


(815.0
)


(18.7
)


(6.3
)Borrowings under the 2010 Term Loan Facility


786.0







Proceeds from the issuance of long-term debt, net






326.4



Proceeds from the issuance of long-term debt 
    affiliates










170.0Repayment of long-term debt


(6.0
)


(381.7
)


(167.6
)Repayment of long-term debt  affiliates










(63.0
)Payment of financing costs


(17.5
)


(29.6
)


(4.6
)Other financing activities


0.3



(0.9
)


(1.1
)Net cash used in financing activities


(62.8
)


(98.5
)


(113.0
)CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:Net cash provided by (used in) discontinued operating activities






0.2



(10.8
)Net cash used in discontinued financing activities










(0.4
)Change in cash from discontinued operations










(1.0
)Net cash provided by (used in) discontinued operations






0.2



(12.2
)Effect of exchange rate changes on cash and cash equivalents


2.7



2.3



(1.8
)Net increase in cash and cash equivalents


22.2



1.7



7.7Cash and cash equivalents at beginning of period


54.5



52.8



45.1Cash and cash equivalents at end of period

$
76.7


$
54.5


$
52.8SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest

$
77.3


$
97.9


$
123.0Preferred stock dividend

$
6.2


$



$
Income taxes, net of refunds

$
16.2


$
14.9


$
24.8SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
    FINANCING ACTIVITIES:Treasury stock received to satisfy minimum tax withholding
    liabilities

$
2.5


$
1.1


$
1.1Redeemable preferred stock issued

$



$
48.0


$
Loan contributed from MacAndrews & Forbes to Revlon,
    Inc.

$



$
(48.6
)

$
    F-8




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    (all tabular amounts in millions, except share and per share
    amounts)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation and Basis of Presentation:
               F-9




---



##### Table of Contents



Cash and
    Cash Equivalents:
    Accounts
    Receivable:
    Inventories:
  first-in,
  Property,
    Plant and Equipment and Other Assets:
       F-10




---



##### Table of Contents



Intangible
    Assets Related to Businesses Acquired:
        Revenue
    Recognition:
    Cost of
    Sales:
   F-11




---



##### Table of Contents



Selling,
    General and Administrative Expenses:
    Advertising:
    Distribution
    Costs:
    Income
    Taxes:
     F-12




---



##### Table of Contents



Research
    and Development:
    Foreign
    Currency Translation:
    Venezuela
    Basic and
    Diluted Income per Common Share and Classes of Stock:
    Stock-Based
    Compensation:
  paid-in-capital. paid-in-capital
  Derivative
    Financial Instruments:
   F-13




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##### Table of Contents



Foreign
    Currency Forward Exchange Contracts
    Interest
    Rate Swap Transactions
    Recent
    Accounting Pronouncements:
  No. 2010-28, 2010-28). 2010-28 2010-28 2010-28
  2.
    DISCONTINUED
    OPERATIONS       F-14




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##### Table of Contents



December 31,


December 31,2010


2009Assets:Prepaid expenses and other

$
0.1


$
0.1Total assets

$
0.1


$
0.1Liabilities:Accrued expenses and other

$
1.0


$
1.0Total current liabilities


1.0



1.0Other long-term liabilities


1.6



1.9Total liabilities

$
2.6


$
2.9     Year Ended December 31,2010


2009


2008Net sales

$



$



$
20.6Operating income










0.1Income before income taxes










0.1(Benefit) provision for income taxes


(0.3
)


(0.3
)


0.5Net income (loss)


0.3



0.3



(0.4
)     3.
    RESTRUCTURING
    COSTS AND OTHER, NET      
    a $20.8 million charge related to the May 2009 Program;
    $1.3 million of charges related to employee severance and
    other employee-related termination costs related to
    restructuring actions in the U.K., Mexico and Argentina
    announced in the first quarter of 2009 (together with the May
    2009 Program, the 2009 Programs); and
    a $0.8 million charge related to the 2008 Programs (as
    hereinafter defined);    
    income of $1.6 million related to the sale of a facility in
    Argentina in the first quarter of 2009.   F-15




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##### Table of Contents



Balance


(Income)Beginning of


Expenses,


Utilized, Net


BalanceYear


Net


Cash


Noncash


End of Year2010Employee severance and other personnel benefits:2008 Programs

$
0.3


$



$
(0.3
)

$



$
2009 Programs


7.6



(0.2
)


(6.4
)






1.07.9



(0.2
)


(6.7
)






1.0Lease exit


2.3



(0.1
)


(0.6
)






1.6Total restructuring costs and other, net

$
10.2


$
(0.3
)

$
(7.3
)

$



$
2.62009Employee severance and other personnel benefits:2006 Programs

$
0.3


$



$
(0.3
)

$



$
2007 Programs


0.1







(0.1
)






2008 Programs


3.0



0.8



(3.5
)






0.32009 Programs






19.5



(11.9
)






7.63.4



20.3



(15.8
)






7.9Leases and equipment write-offs






2.6



(0.3
)






2.3Total restructuring accrual

$
3.4



22.9


$
(16.1
)

$



$
10.2Gain on sale of Argentina facility






(1.6
)Total restructuring costs and other, net





$
21.3 F-16




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##### Table of Contents



Balance


(Income)Beginning of


Expenses,


Utilized, Net


BalanceYear


Net


Cash


Noncash


End of Year2008Employee severance and other personnel benefits:2006 Programs

$
4.1


$
(0.4
)

$
(3.4
)

$



$
0.32007 Programs


0.6







(0.5
)






0.12008 Programs






4.9



(1.7
)


(0.2
)


3.04.7



4.5



(5.6
)


(0.2
)


3.4Leases and equipment write-offs


0.2







(0.2
)






Total restructuring accrual

$
4.9



4.5


$
(5.8
)

$
(0.2
)

$
3.4Gain on sale of Mexico facility






(7.0
)Gain on sale of non-core trademark






(5.9
)Total restructuring costs and other, net





$
(8.4
)     4.
    INVENTORIES  December 31,2010


2009Raw materials and supplies

$
39.7


$
42.7Work-in-process


9.9



12.0Finished goods


65.4



64.5$
115.0


$
119.2   5.
    PREPAID
    EXPENSES AND OTHER  December 31,2010


2009Prepaid expenses

$
19.9


$
22.3Other


27.4



22.0$
47.3


$
44.3  F-17




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##### Table of Contents



6.
    PROPERTY,
    PLANT AND EQUIPMENT, NET  December 31,2010


2009Land and improvements

$
1.9


$
1.9Building and improvements


63.5



62.0Machinery, equipment and capital leases


136.8



135.1Office furniture, fixtures and capitalized software


79.7



102.6Leasehold improvements


11.9



11.8Construction-in-progress


7.2



11.4301.0



324.8Accumulated depreciation


(194.8
)


(213.1
)$
106.2


$
111.7     7.
    ACCRUED
    EXPENSES AND OTHER  December 31,2010


2009Sales returns and allowances

$
76.2


$
83.3Advertising and promotional costs


25.3



34.1Compensation and related benefits


51.8



35.9Interest


19.2



8.8Taxes


18.7



16.2Restructuring costs


1.6



7.6Derivative financial instruments


2.1



3.5Other


23.6



23.6$
218.5


$
213.0   8.
    SHORT-TERM
    BORROWINGS   F-18




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##### Table of Contents



9.
    LONG-TERM
    DEBT AND REDEEMABLE PREFERRED STOCK  December 31,2010


20092010 Term Loan Facility due 2015, net of discounts (See
    (a) below)

$
782.0


$
2006 Term Loan Facility due 2012 (See 2010
    Transactions below)






815.02010 Revolving Credit Facility due 2014 (See (a) below)






93/4% Senior
    Secured Notes due 2015, net of discounts (See (b) below)


326.9



326.4Senior Subordinated Term Loan due 2014 (See (c) below)


58.4



58.41,167.3



1,199.8Less current portion


(8.0
)


(13.6
)1,159.3



1,186.2Redeemable Preferred Stock (See (d) below)


48.1



48.0$
1,207.4


$
1,234.2     2010
    Transactions
  Refinancing
    of the 2006 Term Loan and Revolving Credit
    Facilities
    
    The 2010 Refinancing included refinancing Products
    Corporations term loan facility, which was scheduled to
    mature on January 15, 2012 and had $815.0 million
    aggregate principal amount outstanding at December 31, 2009
    (the 2006 Term Loan Facility), with a
    5-year,
    $800.0 million term loan facility due March 11, 2015
    (the 2010 Term Loan Facility) under a second amended
    and restated term loan agreement dated March 11, 2010 (the
    2010 Term Loan Agreement), among Products
    Corporation, as borrower, the lenders party thereto, Citigroup
    Global Markets Inc. (CGMI), J.P. Morgan
    Securities Inc. (JPM Securities), Banc of America
    Securities LLC (BAS) and Credit Suisse Securities
    (USA) LLC (Credit Suisse), as joint lead arrangers,
    CGMI, JPM Securities, BAS, Credit Suisse and Natixis, New York
    Branch (Natixis), as joint bookrunners, JPMorgan
    Chase Bank, N.A. and Bank of America, N.A. as co-syndication
    agents, Credit Suisse and Natixis as co-documentation agents,
    and Citicorp USA, Inc. (CUSA), as administrative
    agent and collateral agent.
    The 2010 Refinancing also included refinancing Products
    Corporations 2006 revolving credit facility, which was
    scheduled to mature on January 15, 2012 and had nil
    outstanding borrowings at December 31, 2009 (the 2006
    Revolving Credit Facility and together with the 2006 Term
    Loan Facility, the 2006 Credit Facilities and such
    agreements, the 2006 Credit Agreements), with a
    4-year,
    $140.0 million asset-based, multi-currency revolving credit
    facility due March 11, 2014 (the 2010 Revolving
    Credit Facility and, together with the 2010 Term Loan
    Facility, the 2010 Credit Facilities) under a second
    amended and restated revolving credit agreement dated
    March 11, 2010 (the 2010 Revolving Credit
    Agreement and, together with the 2010 Term Loan Agreement,
    the 2010 Credit Agreements), among Products
    Corporation, as borrower, the lenders party thereto, CGMI and
    Wells Fargo Capital Finance, LLC (WFS), as joint
    lead arrangers, CGMI, WFS, BAS, JPM Securities and Credit
    Suisse, as joint bookrunners, and CUSA, as administrative agent
    and collateral agent.
    Products Corporation used the approximately $786 million of
    proceeds from the 2010 Term Loan Facility, which was drawn in
    full on the March 11, 2010 closing date and issued to
    lenders at 98.25% of par, plus approximately $31 million of
    available cash and approximately $20 million then drawn on
    the 2010 Revolving Credit Facility to refinance in full the
    $815.0 million of outstanding F-19




---



##### Table of Contents



2009
    Transactions
  Exchange
    Offer and Extension of the Maturity of the Senior Subordinated
    Term Loan
    Refinancing
    of the
    91/2% Senior
    Notes
  3 4
  3 4 1 2 1 2 1 2 3 4 3 4 1 2
 F-20




---



##### Table of Contents



(a)
    2010
    Credit Agreements  2010
    Revolving Credit Facility
      (i)
    Products Corporation in revolving credit loans denominated in
    U.S. dollars;(ii)
    Products Corporation in swing line loans denominated in
    U.S. dollars up to $30.0 million;(iii)
    Products Corporation in standby and commercial letters of credit
    denominated in U.S. dollars and other currencies up to
    $60.0 million; and(iv)
    Products Corporation and certain of its international
    subsidiaries designated from time to time in revolving credit
    loans and bankers acceptances denominated in
    U.S. dollars and other currencies.        (i)
    the net cash proceeds from sales of Revolving Credit First Lien
    Collateral (as defined below) by Products Corporation or any of
    its subsidiary guarantors (other than dispositions in the
    ordinary course of business and certain other
    exceptions); and  (ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt, to the
    extent there remains any such proceeds after satisfying Products
    Corporations repayment obligations under the 2010 Term
    Loan Facility.    (i)
    to foreign lenders a fronting fee of 0.25% per annum on the
    aggregate principal amount of specified Local Loans (which fee
    is retained by foreign lenders out of the portion of the
    Applicable Margin payable to such foreign lender);(ii)
    to foreign lenders an administrative fee of 0.25% per annum on
    the aggregate principal amount of specified Local Loans;(iii)
    to the multi-currency lenders a letter of credit commission
    equal to the product of (a) the Applicable Margin (as
    defined in the 2010 Revolving Credit Agreement) for revolving
    credit loans that are Eurodollar Rate (as defined in the 2010
    Revolving Credit Agreement) loans F-21




---



##### Table of Contents



(iv)
    to the issuing lender, a letter of credit fronting fee of 0.25%
    per annum of the aggregate undrawn face amount of letters of
    credit, which fee is a portion of the Applicable Margin.        2010
    Term Loan Facility
      (i)
    the net cash proceeds in excess of $10.0 million for each
    12-month
    period ending on March 31 received during such period from sales
    of Term Loan First Lien Collateral (as defined below) by
    Products Corporation or any of its subsidiary guarantors
    (subject to a reinvestment right for 365 days and carryover
    of unused annual basket amounts up to a maximum of
    $25.0 million and subject to certain specified dispositions
    of up to an additional $25.0 million in the aggregate);(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt; and(iii)
    50% of Products Corporations excess cash flow
    (as defined under the 2010 Term Loan Agreement), commencing with
    excess cash flow for the 2011 fiscal year payable in the first
    quarter of 2012.     F-22




---



##### Table of Contents



Provisions Applicable to the 2010 Revolving Credit
    Facility and the 2010 Term Loan Facility
    (i)
    mortgages on owned real property, including Products
    Corporations facility in Oxford, North Carolina;(ii)
    the capital stock of Products Corporation and the subsidiary
    guarantors and 66% of the voting capital stock and 100% of the
    non-voting capital stock of Products Corporations and the
    subsidiary guarantors first-tier,
    non-U.S. subsidiaries;(iii)
    intellectual property and other intangible property of Products
    Corporation and the subsidiary guarantors; and(iv)
    inventory, accounts receivable, equipment, investment property
    and deposit accounts of Products Corporation and the subsidiary
    guarantors.  3 4 3 4 3 4 3 4
    (i)
    incurring additional indebtedness or guarantees, with certain
    exceptions;(ii)
    making dividend and other payments or loans to Revlon, Inc. or
    other affiliates, with certain exceptions, including among
    others:  (a)
    exceptions permitting Products Corporation to pay dividends or
    make other payments to Revlon, Inc. to enable it to, among other
    things, pay expenses incidental to being a public holding
    company, including, among other things, professional fees such
    as legal, accounting and insurance fees, regulatory fees, such
    as SEC filing fees and NYSE listing fees, and other expenses
    related to being a public holding company; F-23




---



##### Table of Contents



(b)
    subject to certain circumstances, to finance the purchase by
    Revlon, Inc. of its Class A Common Stock in connection with
    the delivery of such Class A Common Stock to grantees under
    the Third Amended and Restated Revlon, Inc. Stock Plan
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan;  (c)
    subject to certain limitations, to pay dividends or make other
    payments to finance the purchase, redemption or other retirement
    for value by Revlon, Inc. of stock or other equity interests or
    equivalents in Revlon, Inc. held by any current or former
    director, employee or consultant in his or her capacity as
    such; and  (d)
    subject to certain limitations, to make other restricted
    payments to affiliates of Products Corporation in amounts up to
    $5.0 million per year ($10.0 million in 2010), other
    restricted payments in an aggregate amount not to exceed
    $20.0 million and other restricted payments based upon
    certain financial tests;  (iii)
    creating liens or other encumbrances on Products
    Corporations or its subsidiaries assets or revenues,
    granting negative pledges or selling or transferring any of
    Products Corporations or its subsidiaries assets,
    all subject to certain limited exceptions;(iv)
    with certain exceptions, engaging in merger or acquisition
    transactions;(v)
    prepaying indebtedness and modifying the terms of certain
    indebtedness and specified material contractual obligations,
    subject to certain exceptions;(vi)
    making investments, subject to certain exceptions; and(vii)
    entering into transactions with affiliates of Products
    Corporation involving aggregate payments or consideration in
    excess of $10.0 million other than upon terms that are not
    materially less favorable when taken as a whole to Products
    Corporation or its subsidiaries as terms that would be
    obtainable at the time for a comparable transaction or series of
    similar transactions in arms length dealings with an
    unrelated third person and where such payments or consideration
    exceed $20.0 million, unless such transaction has been
    approved by all of the independent directors of Products
    Corporation, subject to certain exceptions.    (i)
    nonpayment of any principal, interest or other fees when due,
    subject in the case of interest and fees to a grace period;(ii)
    non-compliance with the covenants in such 2010 Credit Facilities
    or the ancillary security documents, subject in certain
    instances to grace periods;(iii)
    the institution of any bankruptcy, insolvency or similar
    proceedings by or against Products Corporation, any of Products
    Corporations subsidiaries or Revlon, Inc., subject in
    certain instances to grace periods;(iv)
    default by Revlon, Inc. or any of its subsidiaries (A) in
    the payment of certain indebtedness when due (whether at
    maturity or by acceleration) in excess of $25.0 million in
    aggregate principal amount or (B) in the observance or
    performance of any other agreement or condition relating to such
    debt, provided that the amount of debt involved is in excess of
    $25.0 million in aggregate principal amount, or the
    occurrence of any other event, the effect of which default
    referred to in this subclause (iv) is to cause or permit
    the holders of such debt to cause the acceleration of payment of
    such debt;(v)
    in the case of the 2010 Term Loan Facility, a cross default
    under the 2010 Revolving Credit Facility, and in the case of the
    2010 Revolving Credit Facility, a cross default under the 2010
    Term Loan Facility; F-24




---



##### Table of Contents



(vi)
    the failure by Products Corporation, certain of Products
    Corporations subsidiaries or Revlon, Inc. to pay certain
    material judgments;(vii)
    a change of control such that (A) Revlon, Inc. shall cease
    to be the beneficial and record owner of 100% of Products
    Corporations capital stock, (B) Ronald O. Perelman
    (or his estate, heirs, executors, administrator or other
    personal representative) and his or their controlled affiliates
    shall cease to control Products Corporation, and any
    other person or group of persons owns, directly or indirectly,
    more than 35% of the total voting power of Products Corporation,
    (C) any person or group of persons other than Ronald O.
    Perelman (or his estate, heirs, executors, administrator or
    other personal representative) and his or their controlled
    affiliates shall control Products Corporation or
    (D) during any period of two consecutive years, the
    directors serving on Products Corporations Board of
    Directors at the beginning of such period (or other directors
    nominated by at least a majority of such continuing directors)
    shall cease to be a majority of the directors;(viii)
    Revlon, Inc. shall have any meaningful assets or indebtedness or
    shall conduct any meaningful business other than its ownership
    of Products Corporation and such activities as are customary for
    a publicly traded holding company which is not itself an
    operating company, in each case subject to limited
    exceptions; and(ix)
    the failure of certain of Products Corporations affiliates
    which hold Products Corporations or its subsidiaries
    indebtedness to be party to a valid and enforceable agreement
    prohibiting such affiliate from demanding or retaining payments
    in respect of such indebtedness, subject to certain exceptions,
    including exceptions as to Products Corporations Senior
    Subordinated Term Loan.      (b) 93/4% Senior
    Secured Notes due 2015
  3 4 3 4 3 4 3 4 3 4 3 4 3 4
   F-25




---



##### Table of Contents



1 2 1 2 3 4 3 4
  3 4 3 4 3 4
  3 4
  
    together with the obligations under the 2010 Revolving Credit
    Agreement (on an equal and ratable basis), by a second-priority
    lien on the collateral that is subject to a first-priority lien
    securing Products Corporations obligations under the 2010
    Term Loan Agreement (i.e., substantially all of Products
    Corporations and the Subsidiary Guarantors
    intellectual property and intangibles, all of the capital stock
    of Products Corporation and the Subsidiary Guarantors and 66% of
    the capital stock of Products Corporations and the
    Subsidiary Guarantors first-tier foreign subsidiaries and
    certain other assets of Products Corporation and the Subsidiary
    Guarantors (excluding the assets described below)), subject to
    certain limited exceptions; and
    by a third-priority lien on the collateral that is subject to a
    first-priority lien securing Products Corporations
    obligations under the 2010 Revolving Credit Agreement and
    subject to a second-priority lien securing Products
    Corporations obligations under the 2010 Term Loan
    Agreement (i.e., substantially all of Products
    Corporations and the Subsidiary Guarantors
    inventory, accounts receivable, equipment, investment property,
    deposit accounts and certain real estate), subject to certain
    limited exceptions.  3 4 3 4
  3 4 3 4 3 4
 F-26




---



##### Table of Contents



3 4
  
    in an amount up to an aggregate of 35% of the original principal
    amount issued under the
    93/4% Senior
    Secured Notes Indenture, from time to time prior to
    November 15, 2012, with the proceeds of certain equity
    offerings, at a purchase price equal to 109.75% of the principal
    amount, plus accrued and unpaid interest, if any, to the date of
    redemption;
    in whole or in part at any time prior to November 15, 2012
    at a redemption price equal to the principal amount, plus
    accrued and unpaid interest, if any, to the date of redemption,
    plus the applicable premium (as specified in the
    93/4% Senior
    Secured Notes Indenture); and
    in whole or in part at any time after November 15, 2012 at
    various fixed prices specified in the
    93/4% Senior
    Secured Notes Indenture.  3 4 3 4 3 4
  3 4 3 4
  3 4
  (c) Senior
    Subordinated Term Loan Agreement
  5 8 5 8
   F-27




---



##### Table of Contents



3 4
        3 4
 F-28




---



##### Table of Contents



and/or and/or
  (d)
    Redeemable Preferred Stock  one-for-one
    and/or and/or
 F-29




---



##### Table of Contents



and/or
  (i)
    any securities offerings by Revlon, Inc. (including any rights
    offering), in which the same security is offered to all holders
    of the applicable class of securities or series of stock on a
    pro rata basis;(ii)
    the declaration or payment of any dividends or distributions to
    the holders of all of then-outstanding classes of equity
    securities of Revlon, Inc. on a pro rata basis;(iii)
    any issuance by reclassification of securities of Revlon, Inc.;(iv)
    the issuance of any securities of Revlon, Inc. (including upon
    the exercise of options or rights) or options or rights to
    purchase those shares pursuant to any present or future
    employee, director or consultant benefit plan, program or
    practice of or assumed by Revlon, Inc. or any of its
    subsidiaries or as full or partial consideration in connection
    with any acquisition by Revlon, Inc. or its subsidiaries; or(v)
    the issuance of any securities of Revlon, Inc. pursuant to any
    option, warrant, right or exercisable, exchangeable or
    convertible security outstanding as of October 8, 2009.     F-30




---



##### Table of Contents



Long-Term
    Debt Maturities
    Long-termYears Ended December 31,

debt maturities2011

$
8.0
(a)2012


8.0
(a)2013


8.0
(a)(b)2014


66.4
(c)2015


1,092.0
(d)Thereafter


Total long-term debt

$
1,182.4Discounts


(15.1
)Total long-term debt, net of discounts

$
1,167.3     (a)
    
    Amount refers to the quarterly
    amortization payments required under the 2010 Term Loan Facility.(b)
    
    Amount does not include the
    $48.6 million of Preferred Stock which is required to be
    redeemed on the earlier of (i) October 8, 2013 and
    (ii) the consummation of certain change of control
    transactions. (See Redeemable Preferred Stock in
    this Note 9).(c)
    
    Amount refers to the quarterly
    amortization payments required under the 2010 Term Loan Facility
    and the aggregate principal amount outstanding under the
    Non-Contributed Loan. Pursuant to the terms of the Exchange
    Offer, the maturity date on the Non-Contributed Loan which
    remains owing from Products Corporation to
    MacAndrews & Forbes was extended from August 2010 to
    October 8, 2014. Amount excludes amounts available under
    the 2010 Revolving Credit Facility, which as of
    December 31, 2010, was undrawn.(d)
    
    Amount refers to the aggregate
    principal amount expected to be outstanding under the 2010 Term
    Loan Facility on its March 11, 2015 maturity date as well
    as the principal balance due on the
    93/4% Senior
    Secured Notes which mature on November 15, 2015. The
    difference between this amount and the carrying amounts of the
    2010 Term Loan Facility and the
    93/4% Senior
    Secured Notes is due to the issuance of the $800.0 million
    in aggregate principal amount of the 2010 Term Loan Facility and
    the $330.0 million in aggregate principal amount of the
    93/4% Senior
    Secured Notes at a discount, which were priced at 98.25% and
    98.9% of par, respectively.  10.
    FAIR
    VALUE MEASUREMENTS    
    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 F-31




---



##### Table of Contents




    Level 3:  Fair valuing the asset or
    liability using unobservable inputs that reflect the
    Companys own assumptions regarding the applicable asset or
    liability.    Total


Level 1


Level 2


Level 3Assets:Derivatives:FX
    Contracts(a)

$
0.2


$



$
0.2


$
Total assets at fair value

$
0.2


$



$
0.2


$
Liabilities:Derivatives:FX
    Contracts(a)

$
2.1


$



$
2.1


$
Redeemable Preferred Stock (Change of Control
    Amount)(b)


0.2











0.2Total liabilities at fair value

$
2.3


$



$
2.1


$
0.2   (a)

    
    The fair value of the Companys FX Contracts was measured
    based on observable market transactions of spot and forward
    rates at December 31, 2010. (See Note 11, Financial
    Instruments.)(b)

    
    Upon consummation of the Exchange Offer, Revlon, Inc. initially
    recorded the Preferred Stock as a long-term liability at a fair
    value of $47.9 million (see Note 9, Long-Term
    Debt and Redeemable Preferred Stock), which was comprised
    of two components:  
    Liquidation Preference:  Upon initial valuation
    of the Preferred Stock, the total amount to be paid by Revlon,
    Inc. at maturity is approximately $48.6 million, which
    represents the $5.21 liquidation preference for each of the
    9,336,905 shares of Preferred Stock issued in the Exchange
    Offer (the Liquidation Preference). The Liquidation
    Preference was initially measured at fair value based on the
    yield to maturity of the $48.6 million portion of the
    Senior Subordinated Term Loan (as hereinafter defined) that was
    contributed to Revlon, Inc. by MacAndrews & Forbes
    (the Contributed Loan), adjusted for an estimated
    average subordination premium for subordinated note issues. The
    Liquidation Preference is subsequently measured at the present
    value of the amount to be paid at maturity, accruing interest
    cost using the rate implicit at the issuance date since both the
    amount to be paid and the maturity date are fixed.
    Change of Control Amount:  Holders of the
    Preferred Stock are entitled to receive upon a change of control
    transaction (as defined in the certificate of designation of the
    Preferred Stock) through October 8, 2012, a pro rata
    portion of the equity value received in such transaction, capped
    at an amount that would provide aggregate cash payments of
    $12.00 per share over the term of the Preferred Stock. If the
    equity value received in the change of control transaction is
    greater than or equal to $12.00 per share, then each holder of
    Preferred Stock will be entitled to receive an amount equal to
    $12.00 minus the Liquidation Preference minus any paid
    and/or
    accrued and unpaid dividend on the Preferred Stock. If the per
    share equity value received in the change of control transaction
    is less than $12.00, then each holder of Preferred Stock is
    entitled to receive an amount equal to such per share equity
    value minus the Liquidation Preference minus any paid
    and/or
    accrued and unpaid dividend on the Preferred Stock. If the per
    share equity value received in the change of control transaction
    does not exceed the Liquidation Preference plus any paid
    and/or
    accrued and unpaid dividend, then each holder of the Preferred
    Stock is not entitled to an additional payment upon any such
    change of control transaction (the foregoing payments being the
    Change of Control Amount). The fair value of the
    Change of Control Amount of the Preferred Stock, which is deemed
    to be a Level 3 liability, is based on the Companys
    assessment of the likelihood of the occurrence of specified
    change of control transactions within three years of the
    consummation of the Exchange Offer. There was no change in the
    fair value of the Change in F-32




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##### Table of Contents



11.
    FINANCIAL
    INSTRUMENTS        Derivative
    Financial Instruments
      Foreign
    Currency Forward Exchange Contracts
      Interest
    Rate Swap Transactions
  floating-to-fixed
 F-33




---



##### Table of Contents



2-year
    Quantitative
    Information  Derivative Financial
    Instruments
      Fair Values of Derivative Instruments as of
    December 31,Assets


Liabilities2010


2009




2010


2009Balance Sheet

Fair


Fair


Balance Sheet

Fair


FairDerivatives:

Classification

Value


Value


Classification

Value


ValueDerivatives designated as hedging instruments:2008 Interest Rate
    Swap(a)

Prepaid expenses

$



$



Accrued expenses

$



$
1.8Derivatives not designated as hedging instruments:FX
    contracts(b)

Prepaid expenses


0.2



0.1


Accrued expenses


2.1



1.7$
0.2


$
0.1




$
2.1


$
3.5   (a)
    
    At December 31, 2009, the fair
    value of the 2008 Interest Rate Swap, which expired in April
    2010, was determined by using the three-month U.S. Dollar LIBOR
    index at the latest receipt date, or October 16, 2009.(b)
    
    The fair values of the FX Contracts
    at December 31, 2010 and 2009 were determined by using
    observable market transactions of spot and forward rates at
    December 31, 2010 and 2009, respectively.    Derivative Instruments Gain (Loss) Effect on Consolidated
    Statement ofOperations as of December 31,Amount ofGain (Loss)Recognized in


Income Statement

Amount of Gain (Loss) ReclassifiedOCI


Classification

from OCI(Effective


of Gain (Loss)

to IncomePortion)


Reclassified from

(Effective Portion)2010


2009


OCI to Income

2010


2009Derivatives designated as hedging instruments:2008 Interest Rate
    Swap(a)

$



$
(1.7
)

Interest expense

$
(0.9
)

$
(5.0
)   F-34




---



##### Table of Contents



Amount of


Income


Amount ofGain (Loss) Recognized in


Statement


Gain (Loss)Foreign


Classification


Recognized inCurrency Gains


of Gain (Loss)


Interest Expense(Losses), Net


Reclassified from


(Ineffective Portion)2010


2009


OCI to Income


2010


2009Derivatives not designated as hedging instruments:FX Contracts

$
(3.1
)

$
(5.9
)


Interest expense


$



$
2008 Interest Rate
    Swap(a)










Interest expense



(0.8
)


$
(3.1
)

$
(5.9
)





$
(0.8
)

$
   (a)
    
    Effective March 11, 2010 (the
    closing date of the 2010 Refinancing), the 2008 Interest Rate
    Swap, which expired in April 2010, was no longer designated as a
    cash flow hedge. (See Interest Rate Swap
    Transactions in this Note 11.)  12.
    INCOME
    TAXES    Year Ended December 31,2010


2009


2008Income from continuing operations before income taxes:United States

$
31.3


$
24.6


$
(22.0
)Foreign


48.5



32.2



51.2$
79.8


$
56.8


$
29.2Provision for (benefit from) income taxes:United States federal

$
(219.4
)

$
0.3


$
0.6State and local


(44.5
)


(2.1
)


(3.0
)Foreign


16.7



10.1



18.5$
(247.2
)

$
8.3


$
16.1Current:United States federal

$
10.1


$
13.5


$
10.3State and local


(2.5
)






(1.3
)Foreign


18.7



13.3



22.726.3



26.8



31.7Deferred:United States federal


(220.3
)






0.6State and local


(40.2
)






Foreign


1.2



(1.2
)


2.2(259.3
)


(1.2
)


2.8Benefits of operating loss carryforwards:United States federal


(9.2
)


(13.2
)


(10.3
)State and local


(1.8
)


(2.1
)


(1.7
)Foreign


(3.2
)


(2.0
)


(6.4
)(14.2
)


(17.3
)


(18.4
)$
(247.2
)

$
8.3


$
16.1  F-35




---



##### Table of Contents



Year Ended December 31,2010


2009


2008Computed expected tax expense

$
27.9


$
19.9


$
10.2State and local taxes, net of U.S. federal income tax benefit


(0.1
)


(1.4
)


(2.0
)Foreign and U.S. tax effects attributable to operations outside
    the U.S.


(10.5
)


(4.0
)


0.5Change in valuation allowance


(286.8
)


(24.7
)


(18.2
)Foreign dividends subject to tax


14.5



14.4



26.7Other


7.8



4.1



(1.1
)Tax expense

$
(247.2
)

$
8.3


$
16.1     December 31,2010


2009Deferred tax assets:Inventories

$
3.5


$
5.8Net operating loss carryforwards  U.S.


186.4



186.9Net operating loss carryforwards  foreign


83.1



83.3Employee benefits


76.0



91.0State and local taxes


2.2



3.9Sales related reserves


29.1



31.6Other


29.0



38.9Total gross deferred tax assets


409.3



441.4Less valuation allowance


(113.0
)


(414.3
)Total deferred tax assets, net of valuation allowance


296.3



27.1Deferred tax liabilities:Plant, equipment and other assets


(15.4
)


(18.1
)Other


(12.3
)


(0.4
)Total gross deferred tax liabilities


(27.7
)


(18.5
)Net deferred tax assets

$
268.6


$
8.6      F-36




---



##### Table of Contents



Balance at January 1, 2009

$
50.9Increase based on tax positions taken in a prior year


5.5Decrease based on tax positions taken in a prior year


(0.1
)Increase based on tax positions taken in the current year


7.2Decrease related to settlements with taxing authorities and
    changes in law


(5.8
)Decrease resulting from the lapse of statutes of limitations


(8.4
)Balance at December 31, 2009

$
49.3Increase based on tax positions taken in a prior year


9.9Decrease based on tax positions taken in a prior year


(16.1
)Increase based on tax positions taken in the current year


7.4Decrease related to settlements with taxing authorities and
    changes in law


Decrease resulting from the lapse of statutes of limitations


(6.4
)Balance at December 31, 2010

$
44.1    F-37




---



##### Table of Contents



13.
    BASIC AND
    DILUTED EARNINGS PER COMMON SHARE   F-38




---



##### Table of Contents



Years Ended December 31,2010(a)


2009


2008(shares in millions)Numerator:Income from continuing operations

$
327.0


$
48.5


$
13.1Income from discontinued operations


0.3



0.3



44.8Net income

$
327.3


$
48.8


$
57.9Denominator:Weighted average common shares outstanding  Basic


51.89



51.55



51.25Effect of dilutive restricted stock


0.41



0.18



0.06Weighted average common shares outstanding  Diluted


52.30



51.73



51.31Basic earnings per share:Continuing operations

$
6.30


$
0.94


$
0.26Discontinued operations


0.01



0.01



0.87Net income

$
6.31


$
0.95


$
1.13Diluted earnings per share:Continuing operations

$
6.25


$
0.94


$
0.26Discontinued operations


0.01



0.01



0.87Net income

$
6.26


$
0.94


$
1.13   (a)
    
    Basic and diluted earnings per
    share for the year ended December 31, 2010 were favorably
    impacted by an increase in net income driven by a one-time
    non-cash benefit of $260.6 million related to the
    Companys net U.S. deferred tax assets at December 31,
    2010, recognized through a reduction in the Companys
    deferred tax valuation allowances as a result of the Company
    achieving three cumulative years, as well as three consecutive
    years, of positive U.S. GAAP pre-tax income and taxable income
    in the U.S., and based upon the Companys current
    expectations for realization of such deferred tax benefits in
    the U.S. (See Note 12, Income Taxes).  14.
    SAVINGS
    PLAN, PENSION AND POST-RETIREMENT BENEFITS  Savings
    Plan:
  U.S.-based
  U.S.-based
 F-39




---



##### Table of Contents



Pension
    Benefits:
  non-U.S. employees,
        Other
    Post-retirement Benefits:
   F-40




---



##### Table of Contents



OtherPost-retirementPension Plans


Benefit Plans2010


2009


2010


2009Change in Benefit Obligation:Benefit obligation  beginning of year

$
(614.5
)

$
(560.1
)

$
(14.8
)

$
(13.2
)Service cost


(1.5
)


(7.6
)






Interest cost


(33.8
)


(34.8
)


(0.9
)


(0.9
)Plan amendments






(0.2
)






Actuarial loss


(31.3
)


(55.0
)


(1.1
)


(1.3
)Curtailment gain


1.5



9.2







Settlement gain






0.5







Benefits paid


36.4



38.2



0.9



1.0Currency translation adjustments


1.1



(4.5
)


(0.2
)


(0.4
)Plan participant contributions


(0.2
)


(0.2
)






Benefit obligation  end of year

$
(642.3
)

$
(614.5
)

$
(16.1
)

$
(14.8
)Change in Plan Assets:Fair value of plan assets  beginning of year

$
405.6


$
342.3


$



$
Actual return on plan assets


56.0



74.6







Employer contributions


24.9



23.3



0.9



1.0Plan participant contributions


0.2



0.2







Benefits paid


(36.4
)


(38.2
)


(0.9
)


(1.0
)Settlement gain






(0.5
)






Currency translation adjustments


(0.8
)


3.9







Fair value of plan assets  end of year

$
449.5


$
405.6


$



$
Unfunded status of plans at December 31,

$
(192.8
)

$
(208.9
)

$
(16.1
)

$
(14.8
)     OtherPost-retirementPension Plans


Benefit PlansDecember 31,2010


2009


2010


2009Accrued expenses and other

$
(6.4
)

$
(6.2
)

$
(1.0
)

$
(1.2
)Pension and other post-retirement benefit liabilities


(186.4
)


(202.7
)


(15.1
)


(13.6
)(192.8
)


(208.9
)


(16.1
)


(14.8
)Accumulated other comprehensive loss


180.1



179.3



4.1



3.3$
(12.7
)

$
(29.6
)

$
(12.0
)

$
(11.5
)    F-41




---



##### Table of Contents



December 31,2010


2009Projected benefit obligation

$
642.3


$
614.5Accumulated benefit obligation


640.6



611.2Fair value of plan assets


449.5



405.6   Net
    Periodic Benefit Cost:
        OtherPost-retirementPension Plans


Benefit PlansYears Ended December 31,2010


2009


2008


2010


2009


2008Net periodic benefit cost:Service cost

$
1.5


$
7.6


$
8.3


$



$



$
Interest cost


33.8



34.8



34.5



0.9



0.9



0.8Expected return on plan assets


(32.1
)


(27.8
)


(37.2
)










Amortization of prior service credit


0.1



(0.1
)


(0.4
)










Amortization of actuarial loss


5.1



12.8



1.3



0.2



0.1



0.2Curtailment gain






(0.8
)














8.4



26.5



6.5



1.1



1.0



1.0Portion allocated to Revlon Holdings LLC


(0.1
)


(0.1
)


(0.1
)


(0.1
)


(0.1
)


$
8.3


$
26.4


$
6.4


$
1.0


$
0.9


$
1.0     Post-retirementPension Benefits


Benefits


TotalNet actuarial loss

$
179.9


$
4.1


$
184.0Prior service cost


0.2







0.2180.1



4.1



184.2Portion allocated to Revlon Holdings LLC


(0.7
)


(0.1
)


(0.8
)$
179.4


$
4.0


$
183.4    F-42




---



##### Table of Contents



Pension
    Plan Assumptions:
    U.S. Plans


International Plans2010


2009


2010


2009Discount rate


5.17
%


5.68
%


5.32
%


5.63
%Rate of future compensation increases


3.50



3.50



3.53



4.39     U.S. Plans


International Plans2010


2009


2008


2010


2009


2008Discount rate


5.68
%


6.35
%


6.24
%


5.63
%


6.40
%


5.70
%Expected long-term return on plan assets


8.25



8.25



8.25



6.50



6.50



6.90Rate of future compensation increases


3.50



4.00



4.00



4.39



4.00



4.30         Investment
    Policy:
   F-43




---



##### Table of Contents



Target RangesU.S. Plans

International PlansAsset Class:Common and preferred stock

0% - 10%

0%Mutual funds

20% - 30%

0%Fixed income securities

20% - 30%

0%Common and collective funds

25% - 35%

0% - 100%Hedge funds

0% - 15%

0%Group annuity contract

0% - 5%

0%Cash and other investments

0% - 10%

0%   Fair
    Value of Pension Plan Assets:
    U.S. Plans


International Plans2010


2009


2010


2009Fair value of plan assets

$
403.2


$
364.1


$
46.3


$
41.5     
    Common and preferred stock:  The fair values of the
    investments included in the common and preferred stock asset
    class generally reflect the closing price reported on the major
    market where the individual securities are traded. The Company
    classifies common and preferred stock investments primarily
    within Level 1 of the valuation hierarchy.
    Mutual funds:  The fair values of the investments
    included in the mutual funds asset class are determined using
    net asset value (NAV) provided by the administrator
    of the funds. The NAV is F-44




---



##### Table of Contents



based on the closing price reported on the major market where
    the individual securities are traded. The Company classifies
    mutual fund investments primarily within Level 1 of the
    valuation hierarchy.  
    Fixed income securities:  The fair values of the
    investments included in the fixed income securities asset class
    are based on a compilation of primarily observable market
    information
    and/or
    broker quotes. The Company classifies fixed income securities
    investments primarily within Level 2 of the valuation
    hierarchy.
    Common and collective funds:  The fair values of the
    investments included in the common and collective funds asset
    class are determined using NAV provided by the administrator of
    the funds. The NAV is based on the value of the underlying
    assets owned by the trust, minus its liabilities, and then
    divided by the number of shares outstanding. The Company
    classifies common and collective fund investments primarily
    within Level 2 of the valuation hierarchy.
    Hedge funds:  The hedge fund asset class includes
    hedge funds that primarily invest in a grouping of equities,
    fixed income instruments, currencies, derivatives
    and/or
    commodities. The fair value of investments included in the hedge
    funds class are determined using NAV provided by the
    administrator of the funds. The NAV is based on securities
    listed or quoted on a national securities exchange or market, or
    traded in the
    over-the-counter
    market, and is valued at the closing quotation posted by that
    exchange or trading system. Securities not listed or quoted on a
    national securities exchange or market are valued primarily
    through observable market information or broker quotes. The
    hedge fund investments generally can be sold on a quarterly or
    monthly basis and may employ leverage. The Company classifies
    hedge fund investments primarily within Level 2 and
    Level 3 of the valuation hierarchy.
    Group annuity contract:  The group annuity contract
    asset class primarily invests in equities, corporate bonds and
    government bonds. The fair value of securities listed or quoted
    on a national securities exchange or market, or traded in the
    over-the-counter
    market, are valued at the closing quotation posted by that
    exchange or trading system. Securities not listed or quoted on a
    national securities exchange or market are valued primarily
    through observable market information or broker quotes. The
    Company classifies group annuity contract investments primarily
    within Level 2 of the valuation hierarchy. F-45




---



##### Table of Contents



Quoted Prices in





SignificantActive Markets for


Significant


UnobservableIdentical Assets


Observable Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Common and Preferred Stock:U.S. small/mid cap equity

$
20.4


$
20.4


$



$
Mutual
    Funds(a):Corporate bonds


23.1



23.1







Government bonds


2.8



2.8







U.S. large cap equity


64.9



64.9







International equities


0.8



0.8







Emerging markets international equity


2.8



2.8







Cash and cash equivalents


4.9



4.9







Other


2.8



2.8







Fixed Income Securities:Corporate bonds


84.3







84.2



0.1Government bonds


12.7







12.7



Common and Collective
    Funds(a) :Corporate bonds


32.8







32.8



Government bonds


19.6







19.6



U.S. large cap equity


16.9







16.9



U.S. small/mid cap equity


17.4







17.4



International equities


65.1







65.1



Emerging markets international equity


18.8







18.8



Other


1.8







1.8



Hedge
    Funds(a):Government bonds


(2.8
)






(2.8
)


U.S. large cap equity


6.9







2.5



4.4U.S. small/mid cap equity


5.4











5.4International equities


5.0







1.9



3.1Foreign exchange contracts


23.7







23.7



Other


6.8







6.3



0.5Group Annuity Contract


2.1







2.1



Cash and Cash Equivalents


10.5



10.5







Fair value of plan assets at December 31, 2010

$
449.5


$
133.0


$
303.0


$
13.5   (a)

    
    The investments in mutual funds, common and collective funds and
    hedge funds are disclosed above within the respective underlying
    investments class (i.e., various equities, corporate
    bonds, government bonds, etc.) while the fair value hierarchy
    levels of the investments are based on the Companys direct
    ownership unit of account. F-46




---



##### Table of Contents



Quoted Prices in





SignificantActive Markets for


Significant


UnobservableIdentical Assets


Observable Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Common and Preferred Stock:U.S. small/mid cap equity

$
16.3


$
16.3


$



$
Mutual
    Funds(a):Corporate bonds


14.5



14.5







Government bonds


19.5



19.5







U.S. large cap equity


52.0



52.0







International equities


1.3



1.3







Cash and cash equivalents


2.5



2.5







Other(a)


2.6



2.6







Fixed Income Securities:Corporate bonds


76.6







76.6



Government bonds


10.3







10.3



Common and Collective
    Funds(a):Corporate bonds


32.8







32.8



Government bonds


17.5







17.5



U.S. large cap equity


12.6







12.6



U.S. small/mid cap equity


13.0







13.0



International equities


60.8







60.8



Emerging markets international equity


11.1







11.1



Other


1.2







1.2



Hedge
    Funds(a):






Government bonds


10.3







10.3



U.S. large cap equity


5.4







0.8



4.6U.S. small/mid cap equity


5.7











5.7International equities


3.4







0.5



2.9Foreign exchange contracts


12.6







12.6



Other


2.4







2.1



0.3Group Annuity Contract


2.0







2.0



Cash and Cash Equivalents


19.2



19.2







Fair value of plan assets at December 31, 2009

$
405.6


$
127.9


$
264.2


$
13.5   (a)

    
    The investments in mutual funds, common and collective funds and
    hedge funds are disclosed above within the respective underlying
    investments class (i.e., various equities, corporate
    bonds, government bonds, etc.) while the levels of the
    investments are based on the Companys direct ownership
    unit of account. F-47




---



##### Table of Contents



Fixed IncomeTotal


Securities


Hedge FundsBalance, January 1, 2009

$
12.4


$



$
12.4Actual return on plan assets still held at end of year


1.1







1.1Balance, December 31,2009


13.5







13.5Actual return on plan assets still held at end of year


(0.1
)






(0.1
)Purchases, sales, and settlements


0.1



0.1



Balance, December 31, 2010

$
13.5


$
0.1


$
13.4   Contributions:
    Estimated
    Future Benefit Payments:
    Total


TotalPension


OtherBenefits


Benefits2011

$
38.6


$
1.22012


40.0



1.32013


40.8



1.32014


41.6



1.42015


42.0



1.3Years 2016 to 2020


219.9



6.7  F-48




---



##### Table of Contents



15.
    STOCKHOLDERS
    EQUITY  and/or
  Common Stock


TreasuryClass A


Class B


StockBalance, January 1, 2008


49,292,340



3,125,000



130,579Stock issuances










Restricted stock grants


939,925







Cancellation of restricted stock


(81,910
)






Withholding of restricted stock to satisfy taxes










125,874Balance, December 31, 2008


50,150,355



3,125,000



256,453Stock issuances










Restricted stock grants


33,500







Cancellation of restricted stock


(162,792
)






Withholding of restricted stock to satisfy taxes










129,224Balance, December 31, 2009


50,021,063



3,125,000



385,677Stock issuances










Restricted stock grants










Cancellation of restricted stock


(20,566
)






Withholding of restricted stock to satisfy taxes










147,161Balance, December 31, 2010


50,000,497



3,125,000



532,838   Common
    Stock
    one-for-one
 F-49




---



##### Table of Contents



1-for-10
    Treasury
    Stock
      1-for-10
  16.
    STOCK
    COMPENSATION PLAN   F-50




---



##### Table of Contents



Stock
    options:
          Stock Options


Weighted Average(000s)


Exercise PriceOutstanding at January 1, 2008


2,168.1


$
41.94Granted






Exercised






Forfeited and expired


(762.6
)


51.60Outstanding at December 31, 2008


1,405.5



36.76Granted






Exercised






Forfeited and expired


(174.2
)


62.14Outstanding at December 31, 2009


1,231.3



33.17Granted






Exercised






Forfeited and expired


(243.4
)


39.22Outstanding at December 31, 2010


987.9



31.68     Outstanding


ExerciseableWeighted


Weighted








Weighted


WeightedNumber of


Average


Average


Aggregate


Number of


Average


AverageRange of

Options


Years


Exercise


Intrinsic


Options


Years


ExerciseExercise Prices

(000s)


Remaining


Price


Value


(000s)


Remaining


Price$23.10 to $30.00


189.5



1.29


$
25.58







189.5



1.29


$
25.5830.01 to   37.60


647.8



0.36



30.39







647.8



0.36



30.3937.61 to   72.60


150.6



1.31



44.90







150.6



1.31



44.9023.10 to   72.60


987.9



0.69



31.68







987.9



0.69



31.68   Restricted
    stock awards and restricted stock units:
   F-51




---



##### Table of Contents



WeightedAverageRestricted


Grant DateStock


Fair(000s)


ValueOutstanding at January 1, 2008


1,164.8


$
13.45Granted


939.9



7.22Vested(a)


(379.4
)


14.47Forfeited


(81.6
)


13.46Outstanding at December 31, 2008


1,643.7



9.65Granted


33.5



4.39Vested(a)


(373.0
)


13.13Forfeited


(162.8
)


8.83Outstanding at December 31, 2009


1,141.4



8.48Granted






Vested(a)


(430.2
)


8.94Forfeited


(20.5
)


8.13Outstanding at December 31, 2010


690.7



8.20   (a)

    
    Of the amounts vested during 2010, 2009 and 2008, 147,161;
    129,224; and 125,874 shares, respectively, were withheld by
    the Company to satisfy certain grantees minimum
    withholding tax requirements, which withheld shares became
    Revlon, Inc. treasury stock and are not sold on the open market.
    (See discussion under Treasury Stock in
    Note 15, Stockholders Equity).   F-52




---



##### Table of Contents



17.
    ACCUMULATED
    OTHER COMPREHENSIVE LOSS    Prior ServiceActuarial (Loss)


Cost





AccumulatedForeign


Gain on


on Post-


Deferred


OtherCurrency


Post-retirement


retirement


Loss-


ComprehensiveTranslation


Benefits


Benefits


Hedging


LossBalance January 1, 2008

$
(13.2
)

$
(74.9
)

$
1.5


$
(2.1
)

$
(88.7
)Unrealized
    losses(a)


(8.2
)










(5.3
)


(13.5
)Reclassifications into net
    income(a)














2.0



2.0Elimination of currency translation adjustment related to
    Bozzano Sale Transaction


37.3















37.3Amortization of pension related
    costs(b)






1.5



(0.4
)






1.1Pension re-measurement






(121.0
)


(0.3
)






(121.3
)Balance December 31, 2008


15.9



(194.4
)


0.8



(5.4
)


(183.1
)Unrealized gains
    (losses)(c)


9.8











(1.3
)


8.5Reclassifications into net
    income(c)














5.0



5.0Amortization of pension related costs
    (b)(d)






12.9



(0.9
)






12.0Pension
    re-measurement(e)






(9.3
)


(0.2
)






(9.5
)Pension curtailment
    gain(e)






9.2











9.2Balance December 31, 2009


25.7



(181.6
)


(0.3
)


(1.7
)


(157.9
)Unrealized gains (losses)


7.4















7.4Reclassifications into net
    income(f)














1.7



1.7Amortization of pension related
    costs(b)






5.3



0.1







5.4Pension re-measurement






(8.4
)










(8.4
)Pension curtailment
    gain(g)






1.5











1.5Balance December 31, 2010

$
33.1


$
(183.2
)

$
(0.2
)

$



$
(150.3
)   (a)

    
    Amounts related to Deferred Loss  Hedging
    represent (1) net unrealized losses of $5.3 million on
    the Interest Rate Swaps (see Note 11, Financial
    Instruments) and (2) the reversal of amounts recorded
    in Accumulated Other Comprehensive Loss pertaining to net
    settlement receipts of $0.2 million and net settlement
    payments of $2.2 million on the Interest Rate Swaps.(b)

    
    Amounts represent the change in Accumulated Other Comprehensive
    Loss as a result of the amortization of unrecognized prior
    service costs and actuarial losses (gains) arising during 2008,
    2009 and 2010 related to the Companys pension and other
    post-retirement plans. (See Note 14, Savings Plan,
    Pension and Post-retirement Benefits).(c)

    
    Amounts related to Deferred Loss  Hedging
    represent (1) the change in net unrealized losses of
    $1.3 million on the Interest Rate Swaps (see Note 11,
    Financial Instruments) and (2) the reversal of
    amounts recorded in Accumulated Other Comprehensive Loss
    pertaining to net settlement receipts of $0.8 million and
    net settlement payments of $5.8 million on the Interest
    Rate Swaps. F-53




---



##### Table of Contents



(d)

    
    The amortization of pension related costs of $12.0 million
    recorded in Accumulated Other Comprehensive Loss includes a
    non-cash curtailment gain of $0.8 million recognized in
    earnings related to the recognition of previously unrecognized
    prior service costs resulting from the May 2009 Pension Plan
    Amendments.(e)

    
    The $9.5 million increase in pension liabilities recorded
    within Accumulated Other Comprehensive Loss is the result of the
    re-measurement of the pension liabilities, primarily in
    connection with the May 2009 Pension Plan Amendments and the May
    2009 Program. In connection with the May 2009 Pension Plan
    Amendments, the Company also recognized a curtailment gain of
    $9.2 million, which reduced its pension liability and was
    recorded as an offset against the net actuarial losses
    previously reported within Accumulated Other Comprehensive Loss.
    (See Note 14, Savings Plan, Pension and
    Post-retirement Benefits).(f)

    
    Amounts related to Deferred Loss  Hedging
    represent (1) the reclassification of an unrecognized loss
    of $0.8 million on the 2008 Interest Rate Swap prior to its
    expiration in April 2010 from Accumulated Other Comprehensive
    Loss into earnings due to the discontinuance of hedge accounting
    as a result of the 2010 Refinancing (see Note 9,
    Long-Term Debt and Redeemable Preferred Stock) and
    (2) the reversal of amounts recorded in Accumulated Other
    Comprehensive Loss pertaining to the net settlement payment of
    $0.9 million on the 2008 Interest Rate Swap.(g)

    
    The Company recognized a $1.5 million curtailment gain,
    primarily in connection with the amendments to its Canadian
    defined benefit pension plan in 2010, which reduced pension
    liability and was recorded as an offset against the net
    actuarial losses previously reported within Accumulated Other
    Comprehensive Loss. (See Note 14, Savings Plan,
    Pension and Post-retirement Benefits).  18.
    RELATED
    PARTY TRANSACTIONS    Transfer
    Agreements
    Reimbursement
    Agreements
   F-54




---



##### Table of Contents



out-of-pocket out-of-pocket
      Tax
    Sharing Agreements
  debt-for-equity
  Registration
    Rights Agreement
   F-55




---



##### Table of Contents



out-of-pocket
  Senior
    Subordinated Term Loan
    Contribution
    and Stockholders Agreement
    
    During any period in which Revlon, Inc. may not be subject to
    the reporting requirements of Section 13(a) or 15(d) of the
    Exchange Act, Revlon, Inc. will file or furnish, as appropriate,
    with the SEC on a voluntary basis all periodic and other reports
    that are required of a company that is subject to such reporting
    requirements;
    Revlon, Inc. will maintain a majority of independent directors
    on its Board of Directors, each of whom meets the
    independence criteria as set forth in
    Section 303A.02 of the NYSE Listed Company Manual; and
    Revlon, Inc. will not engage in any transaction with any
    affiliate, other than Revlon, Inc.s subsidiaries, or with
    any legal or beneficial owner of 10% or more of the voting power
    of Revlon, Inc.s voting stock, unless (i) any such
    transaction or series of related transactions involving
    aggregate payments or other consideration in excess of
    $5 million has been approved by all of Revlon, Inc.s
    independent directors and (ii) any such transaction or
    series of related transactions involving aggregate payments or
    other consideration in excess of $20 million has been
    determined, in the F-56




---



##### Table of Contents



written opinion of a nationally recognized investment banking
    firm, to be fair, from a financial point of view, to Revlon,
    Inc., and in each case subject to certain exceptions.    Fidelity
    Stockholders Agreement
    Other
    3 4
 F-57




---



##### Table of Contents



19.
    COMMITMENTS
    AND CONTINGENCIES    and/or
     F-58




---



##### Table of Contents



F-59




---



##### Table of Contents



20.
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)    Year Ended December 31, 20101st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterNet sales

$
305.5


$
327.7


$
319.0


$
369.2Gross profit


196.8



220.7



208.6



240.0Income from continuing operations


2.2



16.0



12.6



296.2Income (loss) from discontinued operations






0.4



(0.1
)


Net income


2.2



16.4



12.5



296.2Basic income(loss) per common
    share(a):Continuing operations


0.04



0.31



0.24



5.71Discontinued operations






0.01



(0.00
)


(0.00
)Net income per common share

$
0.04


$
0.32


$
0.24


$
5.71Diluted income (loss) per common
    share(a):Continuing operations


0.04



0.31



0.24



5.66Discontinued operations






0.01



(0.00
)


(0.00
)Net income per common share

$
0.04


$
0.31


$
0.24


$
5.66   (a)

    
    Income from continuing operations, net income and basic and
    diluted earnings per share for the fourth quarter of 2010 were
    favorably impacted by an increase in net income driven by a
    one-time non-cash benefit of $260.6 million related to
    reduction of the Companys deferred tax valuation allowance
    on its U.S. net deferred tax assets at December 31, 2010 as
    a result of the Company achieving three cumulative years, as
    well as three consecutive years, of positive U.S. GAAP pre-tax
    income and taxable income in the U.S., and based upon the
    Companys current expectations for realization of such
    deferred tax benefits in the U.S. The Company reflected this
    benefit in the provision for income taxes. (See Note 12,
    Income Taxes).  Year Ended December 31, 20091st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterNet sales

$
303.3


$
321.8


$
326.2


$
344.6Gross profit


192.3



201.2



208.3



219.4Income (loss) from continuing operations


12.7



(0.1
)


23.1



12.8Income from discontinued operations






0.3







Net income


12.7



0.2



23.1



12.8Basic (loss) income per common share:Continuing operations


0.25



(0.00
)


0.45



0.25Discontinued operations






0.01







(0.00
)Net income per common share

$
0.25


$
0.00


$
0.45


$
0.25Diluted (loss) income per common share:Continuing operations


0.25



(0.00
)


0.45



0.25Discontinued operations






0.01







(0.00
)Net income per common share

$
0.25


$
0.00


$
0.45


$
0.24  F-60




---



##### Table of Contents



21.
    GEOGRAPHIC,
    FINANCIAL AND OTHER INFORMATION      Year Ended December 31,2010





2009





2008Geographic area:Net sales:United States

$
729.1



55
%

$
747.9



58
%

$
782.6



58
%Outside of the United States


592.3



45
%


548.0



42
%


564.2



42
%$
1,321.4






$
1,295.9






$
1,346.8December 31,2010





2009





2008Long-lived assets  net:United States

$
558.4



91
%

$
339.2



87
%

$
339.0



88
%Outside of the United States


52.2



9
%


51.4



13
%


45.9



12
%$
610.6






$
390.6






$
384.9Year Ended December 31,2010





2009





2008Classes of similar products:Net sales:Color cosmetics

$
816.1



62
%

$
785.5



61
%

$
831.0



62
%Beauty care and fragrance


505.3



38
%


510.4



39
%


515.8



38
%$
1,321.4






$
1,295.9






$
1,346.8   22.
    GUARANTOR
    FINANCIAL INFORMATION  3 4
  3 4
 F-61




---



##### Table of Contents



Consolidating
    Condensed Balance Sheets
 As of December 31, 2010
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCash and cash equivalents

$
20.5


$
0.1


$
56.1


$



$
76.7Trade receivables, less allowances for doubtful accounts


91.0



14.9



91.6







197.5Inventories


76.6



2.4



36.0







115.0Deferred income taxes  current


34.4







5.9







40.3Prepaid expenses and other


72.5



3.2



22.4







98.1Intercompany receivables


895.1



432.0



331.1



(1,658.2
)


Investment in subsidiaries


(229.8
)


(184.7
)






414.5



Property, plant and equipment, net


89.4



0.6



16.2







106.2Deferred income taxes  noncurrent


214.0







2.6







216.6Other assets


55.8



4.2



27.3







87.3Goodwill, net


150.6



30.0



2.1







182.7Total assets

$
1,470.1


$
302.7


$
591.3


$
(1,243.7
)

$
1,120.4LIABILITIES AND STOCKHOLDERS DEFICIENCYShort-term borrowings

$



$
1.8


$
1.9


$



$
3.7Current portion of long-term debt


8.0















8.0Accounts payable


54.3



4.4



25.8







84.5Accrued expenses and other


140.1



9.0



67.1







216.2Intercompany payables


516.4



613.4



528.4



(1,658.2
)


Long-term debt


1,100.9















1,100.9Long-term debt  affiliates


107.0















107.0Other long-term liabilities


200.5



9.1



47.6







257.2Total liabilities


2,127.2



637.7



670.8



(1,658.2
)


1,777.5Stockholders deficiency


(657.1
)


(335.0
)


(79.5
)


414.5



(657.1
)Total liabilities and 
    stockholders deficiency

$
1,470.1


$
302.7


$
591.3


$
(1,243.7
)

$
1,120.4  F-62




---



##### Table of Contents



Consolidating
    Condensed Balance Sheets
 As of December 31, 2009
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCash and cash equivalents

$
27.4


$
0.4


$
26.7


$



$
54.5Trade receivables, less allowances for doubtful accounts


81.1



15.5



85.1







181.7Inventories


76.2



3.5



39.5







119.2Deferred income taxes  current










3.9







3.9Prepaid expenses and other


60.1



4.3



22.6







87.0Intercompany receivables


855.1



443.7



299.8



(1,598.6
)


Investment in subsidiaries


(248.1
)


(215.1
)






463.2



Property, plant and equipment, net


94.3



1.1



16.3







111.7Deferred income taxes  noncurrent










4.8







4.8Other assets


56.8



2.7



25.6







85.1Goodwill, net


150.6



30.0



2.0







182.6Total assets

$
1,153.5


$
286.1


$
526.3


$
(1,135.4
)

$
830.5LIABILITIES AND STOCKHOLDERS DEFICIENCYShort-term borrowings

$



$



$
0.3


$



$
0.3Current portion of long-term debt


13.6















13.6Accounts payable


55.8



5.0



21.6







82.4Accrued expenses and other


133.2



9.5



66.2







208.9Intercompany payables


495.1



604.6



498.9



(1,598.6
)


Long-term debt


1,127.8















1,127.8Long-term debt  affiliates


107.0















107.0Other long-term liabilities


214.8



15.7



53.8







284.3Total liabilities


2,147.3



634.8



640.8



(1,598.6
)


1,824.3Stockholders deficiency


(993.8
)


(348.7
)


(114.5
)


463.2



(993.8
)Total liabilities and
    stockholders deficiency

$
1,153.5


$
286.1


$
526.3


$
(1,135.4
)

$
830.5  F-63




---



##### Table of Contents



Consolidating
    Condensed Statement of Operations
 For the Year Ended December 31, 2010
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$
854.2


$
69.4


$
546.1


$
(148.3
)

$
1,321.4Cost of sales


367.8



32.0



203.8



(148.3
)


455.3Gross profit


486.4



37.4



342.3







866.1Selling, general and administrative expenses


399.6



32.5



227.2







659.3Restructuring costs and other, net


(0.2
)






(0.1
)






(0.3
)Operating income


87.0



4.9



115.2







207.1Other expenses (income):Intercompany interest, net


(0.1
)


(1.1
)


7.4







6.2Interest expense


89.9



0.3



0.3







90.5Interest income










(0.5
)






(0.5
)Amortization of debt issuance costs


4.5















4.5Loss on early extinguishment of debt, net


9.7















9.7Foreign currency (gains) losses, net


(4.6
)


(0.3
)


11.2







6.3Miscellaneous, net


(46.9
)


2.9



45.7







1.7Other expenses, net


52.5



1.8



64.1







118.4Income from continuing operations before income taxes


34.5



3.1



51.1







88.7(Benefit from) provision for income taxes


(255.8
)


4.1



16.4







(235.3
)Income (loss) from continuing operations


290.3



(1.0
)


34.7







324.0Income from discontinued operations, net of taxes


0.3















0.3Equity in income of subsidiaries


33.7



18.5







(52.2
)


Net income

$
324.3


$
17.5


$
34.7


$
(52.2
)

$
324.3  F-64




---



##### Table of Contents



Consolidating
    Condensed Statement of Operations
    For the Year Ended December 31, 2009
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$
852.6


$
71.0


$
500.9


$
(128.6
)

$
1,295.9Cost of sales


373.0



31.2



199.1



(128.6
)


474.7Gross profit


479.6



39.8



301.8







821.2Selling, general and administrative expenses


375.7



33.7



210.2







619.6Restructuring costs and other, net


16.7



1.2



3.4







21.3Operating income


87.2



4.9



88.2







180.3Other expenses (income):Intercompany interest, net


(2.0
)


(1.5
)


4.9







1.4Interest expense


91.2



0.1



0.3







91.6Interest income










(0.5
)






(0.5
)Amortization of debt issuance costs


5.5















5.5Loss on early extinguishment of debt, net


5.8















5.8Foreign currency (gains) losses, net


(0.8
)


0.4



9.3







8.9Miscellaneous, net


(36.6
)


(4.8
)


42.4







1.0Other expenses, net


63.1



(5.8
)


56.4







113.7Income from continuing operations before income taxes


24.1



10.7



31.8







66.6Provision for income taxes


(25.6
)


23.1



10.6







8.1Income (loss) from continuing operations


49.7



(12.4
)


21.2







58.5Income from discontinued operations, net of taxes


0.3















0.3Equity in earnings of subsidiaries


8.8



12.5







(21.3
)


Net income

$
58.8


$
0.1


$
21.2


$
(21.3
)

$
58.8  F-65




---



##### Table of Contents



Consolidating
    Condensed Statement of Operations
    For the Year Ended December 31, 2008
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$
898.9


$
81.6


$
510.0


$
(143.7
)

$
1,346.8Cost of sales


398.5



34.4



201.7



(143.7
)


490.9Gross profit


500.4



47.2



308.3







855.9Selling, general and administrative expenses


431.4



40.5



229.7







701.6Restructuring costs and other, net


(3.4
)






(5.0
)






(8.4
)Operating income


72.4



6.7



83.6







162.7Other expenses (income):Intercompany interest, net


(1.7
)


(1.6
)


3.3







Interest expense


119.1



0.1



0.5







119.7Interest income


(0.4
)






(0.3
)






(0.7
)Amortization of debt issuance costs


5.6















5.6Loss on early extinguishment of debt, net


0.7















0.7Foreign currency (gains) losses, net






(1.4
)


1.5







0.1Miscellaneous, net


(35.5
)


3.2



32.7







0.4Other expenses, net


87.8



0.3



37.7







125.8(Loss) income from continuing operations before income taxes


(15.4
)


6.4



45.9







36.9Provision for income taxes


(0.4
)


(1.2
)


17.5







15.9(Loss) income from continuing operations


(15.0
)


7.6



28.4







21.0Income from discontinued operations, net of taxes










44.8







44.8Equity in earnings of subsidiaries


80.8



58.1







(138.9
)


Net income

$
65.8


$
65.7


$
73.2


$
(138.9
)

$
65.8  F-66




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flow
    For the Year Ended December 31, 2010
  Products


Guarantor


Non-GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net cash provided by (used in) operating activities

$
70.8


$
(0.9
)

$
26.8


$



$
96.7CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(13.7
)


(0.1
)


(1.4
)






(15.2
)Proceeds from sales of certain assets










0.3







0.3Net cash used in investing activities


(13.7
)


(0.1
)


(1.1
)






(14.9
)CASH FLOWS FROM FINANCING ACTIVITIES:Net (decrease) increase in short-term borrowings and overdraft


(12.8
)


0.7



1.5







(10.6
)Repayments under the 2006 Term Loan Facility


(815.0
)














(815.0
)Borrowings under the 2010 Term Loan Facility


786.0















786.0Repayments of long-term debt


(6.0
)














(6.0
)Payment of financing costs


(17.0
)














(17.0
)Other


0.8







(0.5
)






0.3Net cash (used in) provided by financing activities


(64.0
)


0.7



1.0







(62.3
)Effect of exchange rate changes on cash and cash equivalents










2.7







2.7Net (decrease) increase in cash and cash equivalents


(6.9
)


(0.3
)


29.4







22.2Cash and cash equivalents at beginning of period


27.4



0.4



26.7







54.5Cash and cash equivalents at end of period

$
20.5


$
0.1


$
56.1


$



$
76.7  F-67




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flow
    For the Year Ended December 31, 2009
  Products


Guarantor


Non-GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net cash provided by (used in) operating activities

$
112.1


$
(1.5
)

$
(7.3
)

$



$
103.3CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(11.1
)


(0.2
)


(3.0
)






(14.3
)Proceeds from the sale of certain assets including a non-core
    trademark










2.5







2.5Net cash used in investing activities


(11.1
)


(0.2
)


(0.5
)






(11.8
)CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and overdraft


5.2



1.0



(0.2
)






6.0Repayments under the 2006 Term Loan Facility


(18.7
)














(18.7
)Proceeds from the issuance of long-term debt, net


326.4















326.4Repayment of long-term debt


(381.4
)






(0.3
)






(381.7
)Payment of financing costs


(23.4
)














(23.4
)Other


(0.6
)






(0.3
)






(0.9
)Net cash (used in) provided by financing activities


(92.5
)


1.0



(0.8
)






(92.3
)Net cash provided by discontinued operations


0.2















0.2Effect of exchange rate changes on cash and cash equivalents






0.1



2.2







2.3Net increase (decrease) in cash and cash equivalents


8.7



(0.6
)


(6.4
)






1.7Cash and cash equivalents at beginning of period


18.7



1.0



33.1







52.8Cash and cash equivalents at end of period

$
27.4


$
0.4


$
26.7


$



$
54.5  F-68




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flow
    For the Year Ended December 31, 2008
  Products


Guarantor


Non-GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net cash provided by (used in) operating activities

$
37.0


$
(3.7
)

$
(0.2
)

$



$
33.1CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(14.6
)


(0.7
)


(4.3
)






(19.6
)Proceeds from the sale of assets of discontinued operations


107.6















107.6Proceeds from the sale of certain assets including a non-core
    trademark


6.1







7.5







13.6Net cash provided by (used in) investing activities


99.1



(0.7
)


3.2







101.6CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and overdraft


3.6



0.5



(1.0
)






3.1Repayment under the 2006 Revolving Credit Facility, net


(43.5
)














(43.5
)Repayments under the 2006 Term Loan Facility


(6.3
)














(6.3
)Proceeds from the issuance of long-term debt 
    affiliates


170.0















170.0Repayment of long-term debt


(167.4
)






(0.2
)






(167.6
)Repayment of long-term debt  affiliates


(63.0
)














(63.0
)Payment of financing costs


(4.6
)














(4.6
)Other


(0.8
)






(0.3
)






(1.1
)Net cash (used in) provided by financing activities


(112.0
)


0.5



(1.5
)






(113.0
)Net cash (used in) provided by discontinued operations


(12.7
)






0.5







(12.2
)Effect of exchange rate changes on cash and cash equivalents






(0.1
)


(1.7
)






(1.8
)Net increase (decrease) in cash and cash equivalents


11.4



(4.0
)


0.3







7.7Cash and cash equivalents at beginning of period


7.3



5.0



32.8







45.1Cash and cash equivalents at end of period

$
18.7


$
1.0


$
33.1


$



$
52.8  F-69




---



##### Table of Contents



Schedule II  REVLON,
    INC. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2010, 2009 and 2008
    (dollars in millions)
  Balance at


Charged to





Balance atBeginning of


Cost and


Other


End ofYear


Expenses


Deductions


YearAllowance for Doubtful
    Accounts(a):2010

$
3.8


$
(0.6
)

$
(0.1
)

$
3.12009


3.3



0.9



(0.4
)


3.82008


3.5



0.4



(0.6
)


3.3Allowance for Volume and Early Payment
    Discounts(b):2010

$
14.4


$
60.9


$
(60.1
)

$
15.22009


13.5



56.2



(55.3
)


14.42008


15.2



56.0



(57.7
)


13.5Allowance for Sales
    Returns(c):2010

$
65.5


$
75.4


$
(81.0
)

$
59.92009


70.2



86.0



(90.7
)


65.52008


80.4



84.7



(94.9
)


70.2   (a)
    
    Doubtful accounts written off, less
    recoveries, reclassifications and foreign currency translation
    adjustments.(b)
    
    Discounts taken, reclassifications
    and foreign currency translation adjustments.(c)
    
    Sales returns as a reduction to
    sales and cost of sales, and an increase to accrued liabilities
    and inventories. F-70




---



##### Table of Contents



SIGNATURES    Revlon,
    Inc.
    (Registrant)
  By:  /s/ Alan T. Ennis

By:  /s/ Steven Berns

By:  /s/ Gina M. MastantuonoAlan T. Ennis
    President,
    Chief Executive Officer and
    Director

Steven BernsExecutive Vice PresidentandChief Financial Officer

Gina M. MastantuonoSenior Vice President,Corporate Controller andChief Accounting Officer        Signature

Title*(Ronald
    O. Perelman)

Chairman of the Board and Director*(Barry
    F. Schwartz)

Director*(David
    L. Kennedy)

Vice Chairman and Director*(Alan
    S. Bernikow)

Director*(Paul
    J. Bohan)

Director*(Meyer
    Feldberg)

Director*(Debra
    L. Lee)

Director*(Tamara
    Mellon)

Director*(Richard
    J. Santagati)

Director*(Kathi
    P. Seifert)

Director   *
    
    Robert K. Kretzman, by signing his name hereto, does hereby sign
    this report on behalf of the directors of the registrant above
    whose typed names asterisks appear, pursuant to powers of
    attorney duly executed by such directors and filed with the
    Securities and Exchange Commission.