##### 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, 2009ORo

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
    (Do not check if smaller reporting company)

Smaller reporting
    company o   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, 2010
    are incorporated by reference into Part III of this
    Form 10-K.




---



##### 





Revlon,
    Inc. and Subsidiaries
   Form 10-K
   For the
    Year Ended December 31, 2009
   Table of
    Contents
  PagePART IItem 1.


Business


2Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


25Item 4.


Submission of Matters to a Vote of Security
    Holders


25PART IIItem 5.


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


26Item 6.


Selected Financial Data


27Item 7.


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


29Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


53Item 8.


Financial Statements and Supplementary Data


55Item 9.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


55Item 9A.


Controls and Procedures


55Item 9B.


Other Information


56PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


61Item 11.


Executive Compensation


61Item 12.


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


61Item 13.


Certain Relationships and Related Transactions


61Item 14.


Principal Accountant Fees and Services


61PART IVItem 15.


Exhibits and Financial Statement Schedules


63Index 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-68SignaturesCertificationsExhibitsEX-10.7EX-10.13EX-10.23EX-21.1EX-23.1EX-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 allocation of our resources. 2




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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
    2006 Term Loan Facility:
  Extension of the maturity of the Senior Subordinated Term
    Loan
      
    to extend the maturity date on the Contributed Loan which
    remains owing from Products Corporation to Revlon, Inc. from
    August 2010 to October 8, 2013;
    to change the annual interest rate on the Contributed Loan from
    11% to 12.75%;
    to extend the maturity date on the $58.4 million principal
    amount of the Senior Subordinated Term Loan which remains owing
    from Products Corporation to MacAndrews & Forbes (the
    Non-Contributed Loan) from August 2010 to
    October 8, 2014; and
    to change the annual interest rate on the Non-Contributed Loan
    from 11% to 12%.  Refinancing of the
    91⁄2% Senior
    Notes 3 4 3 4
  3 4
 3




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##### Table of Contents



1 2 1 2 1 2
  1 2
    Possible refinancing of the 2006 Credit
    Agreements 8-K
  Products
    ANTI-PERSPIRANTS/COSMETICS

HAIR

BEAUTY TOOLS

FRAGRANCE

DEODORANTS

SKINCARERevlon

Revlon ColorSilk

Revlon

Charlie

Mitchum

GatineauAlmay





Jean Naté



Ultima II
   Cosmetics  Revlon: Revlon
  Revlon Revlon Age Defying Botafirm Revlon Age Defying Spa Revlon ColorStay SoftFlex Revlon ColorStay Revlon
    ColorStay Revlon ColorStay Revlon ColorStay Revlon Beyond Natural Revlon PhotoReady Revlon
    Age Defying Spa
  Revlon Revlon Revlon Super Lustrous
 4




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LiquiSilk Revlon
    ColorStay Soft & Smooth SoftFlex Revlon
    ColorStay Overtime Revlon ColorStay Overtime
    Sheer Revlon ColorStay Revlon Revlon ColorStay Ultimate ColorStay Revlon ColorBurst Elasticolor
  Revlon Fabulash Revlon Lash Fantasy Total Definition Revlon
    DoubleTwist two-in-one Revlon Luxurious Color Revlon Luxurious
    Color Revlon ColorStay 12-Hour Revlon Revlon
    Luxurious Color
  Revlon
  Hair  Revlon: Revlon ColorSilk
  Beauty Tools  Revlon: Revlon Revlon Revlon
  Cosmetics  Almay: Almay Almay
  Almay Smart Shade Almay Smart Shade Anti-Aging Almay
    TLC Truly Lasting Color
  Almay Intense i-Color Almay Intense
    i-Color Light Interplay Technology Almay
    Bright Eyes Almay One
    Coat
 5




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Almay Triple Effect Almay
  Anti-perspirants/deodorants: Mitchum
  Fragrances: Charlie Jean Naté
  Skincare: Revlon Almay Gatineau Ultima II
  Marketing
    point-of-sale point-of-purchase
  Revlon Almay Mitchum
  New
    Product Development and Research and Development
     6




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Manufacturing
    and Related Operations and Raw Materials
  and/or
    Distribution
    United States.
  point-of-sale
  International.
  Customers
   7




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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;
    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 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 Soft & Smooth Revlon ColorStay
 8




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Revlon Age Defying Revlon Beyond Natural Fabulash Revlon Almay Smart
    Shade Revlon ColorSilk Mitchum Revlon Pedi-Expert
    Government
    Regulation
  over-the-counter
  Industry
    Segments, Foreign and Domestic Operations
    Employees
    Available
    Information
  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   9




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##### Table of Contents



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 2006 Credit Agreements and the
    93/4% Senior
    Secured Notes.
    3 4 3 4 3 4
 10




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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.
  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.
 11




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3 4 3 4 and/or and/or and/or
  3 4
  1 2 3 4 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; 12




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




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3 4
  and/or and/or 3 4 and/or 3 4
  Limits on Products Corporations borrowing capacity
    under the 2006 Revolving Credit Facility may affect the
    Companys ability to finance its operations.
      and/or
     14




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and/or
  A substantial portion of Products Corporations
    indebtedness is subject to floating interest rates.
    2-year
    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.
 15




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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.
    
    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 reductions in retail display space or
    due to 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
 16




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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 2006 Credit Agreements, which
    could have a material adverse effect on the Companys
    business, financial condition and/or results of operations.
    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;
    delaying, reducing or revising the Companys 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
 17




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and/or and/or
    Economic conditions and the state of the financial markets
    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.
  and/or 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.
   18




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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
  Competition in the cosmetics and beauty care products
    business could materially adversely affect the Companys
    net sales and its share of the mass retail channel and could
    have an 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.  Revlon Almay
   19




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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
    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.
   20




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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
  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 2006 Credit Agreements and the
    93/4% Senior
    Secured Notes and could have other consequences.
  3 4
  3 4 3 4 3 4
  3 4 and/or and/or
 21




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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.
        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.
     22




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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 for of other companies in the Companys
    industry generally;
    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.
 23




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
    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.    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
    2006 Credit Agreements. 24




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Item 3.
    Legal
    Proceedings  and/or
         25




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   26




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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, 20091st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
7.23


$
5.95


$
6.27


$
19.75Low


2.30



2.48



4.34



4.65   Year Ended December 31, 20081st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterHigh

$
11.80


$
9.90


$
14.85


$
13.58Low


9.10



8.00



6.90



6.02    27




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Item 6.
    Selected
    Financial Data    Year Ended December 31,(in millions, except per share amounts)2009(a)


2008(b)


2007(c)


2006(d)


2005(e)Statement of Operations Data:Net sales

$
1,295.9


$
1,346.8


$
1,367.1


$
1,298.7


$
1,303.5Gross profit


821.2



855.9



861.4



771.0



810.5Selling, general and administrative expenses


629.1



709.3



735.7



795.6



746.3Restructuring costs and other, net


21.3



(8.4
)


7.3



27.4



1.5Operating income (loss)


170.8



155.0



118.4



(52.0
)


62.7Interest expense


93.0



119.7



135.6



147.7



129.5Amortization of debt issuance costs


5.8



5.6



3.3



7.5



6.9Loss on early extinguishment of debt, net


5.8



0.7



0.1



23.5



9.0(f
)Foreign currency losses (gains), net


8.9



0.1



(6.8
)


(1.5
)


0.5Income (loss) from continuing operations


48.5



13.1



(19.0
)


(252.1
)


(85.3
)Income from discontinued operations


0.3



44.8



2.9



0.8



1.6Net income (loss)


48.8



57.9



(16.1
)


(251.3
)


(83.7
)Basic income (loss) per common share:Continuing operations


0.94



0.26



(0.38
)


(6.04
)


(2.21
)Discontinued operations


0.01



0.87



0.06



0.02



0.04Net income (loss)

$
0.95


$
1.13


$
(0.32
)

$
(6.03
)

$
(2.17
)Diluted income (loss) per common share:Continuing operations


0.94



0.26



(0.38
)


(6.04
)


(2.21
)Discontinued operations


0.01



0.87



0.06



0.02



0.04Net income (loss)

$
0.94


$
1.13


$
(0.32
)

$
(6.03
)

$
(2.17
)Weighted average number of common shares outstanding (in
    millions)(g):Basic


51.6



51.2



50.4



41.7



38.6Diluted


51.7



51.3



50.4



41.7



38.6Year Ended December 31,(in millions)2009(a)


2008(b)


2007(c)


2006(d)


2005(e)Balance Sheet Data:Total current assets

$
403.6


$
428.5


$
476.0


$
488.0


$
592.0Total non-current assets


390.6



384.9



413.3



443.9



451.7Total assets

$
794.2


$
813.4


$
889.3


$
931.9


$
1,043.7Total current liabilities

$
309.3


$
323.4


$
348.7


$
377.2


$
470.5Redeemable preferred stock


48.0















Total other non-current liabilities


1,470.5



1,602.8



1,622.6



1,784.5



1,669.1Total liabilities

$
1,827.8


$
1,926.2


$
1,971.3


$
2,161.7


$
2,139.6Total indebtedness

$
1,248.1


$
1,329.6


$
1,440.6


$
1,506.9


$
1,418.4Total stockholders deficiency


(1,033.6
)


(1,112.8
)


(1,082.0
)


(1,229.8
)


(1,095.9
)  28




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##### Table of Contents



(a)
    
    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.(b)
    
    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 Bozzano Sale Transaction
    (as hereinafter defined) of $45.2 million.(c)
    
    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.(d)
    
    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.(e)
    
    Results for 2005 include expenses
    of approximately $44 million in incremental returns and
    allowances and approximately $7 million in accelerated
    amortization cost of certain permanent displays related to the
    launch of Vital Radianceand the re-stage of the Almaybrand.(f)
    
    The loss on early extinguishment of
    debt for 2005 includes: (i) a $5.0 million prepayment
    fee related to the prepayment in March 2005 of
    $100.0 million of indebtedness outstanding under the 2004
    term loan facility of the 2004 credit agreement with a portion
    of the proceeds from the issuance of Products Corporations
    91⁄2% Senior Notes
    (which notes were fully refinanced in November 2009); and
    (ii) the aggregate $1.5 million loss on the redemption
    of all of Products Corporations
    81⁄8% Senior Notes
    and 9% Senior Notes in April 2005, as well as the write-off
    of the portion of deferred financing costs related to such
    prepaid amount.(g)
    
    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




    $80.2 million of lower SG&A;
    $26.7 million of lower interest expense; and
    a $7.8 million decrease in the provision for income taxes;    
    $34.7 million of lower gross profit due to
    $50.9 million of lower consolidated net sales, offset by a
    $16.2 million improvement in cost of sales;
    $29.7 million of higher restructuring costs and other, net;
    $8.8 million of higher foreign currency losses; and
    $5.1 million of higher aggregate losses on early
    extinguishment of debt.  Overview
    of AC Nielsen-measured U.S. Mass Retail Dollar
    Share
  Revlon Almay Revlon ColorSilk Mitchum Revlon
  Share % based on Dollar VolumePoint2009


2008


ChangeRevlonColor Cosmetics


12.7
%


12.7
%


0.0Almay


5.4



5.9



(0.5
)Revlon ColorSilkHair Color


9.7



8.3



1.4MitchumAnti-perspirants/Deodorants


4.6



5.0



(0.4
)RevlonBeauty Tools


21.0



18.8



2.2   door-to-door,
  Overview
    of Financing Activities
  3 4
  3 4 1 2
 31




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##### Table of Contents



1 2
    
    to extend the maturity date on the Contributed Loan which
    remains owing from Products Corporation to Revlon, Inc. from
    August 2010 to October 8, 2013;
    to change the annual interest rate on the Contributed Loan from
    11% to 12.75%;
    to extend the maturity date on the $58.4 million
    Non-Contributed Loan, which remains owing from Products
    Corporation to MacAndrews & Forbes, from August 2010
    to October 8, 2014; and
    to change the annual interest rate on the Non-Contributed Loan
    from 11% to 12%.    Results
    of Operations
  Year
    ended December 31, 2009 compared with the year ended
    December 31, 2008
    Net
    sales:
  Revlon Almay Revlon ColorSilk
  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


266.7



265.0



1.7



0.6



5.6



2.1Europe


172.4



200.8



(28.4
)


(14.1
)


(11.5
)


(5.7
)Latin America


108.9



98.4



10.5



10.7



15.7



16.0Total International

$
548.0


$
564.2


$
(16.2
)


(2.9
)%

$
9.8



1.7
%Total Company

$
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
 32




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##### Table of Contents



International
  Revlon ColorSilk Mitchum Revlon Almay
  Revlon Revlon
  Revlon Almay Revlon Revlon
  Revlon
    ColorSilk
  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 33




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##### Table of Contents



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.  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); 34




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##### Table of Contents




    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       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
 35




---



##### Table of Contents



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     Year
    ended December 31, 2008 compared with the year ended
    December 31, 2007
    Net
    sales:
  Revlon Revlon Almay Almay Almay
  Year Ended December 31,


Change


XFX
    Change(a)2008


2007


$


%


$


%United States

$
782.6


$
804.2


$
(21.6
)


(2.7
)%

$
(21.6
)


(2.7
)%Asia Pacific


265.0



255.6



9.4



3.7



17.2



6.7Europe


200.8



211.1



(10.3
)


(4.9
)


(9.9
)


(4.7
)Latin America


98.4



96.2



2.2



2.3



2.3



2.4Total International

$
564.2


$
562.9


$
1.3



0.2
%

$
9.6



1.7
%Total Company

$
1,346.8


$
1,367.1


$
(20.3
)


(1.5
)%

$
(12.0
)


(0.9
)%    (a)
    
    XFX excludes the impact of foreign
    currency fluctuations.  United
    States
  Revlon
 36




---



##### Table of Contents



Almay Revlon ColorSilk Revlon Revlon Colorist Revlon Flair Mitchum Smart Solid
  International
  Revlon Almay Revlon Mitchum
  Revlon
  Revlon Almay
    Gross
    profit:
  Year Ended December 31,2008


2007


ChangeGross profit

$
855.9


$
861.4


$
(5.5
)Percentage of net sales


63.5
%


63.0
%


0.5
%     
    favorable changes in sales mix, which increased gross profit as
    a percentage of net sales by 0.4 percentage points; and
    favorable manufacturing efficiencies, which increased gross
    profit as a percentage of net sales by 0.3 percentage
    points. 37




---



##### Table of Contents



SG&A expenses:
  Year Ended December 31,2008


2007


ChangeSG&A expenses

$
709.3


$
735.7


$
26.4     
    $39.1 million of lower advertising costs in the 2008 period
    since the 2007 period included advertising costs associated with
    the launches of Revlon Coloristhair color, Revlon
    Flairfragrance and Mitchum Smart Solidanti-perspirant deodorant, partially offset by
    $11.5 million of higher advertising costs in 2008 in
    support of Revlonand Almaycolor
    cosmetics; and
    $9.5 million of lower permanent display amortization
    expenses;    
    a $4.4 million benefit in 2007 related to the reversal of a
    deferred rental liability upon exiting a portion of the
    Companys New York City headquarters leased space in 2007.  Restructuring
    costs and other, net:
  Year Ended December 31,2008

2007

ChangeRestructuring costs and other, net

$
(8.4
)

$
7.3


$
15.7        38




---



##### Table of Contents



Interest
    Expense:
  Year Ended December 31,2008


2007


ChangeInterest expense

$
119.7


$
135.6


$
15.9     Foreign
    currency losses (gains):
  Year Ended December 31,2008


2007


ChangeForeign currency losses (gains)

$
0.1


$
(6.8
)

$
(6.9
)     Provision
    for income taxes:
  Year Ended December 31,2008


2007


ChangeProvision for income taxes

$
16.1


$
7.5


$
(8.6
)     Financial
    Condition, Liquidity and Capital Resources
    Cash
    Flows
    Year Ended December 31,2009


2008


2007Net cash provided by operating activities

$
109.5


$
33.1


$
0.3Net cash (used in) provided by investing activities


(12.7
)


100.5



(17.4
)Net cash (used in) provided by financing activities


(97.6
)


(111.9
)


29.1    39




---



##### Table of Contents




    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;    
    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
  5 8
 40




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##### Table of Contents



2006
    Credit Agreements
  5-year,
        (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.         41




---



##### Table of Contents



(i)
    the net proceeds in excess of $10.0 million for each
    twelve-month period ending on July 9 received during such period
    from sales of the capital stock of Products Corporation and its
    subsidiaries and intellectual property and certain other
    intangible property (the Term Loan First Lien
    Collateral) by Products Corporation or any of its
    subsidiary guarantors (subject to carryover of unused annual
    basket amounts up to a maximum of $25.0 million and subject
    to certain specified dispositions up to an additional
    $25.0 million in the aggregate); and(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt.      (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 under
    the Stock Plan (as hereinafter defined)
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan; and  (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; 42




---



##### Table of Contents



(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 other than upon terms no less favorable to Products
    Corporation or its subsidiaries than it would obtain in an
    arms length transaction.  1 2 3 4
        (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 2006 Credit Facility
    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 $5.0 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
    $5.0 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 2006 Term Loan Facility, a cross default
    under the 2006 Revolving Credit Facility, and in the case of the
    2006 Revolving Credit Facility, a cross default under the 2006
    Term Loan Facility;(vi)
    the failure by Products Corporation, certain of Products
    Corporations subsidiaries or Revlon, Inc. to pay certain
    material judgments; 43




---



##### 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
    662/3%
    of such continuing directors) shall cease to be a majority of
    the directors;(viii)
    the failure by Revlon, Inc. to contribute to Products
    Corporation all of the net proceeds it receives from any sale of
    its equity securities or Products Corporations capital
    stock, subject to certain limited exceptions;(ix)
    the conduct by Revlon, Inc. of any meaningful business
    activities other than those that are customary for a publicly
    traded holding company which is not itself an operating company,
    including the ownership of meaningful assets (other than
    Products Corporations capital stock) or the incurrence of
    debt, in each case subject to limited exceptions; and(x)
    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.    2009
    Refinancing of the
    91/2% Senior
    Notes
  3 4 3 4 3 4 3 4 3 4 3 4 3 4 1 2
  1 2 1 2 3 4
 44




---



##### 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
  2009
    Extension of the maturity of the Senior Subordinated Term
    Loan
  one-for-one
   45




---



##### Table of Contents



Interest
    Rate Swap Transactions
  floating-to-fixed floating-to-fixed floating-to-fixed 2-year
 46




---



##### Table of Contents



Impact
    of Foreign Currency Translation 
    Venezuela
  Highly-Inflationary Economy
  Currency Devaluation
  
    the Companys consolidated financial results in 2010 are
    expected to be adversely impacted as a result of the currency
    devaluation. Revlon Venezuela accounted for approximately 4% and
    7% of the Companys 2009 consolidated net sales and
    operating income, respectively; and
    a foreign currency loss in the first quarter of 2010 of
    approximately $3 million related to the required
    re-measurement of Revlon Venezuelas balance sheet during
    the first quarter of 2010 to reflect the impact of the currency
    devaluation. As Venezuela has been designated as a highly
    inflationary economy effective January 1, 2010, this
    foreign currency loss will be reflected in earnings.    Sources
    and Uses
  3 4
  Form 10-K
 47




---



##### Table of Contents



and/or and/or
      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; 48




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##### Table of Contents




    reducing or delaying capital spending;
    delaying, reducing or revising the Companys 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
     49




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##### 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

$
1,145.0


$
13.6


$
801.4


$



$
330.0Long-term Debt 
    affiliates(a)


58.4











58.4



Redeemable Preferred
    Stock(b)


48.6











48.6



Interest on Long-term
    Debt(c)


263.9



67.1



100.3



64.3



32.2Interest on Long-term Debt 
    affiliates(d)


35.0



7.0



14.0



14.0



Preferred Stock
    Dividends(e)


24.8



6.2



12.4



6.2



Capital Lease Obligations


2.9



1.2



1.6



0.1



Operating Leases


70.0



15.8



27.0



18.8



8.4Purchase
    Obligations(f)


57.5



57.2



0.3







Other Long-term
    Obligations(g)


25.8



18.1



7.7







Total Contractual Cash Obligations

$
1,731.9


$
186.2


$
964.7


$
210.4


$
370.6    (a)
    
    Amount refers to the aggregate
    principal amount outstanding under the Non-Contributed Loan,
    after giving effect to the consumation 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 2006 Term Loan Facility through the
    respective maturity dates based upon assumptions regarding the
    amount of debt outstanding under the 2006 Credit Facilities and
    assumed interest rates. In addition, this amount reflects the
    impact of the Interest Rate Swap, covering $150.0 million
    notional amount under the 2006 Term Loan Facility through April
    2010, which resulted in an effective weighted average interest
    rate of 4.7% on the 2006 Term Loan Facility as of
    December 31, 2009. (See Financial Condition,
    Liquidity and Capital Resources  Interest Rate Swap
    Transactions).(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 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
   50




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##### Table of Contents



Discussion
    of Critical Accounting Policies
    Sales
    Returns:
      Trade
    Support Costs:
    Inventories:
  first-in,
  Pension
    Benefits:
   51




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##### Table of Contents



Effect of

Effect of25 basis points increase

25 basis points decreaseProjected



Projectedpension



pensionNet periodic

benefit

Net periodic

benefitbenefit costs

obligation

benefit costs

obligationDiscount rate

$
(0.4
)

$
(16.8
)

$
1.7


$
16.0Expected long-term rate of return


(0.3
)






1.5



    52




---



##### Table of Contents



Goodwill:
    Income
    Taxes:
        Recent
    Accounting Pronouncements
    Inflation
   53




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Sensitivity
  floating-to-fixed floating-to-fixed floating-to-fixed
    Exchange
    Rate Sensitivity
   54




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##### Table of Contents



Expected
    maturity date for the year ended December 31,
    (dollars in millions, except for rate information)
  Fair ValueDecember 31,Debt

2010


2011


2012


2013


2014


Thereafter


Total


2009Short-term variable rate
    (various currencies)

$
0.3






















$
0.3


$
0.3Average interest
    rate(a)


7.3
%Long-term fixed rate 
    third party ($US)













$
48.6
(b)





$
330.0



378.6



386.7Average interest
    rate(a)














12.75
%






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

















$
58.4
(c)






58.4



56.0Average interest
    rate(a)


















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

$
13.6






$
801.4















815.0



798.7Average interest
    rate(a)(d)


4.3
%






5.6
%Total debt

$
13.9


$



$
801.4


$
48.6


$
58.4


$
330.0


$
1,252.3


$
1,241.7   (a)
    
    Weighted average variable rates are
    based upon implied forward rates from the U.S. Dollar LIBOR
    yield curves at December 31, 2009.(b)
    
    Represents the $48.6 million
    to be paid by Revlon, Inc. at maturity for the Preferred Stock
    issued in the 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). 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 lawfully available funds to
    effect such payments.(c)
    
    Represents the aggregate principal
    amount outstanding of Non-Contributed Loan as of
    December 31, 2009 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)
    
    Based upon the implied forward rate
    from the U.S. Dollar LIBOR yield curve at December 31,
    2009, this reflects the impact of the 2008 Interest Rate Swap,
    covering $150.0 million notional amount under the 2006 Term
    Loan Facility, which resulted in an effective weighted average
    interest rate of 5.6% on the 2006 Term Loan Facility at
    December 31, 2009.  Average


OriginalContractual


US Dollar


Contract Value


Fair ValueRate


Notional


December 31,


December 31,Forward Contracts

$/FC


Amount


2009


2009Sell Canadian Dollars/Buy USD


0.9149


$
16.9


$
16.3


$
(0.6
)Sell Australian Dollars/Buy USD


0.8337



10.0



9.4



(0.6
)Sell British Pounds/Buy USD


1.5949



7.4



7.3



(0.1
)Sell South African Rand/Buy USD


0.1249



4.8



4.5



(0.3
)Buy Australian Dollars/Sell New Zealand Dollars


1.2359



3.2



3.2



Sell Euros/Buy USD


1.3852



0.4



0.4



Sell New Zealand Dollars/Buy USD


0.6703



0.3



0.3



Sell USD/Buy South African Rand


0.1334



8.0



8.1



0.1Sell USD/Buy Japanese Yen


0.0110



3.3



3.2



(0.1
)Total forward contracts





$
54.3


$
52.7


$
(1.6
)   55




---



##### Table of Contents



Expected Maturity date for the year ended
    December 31,

Fair ValueInterest Rate Swap
    Transactions(a)

2010

Total

December 31, 2009Notional Amount

$150.0

$150.0

$(1.8)Average Pay Rate

2.66%(b)Average Receive Rate

3-month USD
    LIBOR (b)   (a)
    
    In September 2009, one of the
    Companys two
    floating-to-fixed
    Interest Rate Swaps, with a notional amount of
    $150.0 million, expired. Therefore, as of December 31,
    2009, the Company only had the 2008 Interest Rate Swap with a
    notional amount of $150.0 million related to indebtedness
    under Products Corporations 2006 Term Loan Facility, which
    2008 Interest Rate Swap expires in April 2010. The 2008 Interest
    Rate Swap is designated as a cash flow hedge of the variable
    interest rate payments under Products Corporations 2006
    Term Loan Facility. (See Financial Condition, Liquidity
    and Capital Resources  Interest Rate Swap
    Transactions).(b)
    
    Under the terms of the 2008
    Interest Rate Swap, Products Corporation is required to pay to
    the counterparty a quarterly fixed interest rate of 2.66% on the
    $150.0 million notional amount (which, based upon the 4.0%
    applicable margin, effectively fixed the interest rate on such
    notional amounts at 6.66% for the
    2-year term
    of the swap), which commenced in July 2008, while receiving a
    variable interest rate payment from the counterparty equal to
    the three-month U.S. dollar LIBOR, which was approximately 0.28%
    on the latest receipt date, or October 16, 2009.  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 56




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##### 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.    Control-Integrated
    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; 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, promotions and marketing 57




---



##### Table of Contents



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 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, including, without limitation, our expectation of
    annualized savings of approximately $30 million in 2010 and
    thereafter (inclusive of the approximately $15 million in
    2009) from the May 2009 Program;(vi)
    the Companys expectation that operating revenues, cash on
    hand and funds available for borrowing under Products
    Corporations 2006 Revolving Credit Facility and other
    permitted lines of credit will be sufficient to enable the
    Company to cover its operating expenses for 2010, 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 2006 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
    2010, purchases of permanent wall displays and capital
    expenditures; 58




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##### Table of Contents



(ix)
    matters concerning the Companys market-risk sensitive
    instruments, including the Interest Rate Swap, which is intended
    to reduce the effects of floating interest rates and the
    Companys exposure to interest rate volatility by hedging
    against fluctuations in variable interest rate payments on the
    applicable notional amount of Products Corporations
    long-term debt under its 2006 Term Loan Facility, 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 Contributed Loan, in each case subject to
    Revlon, Inc. having sufficient surplus or net profits in
    accordance with Delaware law; and(xiii)
    the Companys expectations as to the future impact of the
    devaluation of Venezuelan Bolivars and Venezuela being
    considered a highly inflationary economy in January 2010,
    including, without limitation, that its consolidated financial
    results in 2010 are expected to be negatively impacted as a
    result of the currency devaluation and will have a foreign
    currency loss in the first quarter of 2010 of approximately
    $3 million related to the required re-measurement of Revlon
    Venezuelas balance sheet during the first quarter of 2010
    to reflect the impact of the currency devaluation, which will be
    reflected in earnings.    Form 10-Q Form 8-K, http://www.sec.gov, Form 10-K, Form 10-K.
 59




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##### 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, 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 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, 60




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##### Table of Contents



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 2006 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
    2006 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,
    including less than anticipated benefits or other unanticipated
    effects of the 2008 Interest Rate Swap
    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; and/or(xiii)
    unexpected consequences related to the future impact of the
    devaluation of Venezuelan Bolivars and Venezuela being
    considered a highly inflationary economy in January 2010, such
    as greater than expected reduction of the Companys
    financial results
    and/or
    greater than expected foreign currency losses and ongoing
    charges related to the translation of the Companys
    Venezuelan subsidiarys financial statements at the new
    official exchange rate.   61




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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   62




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##### 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.
 63




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##### 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
    December 10, 2007 (incorporated by reference to
    Exhibit 3.1 of Revlon, Inc.s Current Report on
    Form 8-K
    filed with the SEC on December 10, 2007).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

Credit Agreement, dated as of July 9, 2004, among Products
    Corporation and certain local borrowing subsidiaries, as
    borrowers, the lenders and issuing lenders party thereto,
    Citicorp USA, Inc., as term loan administrative agent, Citicorp
    USA, Inc. as multi-currency administrative agent, Citicorp USA,
    Inc., as collateral agent, UBS Securities LLC, as syndication
    agent, and Citigroup Global Markets Inc., as sole lead arranger
    and sole bookrunner (the 2006 Revolving Credit
    Agreement) (incorporated by reference to Exhibit 4.34
    to Products Corporations Current Report on
    Form 8-K
    filed with the SEC on July 13, 2004).4
.2

First Amendment, dated as of February 15, 2006, to the 2006
    Revolving Credit Agreement (incorporated by reference to
    Exhibit 10.2 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on February 17, 2006).4
.3

Second Amendment, dated as of July 28, 2006, to the 2006
    Revolving Credit Agreement (incorporated by reference to
    Exhibit 4.1 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on July 28, 2006).4
.4

Third Amendment, dated as of September 29, 2006, to the
    2006 Revolving Credit Agreement, (incorporated by reference to
    Exhibit 4.1 of Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on September 29, 2006).4
.5

Fourth Amendment, dated as of December 20, 2006, to the
    2006 Revolving Credit Agreement, (incorporated by reference to
    Exhibit 4.2 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on December 21, 2006 (the Products
    Corporation December 21, 2006
    Form 8-K)).4
.6

Fifth Amendment, dated as of November 6, 2009, to the 2006
    Revolving Credit Agreement (incorporated by reference to
    Exhibit 4.2 to Products Corporations Current Report
    on
    Form 8-K
    filed with the SEC on November 6, 2009 (the Products
    Corporation November 6, 2009
    Form 8-K). 64




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##### Table of Contents



4
.7

Guaranty, dated as of July 9, 2004, by and among Revlon,
    Inc., Products Corporation and certain domestic subsidiaries of
    Products Corporation, in favor of Citicorp USA, Inc., as
    administrative agent and collateral agent (incorporated by
    reference to Exhibit 4.7 to the Products Corporation Annual
    Report on
    Form 10-K
    for the fiscal year ending December 31, 2009 filed with the
    SEC on February 25, 2010 (the Products Corporation
    2009
    Form 10-K).4
.8

Schedule of Borrowers, Denomination Currencies; Currency
    Sublimits; Maximum Sublimits; and Local Fronting Lenders under
    the 2006 Revolving Credit Agreement (incorporated by reference
    to Exhibit 4.8 to the Products Corporation 2009
    Form 10-K).4
.9

Form of Revolving Credit Note under the 2006 Revolving Credit
    Agreement (incorporated by reference to Exhibit 4.9 to the
    Products Corporation 2009
    Form 10-K).4
.10

Deed of Trust, Assignment of Rents and Leases Security Agreement
    and Fixture Filing made by Products Corporation to First
    American Title Insurance Company, as the trustee for the
    use and benefit of Citicorp USA, Inc. as collateral agent for
    the Secured Parties, dated as of December 20, 2006 (Oxford,
    North Carolina) (incorporated by reference to Exhibit 4.10
    to the Products Corporation 2009
    Form 10-K).4
.11

Second Amended and Restated Pledge and Security Agreement, dated
    as of November 23, 2009 among Revlon, Inc., Products
    Corporation and certain domestic subsidiaries of Products
    Corporation, in favor of Citicorp USA, Inc., as collateral agent
    for the secured parties (incorporated by reference to
    Exhibit 4.11 to the Products Corporation 2009
    Form 10-K).4
.12

Second Amended and Restated Copyright Security Agreement, dated
    as of November 23, 2009, among Products Corporation and
    Citicorp USA, Inc., as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.12 to the Products
    Corporation 2009
    Form 10-K).4
.13

Second Amended and Restated Copyright Security Agreement, dated
    as of November 23, 2009, among Almay Inc. and Citicorp USA,
    Inc., as collateral agent for the secured parties (incorporated
    by reference to Exhibit 4.13 to the Products Corporation
    2009
    Form 10-K).4
.14

Second Amended and Restated Patent Security Agreement, dated as
    of November 23, 2009, among Products Corporation and
    Citicorp USA, Inc., as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.14 to the Products
    Corporation 2009
    Form 10-K).4
.15

Second Amended and Restated Trademark Security Agreement, dated
    as of November 23, 2009, among Products Corporation and
    Citicorp USA, Inc., as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.15 to the Products
    Corporation 2009
    Form 10-K).4
.16

Second Amended and Restated Trademark Security Agreement, dated
    as of November 23, 2009, among Charles Revson Inc. and
    Citicorp USA, Inc., as collateral agent for the secured parties
    (incorporated by reference to Exhibit 4.16 to the Products
    Corporation 2009
    Form 10-K).4
.17

Second Amended and Restated Intercreditor and Collateral Agency
    Agreement, dated as of November 23, 2009, among Citicorp
    USA, Inc., as administrative agent for the multi-currency
    lenders and issuing lenders, Citicorp USA, Inc., as
    administrative agent for the term loan lenders, Citicorp USA,
    Inc., as collateral agent for the secured parties, U.S. Bank
    National Association as trustee for certain noteholders, Revlon,
    Inc., Products Corporation and certain domestic subsidiaries of
    Products Corporation (incorporated by reference to
    Exhibit 4.17 to the Products Corporation 2009
    Form 10-K).4
.18

Term Loan Agreement, dated as of December 20, 2006, among
    Products Corporation, as borrower, the lenders party thereto,
    Citicorp USA, Inc., as administrative agent and collateral
    agent, JPMorgan Chase Bank, N.A., as syndication agent, and
    Citigroup Global Capital Markets Inc., as sole lead arranger and
    sole bookrunner (the 2006 Term Loan Agreement)
    (incorporated by reference to Exhibit 4.1 to the Products
    Corporation December 21, 2006
    Form 8-K). 65




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4
.19

Amendment No. 1, dated as of November 6, 2009, to the
    2006 Term Loan Credit Agreement (incorporated by reference to
    Exhibit 4.1 to the Products Corporation November 6,
    2009
    Form 8-K).4
.20

Form of Term Loan Note under the 2006 Term Loan Agreement
    (incorporated by reference to Exhibit 4.20 to the Products
    Corporation 2009
    Form 10-K).4
.21

Term Loan Guaranty, dated as of December 20, 2006, by
    Revlon, Inc., Products Corporation and certain domestic
    subsidiaries of Products Corporation, in favor of Citicorp USA,
    Inc., as administrative agent and collateral agent (incorporated
    by reference as Exhibit 4.21 to the Products Corporation
    2009
    Form 10-K).4
.22

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 the Products Corporation 2009
    Form 10-K).4
.23

Deed of Trust, Assignment of Rents and Leases Security Agreement
    and Fixture Filing dated as of November 23, 2009, made by
    Products Corporation to First American Title Insurance
    Company, as trustee for the benefit of Citicorp USA, Inc., as
    collateral agent for the Noteholder Secured Parties (Oxford,
    North Carolina) (incorporated by reference to Exhibit 4.23
    to the Products Corporation 2009
    Form 10-K).4
.24

Registration Rights Agreement, dated as of November 23,
    2009, by and among Products Corporation, Revlon, Inc., certain
    domestic subsidiaries of Products Corporation and Citigroup
    Global Markets Inc., Banc of America Securities LLC, Credit
    Suisse Securities (USA) LLC and J.P. Morgan Securities Inc.
    as representatives of the several initial purchasers
    (incorporated by reference to Exhibit 4.24 to the Products
    Corporation 2009
    Form 10-K).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
    May 1, 2009, between Products Corporation and David L.
    Kennedy (incorporated by reference to Exhibit 10.1 to
    Revlon, Inc.s Quarterly Report on
    Form 10-Q
    for the second quarter ended June 30, 2009 filed with the
    SEC on July 30, 2009 (the Revlon, Inc. 2009 Second
    Quarter
    Form 10-Q)).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
    July 29, 2009, between Products Corporation and Robert K.
    Kretzman (incorporated by reference to Exhibit 10.3 to the
    Revlon, Inc. 2009 Second Quarter
    Form 10-Q).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. 2009 Second Quarter
    Form 10-Q).*10
.7

Amended and Restated Employment Agreement, dated as of
    May 1, 2009, between Products Corporation and Chris Elshaw. 66




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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 Bonus Plan (incorporated by reference to
    Exhibit 10.15 to Products Corporations Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed with the SEC on
    August 9, 2005).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, 2009.10
.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).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). 67




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##### Table of Contents



10
.22

Amended and Restated Amendment No. 2 to the Senior
    Subordinated Term Loan Agreement, dated as of September 23,
    2009, by and between Revlon Consumer 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.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.  *31.1

Certification of Alan T. Ennis, Chief Executive Officer, dated
    February 25, 2010, pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Exchange Act.*31.2

Certification of Steven Berns, Chief Financial Officer, dated
    February 25, 2010, 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 25, 2010, 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 25, 2010, 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.    68




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REVLON,
    INC. AND SUBSIDIARIESINDEX 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, 2009 and 2008


F-4Consolidated Statements of Operations for each of
    the years in the three-year period ended December 31,
    2009


F-5Consolidated Statements of Stockholders
    Deficiency and Comprehensive Income (Loss) for each of the years
    in the three-year period ended December 31, 2009


F-6Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended December 31,
    2009


F-8Notes to Consolidated Financial Statements


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


F-68  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 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
54.5


$
52.8Trade receivables, less allowance for doubtful accounts of $3.8
    and $3.3
    as of December 31, 2009 and 2008, respectively


181.7



169.9Inventories


119.2



154.2Prepaid expenses and other


48.2



51.6Total current assets


403.6



428.5Property, plant and equipment, net


111.7



112.8Other assets


96.3



89.5Goodwill, net


182.6



182.6Total assets

$
794.2


$
813.4LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Short-term borrowings

$
0.3


$
0.5Current portion of long-term debt


13.6



18.9Accounts payable


82.4



78.1Accrued expenses and other


213.0



225.9Total current liabilities


309.3



323.4Long-term debt


1,127.8



1,203.2Long-term debt  affiliates


58.4



107.0Redeemable preferred stock


48.0



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


216.3



223.7Other long-term liabilities


68.0



68.9Stockholders 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, 2009
    and 2008, respectively






Class A Common Stock, par value $0.01 per share;
    900,000,000 shares authorized; 50,021,063 and
    50,150,355 shares issued as of December 31, 2009 and
    2008, respectively


0.5



0.5Additional paid-in capital


1,007.2



1,000.9Treasury stock, at cost; 385,677 and 256,453 shares of
    Class A Common Stock as of December 31, 2009 and 2008,
    respectively


(4.7
)


(3.6
)Accumulated deficit


(1,878.7
)


(1,927.5
)Accumulated other comprehensive loss


(157.9
)


(183.1
)Total stockholders deficiency


(1,033.6
)


(1,112.8
)Total liabilities and stockholders deficiency

$
794.2


$
813.4    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 31,2009


2008


2007Net sales

$
1,295.9


$
1,346.8


$
1,367.1Cost of sales


474.7



490.9



505.7Gross profit


821.2



855.9



861.4Selling, general and administrative expenses


629.1



709.3



735.7Restructuring costs and other, net


21.3



(8.4
)


7.3Operating income


170.8



155.0



118.4Other expenses (income):Interest expense


93.0



119.7



135.6Interest income


(0.5
)


(0.7
)


(1.9
)Amortization of debt issuance costs


5.8



5.6



3.3Loss on early extinguishment of debt, net


5.8



0.7



0.1Foreign currency losses (gains), net


8.9



0.1



(6.8
)Miscellaneous, net


1.0



0.4



(0.4
)Other expenses, net


114.0



125.8



129.9Income (loss) from continuing operations before income taxes


56.8



29.2



(11.5
)Provision for income taxes


8.3



16.1



7.5Income (loss) from continuing operations, net of taxes


48.5



13.1



(19.0
)Income (loss) from discontinued operations, net of taxes


0.3



(0.4
)


2.9Gain on disposal of discontinued operations






45.2



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


0.3



44.8



2.9Net income (loss)

$
48.8


$
57.9


$
(16.1
)Basic income (loss) per common share:Continuing operations


0.94



0.26



(0.38
)Discontinued operations


0.01



0.87



0.06Net income (loss)

$
0.95


$
1.13


$
(0.32
)Diluted income (loss) per common share:Continuing operations


0.94



0.26



(0.38
)Discontinued operations


0.01



0.87



0.06Net income (loss)

$
0.94


$
1.13


$
(0.32
)Weighted average number of common shares outstanding:Basic


51,552,213



51,248,710



50,437,264Diluted


51,725,485



51,311,010



50,437,264    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, 2007

$
0.4


$
888.6


$
(1.4
)

$
(1,969.3
)

$
(113.9
)

$
(1,195.6
)Net proceeds from $100 Million Rights Offering


0.1



98.8















98.9Treasury stock acquired, at
    cost(a)










(1.1
)










(1.1
)Stock option compensation






1.5















1.5Amortization of deferred compensation for restricted stock






5.2















5.2Comprehensive (loss) income:Net loss














(16.1
)






(16.1
)Revaluation of financial derivative
    instruments(b)


















(1.7
)


(1.7
)Currency translation adjustment


















(2.0
)


(2.0
)Amortization of pension related
    costs(c)


















2.6



2.6Pension re-measurement


















26.3



26.3Total comprehensive income






















9.1Balance, December 31, 2007


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 option compensation






0.3















0.3Amortization of deferred compensation for restricted stock






6.5















6.5Comprehensive (loss) income:Net loss














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 option compensation






0.2















0.2Amortization of deferred compensation for restricted stock






5.4















5.4Discount 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(e)


















(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
)   (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 129,224; 125,874; and
    87,613 shares of Revlon, Inc. Class A Common Stock
    during 2009, 2008 and 2007, 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 14, Stockholders
    Equity  Treasury Stock. F-6




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##### Table of Contents



(b)
    
    See Note 11, Financial
    Instruments, Note 16, 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.(c)
    
    See Note 13, Savings
    Plan, Pension and Post-retirement Benefits, and
    Note 16, Accumulated Other Comprehensive Loss,
    for details on the change in Accumulated Other Comprehensive
    Income (Loss) as a result of the amortization of unrecognized
    prior service costs and actuarial losses (gains) arising during
    2009, 2008 and 2007 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 13, Savings
    Plan, Pension and Post-retirement Benefits, and
    Note 16, 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),
    which reduced its pension liability and was recorded as an
    offset against the net actuarial losses previously reported
    within Accumulated Other Comprehensive Loss.   F-7




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##### Table of Contents



REVLON,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
    FLOWS
    (dollars in millions)
  December 31,2009


2008


2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
48.8


$
57.9


$
(16.1
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:(Income) loss from discontinued operations, net of taxes


(0.3
)


0.4



(2.9
)Depreciation and amortization


60.1



86.3



96.3Amortization of debt discount


0.7



0.7



0.6Stock compensation amortization


5.6



6.8



6.7Loss on early extinguishment of debt, net


5.8



0.7



0.1Amortization of debt issuance costs


5.8



5.6



3.3Gain on disposal of discontinued operations






(45.2
)


Gain on sale of certain assets


(1.7
)


(12.7
)


(0.6
)Pension and other post-retirement expense


27.5



7.5



9.2Change in assets and liabilities:(Increase) decrease in trade receivables


(4.0
)


13.0



9.3Decrease in inventories


41.5



1.8



21.0Decrease (increase) in prepaid expenses and other current assets


5.5



(5.9
)


7.1Decrease in accounts payable


(5.9
)


(10.4
)


(5.6
)Decrease in accrued expenses and other current liabilities


(18.0
)


(5.6
)


(40.2
)Pension and other post-retirement plan contributions


(24.3
)


(12.8
)


(38.1
)Purchase of permanent displays


(32.9
)


(47.2
)


(49.8
)Other, net


(4.7
)


(7.8
)


Net cash provided by operating activities


109.5



33.1



0.3CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(15.2
)


(20.7
)


(19.8
)Proceeds from the sale of assets of discontinued operations






107.6



Proceeds from the sale of certain assets


2.5



13.6



2.4Net cash (used in) provided by investing activities


(12.7
)


100.5



(17.4
)CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and overdraft


6.0



3.1



(5.4
)Repayment under the 2006 Revolving Credit Facility, net






(43.5
)


(14.0
)Proceeds from the issuance of long-term debt


326.4







0.7Proceeds from the issuance of long-term debt 
    affiliates






170.0



Repayment of long-term debt


(400.4
)


(173.9
)


(50.2
)Repayment of long-term debt  affiliates






(63.0
)


Net Proceeds from the $100 Million Rights Offering










98.9Payment of financing costs


(29.6
)


(4.6
)


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


(97.6
)


(111.9
)


29.1CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:Net cash provided by (used in) discontinued operating activities


0.2



(10.8
)


3.5Net cash used in discontinued investing activities










(0.2
)Net cash used in discontinued financing activities






(0.4
)


(4.6
)Change in cash from discontinued operations






(1.0
)


(1.3
)Net cash provided by (used in) discontinued operations


0.2



(12.2
)


(2.6
)Effect of exchange rate changes on cash and cash equivalents


2.3



(1.8
)


0.5Net increase in cash and cash equivalents


1.7



7.7



9.9Cash and cash equivalents at beginning of period


52.8



45.1



35.2Cash and cash equivalents at end of period

$
54.5


$
52.8


$
45.1SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest

$
97.9


$
123.0


$
137.6Income taxes, net of refunds

$
14.9


$
24.8


$
14.6SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
    FINANCING ACTIVITIES:Treasury stock received to satisfy minimum tax withholding
    liabilities

$
1.1


$
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:
              Cash and
    Cash Equivalents:
   F-9




---



##### Table of Contents



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:
      Research
    and Development:
   F-12




---



##### Table of Contents



Foreign
    Currency Translation:
    Venezuela
    Basic and
    Diluted Income (Loss) per Common Share and Classes of
    Stock:
        Stock-Based
    Compensation:
     Derivative
    Financial Instruments:
   F-13




---



##### Table of Contents



Foreign
    Currency Forward Exchange Contracts
    Interest
    Rate Swap Transactions
    Recent
    Accounting Pronouncements:
    2.
    DISCONTINUED
    OPERATIONS       F-14




---



##### Table of Contents



December 31,


December 31,2009


2008Assets:Prepaid expenses and other

$
0.1


$
0.3Total assets

$
0.1


$
0.3Liabilities:Accrued expenses and other

$
1.0


$
0.9Total current liabilities


1.0



0.9Other long-term liabilities


1.9



1.7Total liabilities

$
2.9


$
2.6     Year Ended December 31,2009


2008


2007Net sales

$



$
20.6


$
33.0Operating income






0.1



2.6Income before income taxes






0.1



3.4(Benefit) provision for income taxes


(0.3
)


0.5



0.5Net income (loss)


0.3



(0.4
)


2.9   3.
    RESTRUCTURING
    COSTS AND OTHER, NET    
    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;
    $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




---



##### Table of Contents



F-16




---



##### Table of Contents



BalanceBeginning of


Expenses,


Utilized, Net


BalanceYear


Net


Cash


Noncash


End of Year2009Employee 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





$
21.32008Employee 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
)2007Employee severance and other personnel benefits:2003 programs

$
0.1


$



$
(0.1
)

$



$
2004 programs


0.1







(0.1
)






2006 Programs


17.2



4.4



(16.2
)


(1.3
)


4.1Other 2006 programs


0.1







(0.1
)






2007 Programs






2.9



(2.3
)






0.617.5



7.3



(18.8
)


(1.3
)


4.7Leases and equipment write-offs


0.4











(0.2
)


0.2Total restructuring costs and other, net

$
17.9


$
7.3


$
(18.8
)

$
(1.5
)

$
4.9    F-17




---



##### Table of Contents



4.
    INVENTORIES  December 31,2009


2008Raw materials and supplies

$
42.7


$
57.6Work-in-process


12.0



16.6Finished goods


64.5



80.0$
119.2


$
154.2   5.
    PREPAID
    EXPENSES AND OTHER  December 31,2009


2008Prepaid expenses

$
22.3


$
22.9Other


25.9



28.7$
48.2


$
51.6   6.
    PROPERTY,
    PLANT AND EQUIPMENT, NET  December 31,2009


2008Land and improvements

$
1.9


$
2.0Building and improvements


62.0



59.9Machinery, equipment and capital leases


135.1



129.9Office furniture, fixtures and capitalized software


102.6



97.4Leasehold improvements


11.8



10.8Construction-in-progress


11.4



10.1324.8



310.1Accumulated depreciation


(213.1
)


(197.3
)$
111.7


$
112.8     7.
    ACCRUED
    EXPENSES AND OTHER  December 31,2009


2008Sales returns and allowances

$
83.3


$
87.3Advertising and promotional costs


34.1



30.9Compensation and related benefits


35.9



41.4Interest


8.8



14.7Taxes


16.2



15.9Restructuring costs


7.6



3.4Derivative financial instruments


3.5



5.7Other


23.6



26.6$
213.0


$
225.9  F-18




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##### Table of Contents



8.
    SHORT-TERM
    BORROWINGS    9.
    LONG-TERM
    DEBT AND REDEEMABLE PREFERRED STOCK  December 31,2009


20082006 Term Loan Facility due 2012 (See (a) below)

$
815.0


$
833.72006 Revolving Credit Facility due 2012 (See (a) below)






91/2% Senior
    Notes due 2011, net of discounts (See (b) below)






388.293/4% Senior
    Secured Notes due 2015, net of discounts (See (c) below)


326.4



Senior Subordinated Term Loan due 2014 (See (d) below)


58.4



107.0Other long-term debt






0.21,199.8



1,329.1Less current portion


(13.6
)(*)


(18.9
)1,186.2



1,310.2Redeemable Preferred Stock (See (e) below)


48.0



$
1,234.2


$
1,310.2    (*)
    
    The Company classified $13.6 million of long-term debt as a
    current liability, which is comprised of the Companys
    required excess cash flow payment (as defined under
    the 2006 Term Loan Agreement) to be made in 2010. (See below
    under 2006 Credit Agreements).    Recent
    Transactions
  Exchange
    Offer and Extension of the Maturity of the Senior Subordinated
    Term Loan
   F-19




---



##### Table of Contents



Refinancing
    of the
    91/2% Senior
    Notes
  3 4
  3 4 1 2 1 2 1 2 3 4 3 4 3 4 1 2
  2008
    Transactions
  Full
    Repayment of the
    85/8% Senior
    Subordinated Notes with the Senior Subordinated Term
    Loan
  5 8 5 8 5 8
    (a)
    2006
    Credit Agreements:  5-year,
 F-20




---



##### Table of Contents



(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)
    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 for
    revolving credit loans that are Eurodollar Rate 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.     F-21




---



##### Table of Contents



(i)
    the net proceeds in excess of $10.0 million for each
    twelve-month period ending on July 9 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 carryover of unused annual basket amounts up to a
    maximum of $25.0 million and subject to certain specified
    dispositions up to an additional $25.0 million in the
    aggregate); and(ii)
    the net proceeds from the issuance by Products Corporation or
    any of its subsidiaries of certain additional debt.      (i)
    mortgages on owned real property, including Products
    Corporations facility in Oxford, North Carolina and
    property in Irvington, New Jersey;(ii)
    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;(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
 F-22




---



##### Table of Contents



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;(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 Stock Plan
    and/or the
    payment of withholding taxes in connection with the vesting of
    restricted stock awards under such plan; and  (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;  (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 other than upon terms no less favorable to Products
    Corporation or its subsidiaries than it would obtain in an
    arms length transaction.  1 2 3 4
     F-23




---



##### Table of Contents



(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 2006 Credit Facility
    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 $5.0 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
    $5.0 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 2006 Term Loan Facility, a cross default
    under the 2006 Revolving Credit Facility, and in the case of the
    2006 Revolving Credit Facility, a cross default under the 2006
    Term Loan Facility;(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
    662/3%
    of such continuing directors) shall cease to be a majority of
    the directors;(viii)
    the failure by Revlon, Inc. to contribute to Products
    Corporation all of the net proceeds it receives from any sale of
    its equity securities or Products Corporations capital
    stock, subject to certain limited exceptions;(ix)
    the conduct by Revlon, Inc. of any meaningful business
    activities other than those that are customary for a publicly
    traded holding company which is not itself an operating company,
    including the ownership of meaningful assets (other than
    Products Corporations capital stock) or the incurrence of
    debt, in each case subject to limited exceptions; and(x)
    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.   F-24




---



##### Table of Contents



(b)
    91/2% Senior
    Notes due 2011:  3 4 1 2
  (c)
    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 3 4 3 4 3 4
  3 4 3 4 3 4
  3 4
  
    together with the obligations under the 2006 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 2006
    Term Loan Agreement (i.e., substantially all of F-25




---



##### Table of Contents



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 2006 Revolving Credit Agreement and
    subject to a second-priority lien securing Products
    Corporations obligations under the 2006 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
  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 109.750% 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
 F-26




---



##### Table of Contents



3 4
  3 4
  (d)
    Senior
    Subordinated Term Loan Agreement  5 8 5 8
      3 4
 F-27




---



##### Table of Contents



3 4
  and/or and/or
  (e)
    Redeemable
    Preferred Stock  one-for-one
   F-28




---



##### Table of Contents



and/or and/or and/or
 F-29




---



##### Table of Contents



(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.      Long-Term
    Debt Maturities
    Long-termdebtYears Ended December 31,

maturities2010

$
2011


2012


801.4
(a)2013



(b)2014


58.4
(c)Thereafter


330.0
(d)Total long-term debt

$
1,189.8Discounts


(3.6
)Total long-term debt, net of discounts

$
1,186.2  F-30




---



##### Table of Contents



(a)
    
    Amount refers to the aggregate
    principal amount that is expected to be outstanding under the
    2006 Term Loan Facility on its January 2012 maturity date. In
    addition, amount excludes amounts available under the 2006
    Revolving Credit Facility, which as of December 31, 2009,
    was undrawn.(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 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.(d)
    
    Amount refers to 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 amount is due to
    the issuance of the $330.0 million in aggregate principal
    amount, or $326.4 million net of discounts, of the
    93/4% Senior
    Secured Notes at a discount, which was priced at 98.9% of par.  10.
    FAIR
    VALUE MEASUREMENTS  and/or
    
    Level 1:  Fair valuing the asset or
    liability using observable inputs, such as quoted prices in
    active markets for identical assets or liabilities;
    Level 2:  Fair valuing the asset or
    liability using inputs other than quoted prices that are
    observable for the applicable asset or liability, either
    directly or indirectly, such as quoted prices for similar (as
    opposed to identical) assets or liabilities in active markets
    and quoted prices for identical or similar assets or liabilities
    in markets that are not active; and
    Level 3:  Fair valuing the asset or
    liability using unobservable inputs that reflect the
    Companys own assumptions regarding the applicable asset or
    liability.    Level 1


Level 2


Level 3


TotalAssetsFX
    Contracts(a)

$



$
0.1


$



$
0.1Total assets at fair value

$



$
0.1


$



$
0.1Liabilities2008 Interest Rate
    Swap(b)

$



$
1.8


$



$
1.8FX
    Contracts(a)






1.7







1.7Redeemable Preferred
    Stock(c)










0.2



0.2Total liabilities at fair value

$



$
3.5


$
0.2


$
3.7   (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, 2009. F-31




---



##### Table of Contents



(b)
    
    The fair value of the
    Companys 2008 Interest Rate Swap was measured based on
    three-month U.S. Dollar LIBOR index at December 31, 2009.(c)
    
    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 Liquidation Preference was measured
    at fair value based on the yield to maturity of the
    Companys senior subordinated debt adjusted for an
    estimated average subordination premium demanded by investors
    for subordinated notes issues. The Liquidation Preference is
    subsequently measured at the present value of the amount to be
    paid at settlement, accruing interest cost using the rate
    implicit at inception since both the amount to be paid and the
    settlement date are fixed.
    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 Control Amount from the initial
    valuation performed upon consummation of the Exchange Offer
    through December 31, 2009.  11.
    FINANCIAL
    INSTRUMENTS        Derivative
    Financial Instruments
      Foreign
    Currency Forward Exchange Contracts
   F-32




---



##### Table of Contents



Interest
    Rate Swap Transactions
  floating-to-fixed floating-to-fixed floating-to-fixed
  2-year
     F-33




---



##### Table of Contents



Quantitative
    Information  Derivative Financial
    Instruments
    (a)
    Fair Value of Derivative Financial Instruments in the
    Consolidated Balance Sheet:  Fair Values of Derivative Instruments as of
    December 31,Assets


Liabilities2009


2008




2009


2008Balance Sheet

Fair


Fair


Balance Sheet

Fair


FairClassification

Value


Value


Classification

Value


ValueDerivatives:Derivatives designated as hedging instruments:Interest Rate
    Swaps(a)

Prepaid expenses

$



$
0.8


Accrued expenses

$
1.8


$
5.5Other long-term assets









Other long-term liabilities






1.0Derivatives not designated as hedging instruments:FX
    contracts(b)

Prepaid expenses


0.1



2.2


Accrued expenses


1.7



0.2$
0.1


$
3.0




$
3.5


$
6.7   (a)
    
    The fair values of the Interest
    Rate Swaps at December 31, 2009 and 2008 were determined by
    using the three-month U.S. Dollar LIBOR index at
    December 31, 2009 and 2008, respectively.(b)
    
    The fair values of the FX contracts
    at December 31, 2009 and 2008 were determined by using
    observable market transactions of spot and forward rates at
    December 31, 2009 and 2008, respectively.    Derivative Instruments Gain (Loss) Effect on Consolidated
    Statement of Operations as of December 31,Income Statement

Amount of Gain (Loss)

Amount of Gain (Loss)Amount of Gain (Loss)

Classification

Reclassified from OCI

Recognized in InterestRecognized in OCI

of Gain (Loss)

to Income

Expense(Effective Portion)

Reclassified from

(Effective Portion)

(Ineffective Portion)2009

2008

OCI to Income

2009

2008

2009

2008Derivatives designated as cash flow hedges:Interest Rate Swap

$
(1.7
)

$
(5.4
)

Interest expense

$
(5.0
)

$
(2.0
)

$



$
(0.2
)Amount of Gain (Loss)Recognized in ForeignCurrency Gains(Losses), Net2009

2008Derivatives not designated as hedging instruments:FX Contracts

$
(5.9
)

$
4.5  F-34




---



##### Table of Contents



12.
    INCOME
    TAXES    Year Ended December 31,2009


2008


2007Income (loss) from continuing operations before income taxes:United States

$
24.6


$
(22.0
)

$
(54.0
)Foreign


32.2



51.2



42.5$
56.8


$
29.2


$
(11.5
)Provision (benefit) for income taxes:United States federal

$
0.3


$
0.6


$
0.2State and local


(2.1
)


(3.0
)


(0.2
)Foreign


10.1



18.5



7.5$
8.3


$
16.1


$
7.5Current

$
26.8


$
31.7


$
20.9Deferred


(1.2
)


2.8



(4.2
)Benefits of operating loss carryforwards


(17.3
)


(18.4
)


(3.3
)Resolution of tax matters










(5.9
)$
8.3


$
16.1


$
7.5     Year Ended December 31,2009


2008


2007Computed expected tax expense

$
19.9


$
10.2


$
(4.0
)State and local taxes, net of U.S. federal income tax benefit


(1.4
)


(2.0
)


(0.1
)Foreign and U.S. tax effects attributable to operations outside
    the U.S.


(4.0
)


0.5



6.2Change in valuation allowance


(24.7
)


(18.2
)


(2.4
)Foreign dividends subject to tax


14.4



26.7



12.0Resolution of tax matters










(5.9
)Other


4.1



(1.1
)


1.7Tax expense

$
8.3


$
16.1


$
7.5  F-35




---



##### Table of Contents



December 31,2009


2008Deferred tax assets:Accounts receivable, principally due to doubtful accounts

$
1.0


$
0.9Inventories


5.8



7.7Net operating loss carryforwards  U.S.


186.9



208.7Net operating loss carryforwards  foreign


83.3



77.0Accruals and related reserves


3.7



1.1Employee benefits


91.0



49.2State and local taxes


3.9



4.9Advertising, sales discount, returns and coupon redemptions


31.6



34.5Other


34.2



29.2Total gross deferred tax assets


441.4



413.2Less valuation allowance


(414.3
)


(391.2
)Total deferred tax assets, net of valuation allowance


27.1



22.0Deferred tax liabilities:Plant, equipment and other assets


(18.1
)


(15.7
)Other


(0.4
)


(0.1
)Total gross deferred tax liabilities


(18.5
)


(15.8
)Net deferred tax assets

$
8.6


$
6.2        F-36




---



##### Table of Contents



Balance at January 1, 2008

$
53.9Increase based on tax positions taken in a prior year


5.6Decrease based on tax positions taken in a prior year


(10.1
)Increase based on tax positions taken in the current year


7.4Decrease resulting from the lapse of statutes of limitations


(5.9
)Balance at December 31, 2008

$
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

$
49.3        F-37




---



##### Table of Contents



13.
    SAVINGS
    PLAN, PENSION AND POST-RETIREMENT BENEFITS  Savings
    Plan:
  U.S.-based
  U.S.-based
  Pension
    Benefits:
  non-U.S. employees,
 F-38




---



##### Table of Contents



Other
    Post-retirement Benefits:
   F-39




---



##### Table of Contents



OtherBenefit PlansPension Plans


Post-retirement2009


2008


2009


2008Change in Benefit Obligation:Benefit obligation  beginning of year

$
(560.1
)

$
(578.3
)

$
(13.2
)

$
(14.0
)Service cost


(7.6
)


(8.3
)


(0.0
)


(0.1
)Interest cost


(34.8
)


(34.5
)


(0.9
)


(0.8
)Plan amendments


(0.2
)


(0.2
)






Actuarial (loss) gain


(55.0
)


11.0



(1.3
)


0.1Curtailment gain


9.2











Settlement gain


0.5











Benefits paid


38.2



35.1



1.0



1.0Foreign exchange (loss) gain


(4.5
)


15.4



(0.4
)


0.6Plan participant contributions


(0.2
)


(0.3
)






Benefit obligation  end of year

$
(614.5
)

$
(560.1
)

$
(14.8
)

$
(13.2
)Change in Plan Assets:Fair value of plan assets  beginning of year

$
342.3


$
473.7


$



$
Actual return (loss) on plan assets


74.6



(96.7
)






Employer contributions


23.3



11.8



1.0



1.0Plan participant contributions


0.2



0.2







Benefits paid


(38.2
)


(35.1
)


(1.0
)


(1.0
)Settlement gain


(0.5
)










Foreign exchange gain (loss)


3.9



(11.6
)






Fair value of plan assets  end of year

$
405.6


$
342.3


$



$
Unfunded status of plans at December 31,

$
(208.9
)

$
(217.8
)

$
(14.8
)

$
(13.2
)     OtherPost-retirementPension Plans


Benefit PlansDecember 31,2009


2008


2009


2008Accrued expenses and other

$
(6.2
)

$
(6.3
)

$
(1.2
)

$
(1.0
)Pension and other post-retirement benefit liabilities


(202.7
)


(211.5
)


(13.6
)


(12.2
)(208.9
)


(217.8
)


(14.8
)


(13.2
)Accumulated other comprehensive loss


179.3



192.0



3.3



2.1$
(29.6
)

$
(25.8
)

$
(11.5
)

$
(11.1
)    F-40




---



##### Table of Contents



December 31,2009


2008


2007Projected benefit obligation

$
614.5


$
560.1


$
578.3Accumulated benefit obligation


611.2



550.3



563.7Fair value of plan assets


405.6



342.3



473.7   Net
    Periodic Benefit Cost:
      OtherPost-retirementPension Plans


Benefit PlansYears Ended December 31,2009


2008


2007


2009


2008


2007Net periodic benefit cost:Service cost

$
7.6


$
8.3


$
9.2


$



$



$
0.1Interest cost


34.8



34.5



33.1



0.9



0.8



0.9Expected return on plan assets


(27.8
)


(37.2
)


(36.8
)










Amortization of prior service credit


(0.1
)


(0.4
)


(0.5
)










Amortization of actuarial loss


12.8



1.3



2.9



0.1



0.2



0.2Settlement gain


(0.0
)


















Curtailment gain


(0.8
)






0.1











26.5



6.5



8.0



1.0



1.0



1.2Portion allocated to Revlon Holdings LLC


(0.1
)


(0.1
)


(0.1
)


(0.1
)






$
26.4


$
6.4


$
7.9


$
0.9


$
1.0


$
1.2     Post-retirementPension Benefits


Benefits


TotalNet actuarial loss

$
179.0


$
3.3


$
182.3Prior service cost


0.3







0.3179.3



3.3



182.6Portion allocated to Revlon Holdings LLC


(0.6
)


(0.1
)


(0.7
)$
178.7


$
3.2


$
181.9    F-41




---



##### Table of Contents



Pension
    Plan Assumptions:
    U.S. Plans

International Plans2009

2008

2009

2008Discount rate


5.68
%


6.35
%


5.63
%


6.40
%Rate of future compensation increases


3.50



4.00



4.39



4.00     U.S. Plans


International Plans2009


2008


2007


2009


2008


2007Discount rate


6.35
%


6.24
%


5.75
%


6.40
%


5.70
%


5.00
%Expected long-term return on plan assets


8.25



8.25



8.50



6.50



6.90



6.70Rate of future compensation increases


4.00



4.00



4.00



4.00



4.30



3.90        F-42




---



##### Table of Contents



Pension
    Plan Assets:
    U.S. Plans

International Plans2009

2008

2007

2009

2008

2007Fair value of plan assets

$
364.1


$
309.4


$
424.4


$
41.5


$
32.9


$
49.3       Target RangesU.S. Plans

International PlansAsset Category:Equity securities

23% - 43%

37% - 47%Fixed income securities

21% - 41%

53% - 63%Real estate

0%

0%Cash and other investments

0% - 15%

0% - 4%Global balanced strategies

22% - 28%

0%  F-43




---



##### Table of Contents



Quoted Prices in





SignificantActive Markets for


Significant


UnobservableIdentical Assets


Observable Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Asset Category:Equity
    securities(a):U.S. large cap equities

$
65.8


$



$
65.8


$
U.S. small/mid cap equities


29.3



16.3



13.0



International equities


63.1







63.1



Emerging market equities


10.0







10.0



Fixed income
    securities(a):Corporate bonds


126.4







126.4



Government bonds


20.2







20.2



Real
    Estate(b)


29.2







29.2



Cash and other investments:Cash and cash equivalents


21.8



19.2



2.6



Hedge
    funds(c)


39.8







26.3



13.5Total pension plan assets at fair value

$
405.6


$
35.5


$
356.6


$
13.5   (a)
    
    The equity securities and fixed
    income securities asset categories include global balanced
    strategies.  (b)
    
    This asset category is comprised of
    global balanced strategies which invest in real estate
    investments that primarily invest in real estate investment
    trusts (REITs).  (c)
    
    This asset category includes hedge
    funds that primarily invest in a diversified basket of equities,
    fixed income,
    currencies          
    and commodities.    Hedge fundsBalance, beginning of year

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


1.1Balance, end of year

$
13.5      F-44




---



##### Table of Contents



Contributions:
    Estimated
    Future Benefit Payments:
    Total


TotalPension


OtherBenefits


Benefits2010

$
38.0


$
1.12011


39.1



1.22012


40.9



1.22013


42.3



1.32014


43.2



1.3Years 2015 to 2019


229.9



6.4   14.
    STOCKHOLDERS
    EQUITY  and/or
  Common Stock


TreasuryClass A


Class B


StockBalance, January 1, 2007


39,000,115



3,125,000



42,966Stock issuances in $100 Million Rights Offering


9,523,809







Restricted stock grants


831,352







Cancellation of restricted stock


(62,936
)






Withholding of restricted stock to satisfy taxes










87,613Balance, December 31, 2007


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



385,677   Common
    Stock
   F-45




---



##### Table of Contents



one-for-one
  1-for-10
    Treasury
    Stock
     F-46




---



##### Table of Contents



1-for-10
  1-for-10
  15.
    STOCK
    COMPENSATION PLAN    Stock
    options:
       F-47




---



##### Table of Contents



Stock


WeightedOptions


Average(000s)


Exercise PriceOutstanding at January 1, 2007


2,499.3


$
45.43Granted(a)






Exercised






Forfeited and expired


(331.2
)


69.00Outstanding at December 31, 2007


2,168.1



41.94Granted(a)






Exercised






Forfeited and expired


(762.6
)


51.60Outstanding at December 31, 2008


1,405.5



36.76Granted(a)






Exercised






Forfeited and expired


(174.2
)


62.14Outstanding at December 31, 2009


1,231.3



33.17    (a)

    
    There were no stock options granted during 2009, 2008 and 2007.    Outstanding


ExerciseableWeighted


Weighted








Weighted


WeightedNumber of


Average


Average


Aggregate


Number of


Average


AverageRange of Exercise

Options


Years


Exercise


Intrinsic


Options


Years


ExercisePrices

(000s)


Remaining


Price


Value


(000s)


Remaining


Price$23.10 to $30.00


248.9



2.63


$
25.65







248.9



2.63


$
25.6530.01 to   34.50


779.4



1.35



30.36







779.4



1.35



30.3634.51 to   40.00


85.8



2.72



37.81







85.8



2.72



37.8140.01 to   56.60


69.0



1.85



52.71







69.0



1.85



52.7156.61 to 104.38


48.2



0.29



81.20







48.2



0.29



81.2023.10 to 104.38


1,231.3



1.69



33.17







1,231.3



1.69



33.17   Restricted
    stock awards and restricted stock units:
   F-48




---



##### Table of Contents



WeightedAverageRestricted


Grant DateStock


Fair(000s)


ValueOutstanding at January 1, 2007


812.1


$
19.23Granted


831.3



12.50Vested (a)


(415.4
)


22.46Forfeited


(63.2
)


15.74Outstanding at December 31, 2007


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



8.48   (a)
    
    Of the amounts vested during 2007,
    2008 and 2009, 87,613 shares; 125,874 shares; and
    129,224 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 14,
    Stockholders Equity).  1-for-10
   F-49




---



##### Table of Contents



16.  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, 2007

$
(11.2
)

$
(105.0
)

$
2.7


$
(0.4
)

$
(113.9
)Unrealized
    losses(a)


(2.0
)










(1.7
)


(3.7
)Reclassifications into net
    loss(a)


















Amortization of pension related
    costs(b)






3.1



(0.5
)






2.6Pension re-measurement






27.0



(0.7
)






26.3Balance December 31, 2007


(13.2
)


(74.9
)


1.5



(2.1
)


(88.7
)Unrealized
    losses(c)


(8.2
)










(5.3
)


(13.5
)Reclassifications into net
    loss(c)














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)(d)


9.8











(1.3
)


8.5Reclassifications into net
    loss(d)














5.0



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






12.9



(0.9
)






12.0Pension
    re-measurement(f)






(9.3
)


(0.2
)






(9.5
)Pension curtailment
    gain(f)






9.2











9.2Balance December 31, 2009

$
25.7


$
(181.6
)

$
(0.3
)

$
(1.7
)

$
(157.9
)   (a)
    
    Due to the Companys use of derivative financial
    instruments, the net amount of hedge accounting derivative
    losses recognized by the Company, as set forth in the table
    above, pertains to (1) the reversal of $0.4 million of
    net losses accumulated in Accumulated Other Comprehensive Loss
    at January 1, 2007 upon the Companys election during
    the fiscal quarter ended March 31, 2007 to discontinue the
    application of hedge accounting under the Derivatives and
    Hedging Topic of the FASB Accounting Standards Codification (the
    Derivatives and Hedging Topic) for certain
    derivative financial instruments, as the Company no longer
    designates its foreign currency forward exchange contracts as
    hedging instruments; (2) the reversal of a
    $0.4 million gain pertaining to a net receipt settlement in
    December 2007 under the terms of Products Corporations
    2007 Interest Rate Swap; and (3) $1.7 million of net
    losses accumulated in Accumulated Other Comprehensive Loss
    pertaining to the change in fair value of the 2007 Interest Rate
    Swap. The Company designated Products Corporations
    Interest Rate Swaps as hedging instruments and accordingly
    applies hedge accounting under the Derivatives and Hedging Topic
    to such swap transactions. (See the discussion of Critical
    Accounting Policies in this
    Form 10-K).(b)
    
    Amount represents a change in Accumulated Other Comprehensive
    Income (Loss) as a result of the amortization of unrecognized
    prior service costs and actuarial losses (gains) arising during
    2007, 2008 and 2009 related to the Companys pension and
    other post-retirement plans. (See Note 13, Savings
    Plan, Pension and Post-retirement Benefits). F-50




---



##### Table of Contents



(c)
    
    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 Income (Loss) pertaining to
    net settlement receipts of $0.2 million and net settlement
    payments of $2.2 million on the Interest Rate Swaps.(d)
    
    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.(e)
    
    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.(f)
    
    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 13, Savings Plan, Pension and
    Post-retirement Benefits).  17.
    RELATED
    PARTY TRANSACTIONS    Transfer
    Agreements
    Reimbursement
    Agreements
   F-51




---



##### Table of Contents



out-of-pocket out-of-pocket
      Tax
    Sharing Agreements
  debt-for-equity
  Registration
    Rights Agreement
   F-52




---



##### Table of Contents



out-of-pocket
  Senior
    Subordinated Term Loan
  5 8 5 8
  Other
    Refinancing Transactions and Rights Offerings
     F-53




---



##### Table of Contents



5 8
  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 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
   F-54




---



##### Table of Contents



Other
    3 4
      18.
    COMMITMENTS
    AND CONTINGENCIES     F-55




---



##### Table of Contents



and/or
 F-56




---



##### Table of Contents



19.
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)    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 income(loss) per common share:Continuing operations


0.25



(0.00
)


0.45



0.25Discontinued operations


0.00



0.01



0.00



(0.00
)Net income per common share

$
0.25


$
0.00


$
0.45


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


0.25



(0.00
)


0.45



0.25Discontinued operations


0.00



0.01



0.00



(0.00
)Net income per common share

$
0.25


$
0.00


$
0.45


$
0.24   Year Ended December 31, 20081st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterNet sales

$
311.7


$
366.5


$
334.4


$
334.2Gross profit


198.7



241.9



207.6



207.7(Loss) income from continuing operations


(2.7
)


19.8



(15.2
)


11.2Income from discontinued operations


0.2



0.1



44.4



0.1Net (loss) income


(2.5
)


19.9



29.2



11.3Basic (loss) income per common share:Continuing operations


(0.05
)


0.39



(0.30
)


0.22Discontinued operations


0.00



0.00



0.87



0.00Net (loss) income per common share

$
(0.05
)

$
0.39


$
0.57


$
0.22Diluted (loss) income per common share:Continuing operations


(0.05
)


0.39



(0.30
)


0.22Discontinued operations


0.00



0.00



0.87



0.00Net (loss) income per common share

$
(0.05
)

$
0.39


$
0.57


$
0.22   20.  GEOGRAPHIC,
    FINANCIAL AND OTHER INFORMATION
   F-57




---



##### Table of Contents



Year Ended December 31,2009





2008





2007Geographic area:Net sales:United States

$
747.9



58
%

$
782.6



58
%

$
804.2



59
%International


548.0



42
%


564.2



42
%


562.9



41
%$
1,295.9






$
1,346.8






$
1,367.1December 31,2009





2008





2007Long-lived assets  net:United States

$
308.6



79
%

$
308.3



80
%

$
332.3



80
%International


82.0



21
%


76.6



20
%


81.0



20
%$
390.6






$
384.9






$
413.3   Year Ended December 31,2009





2008





2007Classes of similar products:Net sales:Color cosmetics

$
785.5



61
%

$
831.0



62
%

$
792.1



58
%Beauty care and fragrance


510.4



39
%


515.8



38
%


575.0



42
%$
1,295.9






$
1,346.8






$
1,367.1   21.
    SUBSEQUENT
    EVENTS  Impact of Foreign Currency Translation 
    Venezuela
  Highly-Inflationary Economy
  Currency Devaluation
  
    the Companys consolidated financial results in 2010 are
    expected to be adversely impacted as a result of the currency
    devaluation. Revlon Venezuela accounted for approximately 4% and
    7% of the Companys 2009 consolidated net sales and
    operating income, respectively; and
    a foreign currency loss in the first quarter of 2010 of
    approximately $3 million related to the required
    re-measurement of Revlon Venezuelas balance sheet during
    the first quarter of 2010 to reflect the F-58




---



##### Table of Contents



impact of the currency devaluation. As Venezuela has been
    designated as a highly inflationary economy effective
    January 1, 2010, this foreign currency loss will be
    reflected in earnings.  Possible refinancing of the 2006 Credit Agreements
  8-K
  22.
    GUARANTOR
    FINANCIAL INFORMATION  3 4
  3 4
 F-59




---



##### 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







119.2Prepaid expenses and other


60.1



4.3



26.5







90.9Intercompany receivables


876.1



458.8



299.8



(1,634.7
)


Investment in subsidiaries


(254.0
)


(215.1
)






469.1



Property, plant and equipment, net


94.3



1.1



16.3







111.7Other assets


56.8



2.7



30.4







89.9Goodwill, net


150.6



30.0



2.0







182.6Total assets

$
1,168.6


$
301.2


$
526.3


$
(1,165.6
)

$
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


510.2



625.6



498.9



(1,634.7
)


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


2,162.4



655.8



640.8



(1,634.7
)


1,824.3Stockholders deficiency


(993.8
)


(354.6
)


(114.5
)


469.1



(993.8
)Total liabilities andStockholders deficiency

$
1,168.6


$
301.2


$
526.3


$
(1,165.6
)

$
830.5  F-60




---



##### Table of Contents



Consolidating
    Condensed Balance Sheets
 As of December 31, 2008
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCash and cash equivalents

$
18.7


$
1.0


$
33.1


$



$
52.8Trade receivables, less allowances for doubtful accounts


82.0



13.1



74.8







169.9Inventories


104.2



4.8



45.2







154.2Prepaid expenses and other


48.2



3.4



28.9







80.5Intercompany receivables


854.6



440.1



259.0



(1,553.7
)


Investment in subsidiaries


(261.0
)


(232.5
)






493.5



Property, plant and equipment, net


97.0



1.5



14.3







112.8Other assets


59.9



3.5



26.1







89.5Goodwill, net


150.6



30.0



2.0







182.6Total assets

$
1,154.2


$
264.9


$
483.4


$
(1,060.2
)

$
842.3LIABILITIES AND STOCKHOLDERS DEFICIENCYShort-term borrowings

$



$



$
0.5


$



$
0.5Current portion of long-term debt


18.7







0.2







18.9Accounts payable


54.8



2.5



20.8







78.1Accrued expenses and other


153.3



10.4



61.7







225.4Intercompany payables


463.5



602.4



487.8



(1,553.7
)


Long-term debt


1,203.2















1,203.2Long-term debt  affiliates


107.0















107.0Other long-term liabilities


237.0



8.4



47.2







292.6Total liabilities


2,237.5



623.7



618.2



(1,553.7
)


1,925.7Stockholders deficiency


(1,083.3
)


(358.8
)


(134.8
)


493.5



(1,083.4
)Total liabilities andStockholders deficiency

$
1,154.2


$
264.9


$
483.4


$
(1,060.2
)

$
842.3  F-61




---



##### 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


(36.4
)


(5.0
)


42.4







1.0Other expenses, net


63.3



(6.0
)


56.4







113.7Income from continuing operations before income taxes


23.9



10.9



31.8







66.6Provision for income taxes


(25.6
)


23.1



10.6







8.1Income (loss) from continuing operations


49.5



(12.2
)


21.2







58.5Income from discontinued operations, net of taxes


0.3















0.3Equity in earnings of subsidiaries


8.9



12.6







(21.5
)


Net income

$
58.7


$
0.4


$
21.2


$
(21.5
)

$
58.8  F-62




---



##### 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


431.5



40.5



229.6







701.6Restructuring costs and other, net


(3.4
)






(5.0
)






(8.4
)Operating income


72.3



6.7



83.7







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


(15.5
)


6.4



46.0







36.9Provision for income taxes


(0.4
)


(1.2
)


17.5







15.9(Loss) income from continuing operations


(15.1
)


7.6



28.5







21.0Income from discontinued operations, net of taxes










44.8







44.8Equity in earnings of subsidiaries


80.8



58.1







(138.9
)


Net income

$
65.7


$
65.7


$
73.3


$
(138.9
)

$
65.8  F-63




---



##### Table of Contents



Consolidating
    Condensed Statement of Operations
 For the Year Ended December 31, 2007
  Non-Products


Guarantor


GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$
901.7


$
100.2


$
492.2


$
(127.0
)

$
1,367.1Cost of sales


386.0



43.6



203.1



(127.0
)


505.7Gross profit


515.7



56.6



289.1







861.4Selling, general and administrative expenses


464.1



46.4



218.2







728.7Restructuring costs and other, net


6.5







0.8







7.3Operating income


45.1



10.2



70.1







125.4Other expenses (income):Intercompany interest, net


(1.2
)


0.1



1.1







Interest expense


135.1







0.5







135.6Interest income


(1.4
)






(0.5
)






(1.9
)Amortization of debt issuance costs


3.3















3.3Loss on early extinguishment of debt, net


0.1















0.1Foreign currency gains, net


(2.0
)






(4.8
)






(6.8
)Miscellaneous, net


(37.8
)


1.0



36.4







(0.4
)Other expenses, net


96.1



1.1



32.7







129.9(Loss) income from continuing operations before income taxes


(51.0
)


9.1



37.4







(4.5
)Provision for income taxes


(11.5
)


9.5



9.4







7.4(Loss) income from continuing operations


(39.5
)


(0.4
)


28.0







(11.9
)Income from discontinued operations, net of taxes










2.9







2.9Equity in earnings of subsidiaries


30.4



17.5







(47.9
)


Net (loss) income

$
(9.1
)

$
17.1


$
30.9


$
(47.9
)

$
(9.0
)  F-64




---



##### 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


$
(1.6
)

$
(7.2
)

$



$
103.3CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(11.7
)


(0.2
)


(3.3
)






(15.2
)Proceeds from the sale of certain assets including a non-core
    trademark










2.5







2.5Net cash used in investing activities


(11.7
)


(0.2
)


(0.8
)






(12.7
)CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and overdraft


5.2



1.0



(0.2
)






6.0Proceeds from the issuance of
    long-term debt


326.4















326.4Repayment of long-term debt


(400.1
)






(0.3
)






(400.4
)Payment of financing costs


(23.4
)














(23.4
)Net cash (used in) provided by financing activities


(91.9
)


1.0



(0.5
)






(91.4
)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



(0.7
)


(6.3
)






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


$
0.3


$
26.8


$



$
54.5  F-65




---



##### 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


(15.4
)


(0.7
)


(4.6
)






(20.7
)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


98.3



(0.7
)


2.9







100.5CASH 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
)Proceeds from the issuance of long-term debt 
    affiliates


170.0















170.0Repayment of long-term debt


(173.7
)






(0.2
)






(173.9
)Repayment of long-term debt  affiliates


(63.0
)














(63.0
)Payment of financing costs


(4.6
)














(4.6
)Net cash (used in) provided by financing activities


(111.2
)


0.5



(1.2
)






(111.9
)Net cash (used in) provided by discontinued operations


(12.7
)






0.5







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






(0.2
)


(1.6
)






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


11.4



(4.1
)


0.4







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


$
0.9


$
33.2


$



$
52.8  F-66




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flow
 For the Year Ended December 31, 2007
  Products


Guarantor


Non-GuarantorCorporation


Subsidiaries


Subsidiaries


Eliminations


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

$
(12.3
)

$
0.7


$
11.9


$



$
0.3CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(15.8
)


(0.3
)


(3.7
)






(19.8
)Proceeds from the sale of certain assets including a non-core
    trademark


1.8







0.6







2.4Net cash used in investing activities


(14.0
)


(0.3
)


(3.1
)






(17.4
)CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term borrowings and overdraft


(1.7
)






(3.7
)






(5.4
)Repayment under the 2006 Revolving Credit Facility, net


(14.0
)














(14.0
)Proceeds from the issuance of
    long-term debt










0.7







0.7Repayment of long-term debt


(50.0
)






(0.2
)






(50.2
)Capital contribution from direct parent, net


98.9















98.9Payment of financing costs


(0.9
)














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


32.3







(3.2
)






29.1Net cash used in discontinued operations










(2.6
)






(2.6
)Effect of exchange rate changes on cash and cash equivalents






(0.1
)


0.6







0.5Net increase in cash and cash equivalents


6.0



0.3



3.6







9.9Cash and cash equivalents at beginning of period


1.3



4.8



29.1







35.2Cash and cash equivalents at end of period

$
7.3


$
5.1


$
32.7


$



$
45.1  F-67




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##### Table of Contents



Schedule II
  REVLON,
    INC. AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTSYears Ended December 31, 2009, 2008 and 2007
    (dollars in millions)
  Balance at


Charged to





Balance atBeginning


Cost and


Other


End ofYear


Expenses


Deductions


YearAllowance for Doubtful
    Accounts(1):2009

$
3.3


$
0.9


$
(0.4
)

$
3.82008


3.5



0.4



(0.6
)


3.32007


3.5



(0.4
)


0.4



3.5Allowance for Volume and Early Payment
    Discounts(2):2009

$
13.5


$
56.2


$
(55.3
)

$
14.42008


15.2



56.0



(57.7
)


13.52007


13.7



52.1



(50.6
)


15.2Allowance for Sales
    Returns(3):2009

$
70.2


$
86.0


$
(90.7
)

$
65.52008


80.4



84.7



(94.9
)


70.22007


124.6



92.3



(136.5
)


80.4   (1)
    
    Doubtful accounts written off, less
    recoveries, reclassifications and foreign currency translation
    adjustments.(2)
    
    Discounts taken, reclassifications
    and foreign currency translation adjustments.(3)
    
    Sales returns as a reduction to
    sales and cost of sales, and an increase to accrued liabilities
    and inventories. F-68




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##### 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 and Chief Accounting Officer       Signature

Title/s/

Ronald O. Perelman



Chairman of the Board and Director(Ronald O. Perelman)/s/

Barry F. Schwartz



Director(Barry F. Schwartz)/s/

David L. Kennedy



Vice Chairman and Directory(David L. Kennedy)/s/

Alan S. Bernikow



Director(Alan S. Bernikow)/s/

Paul J. Bohan



Director(Paul J. Bohan)/s/

Meyer Feldberg



Director(Meyer Feldberg)/s/

Ann D. Jordan



Director(Ann D. Jordan)/s/

Debra L. Lee



Director(Debra L. Lee)/s/

Tamara Mellon



Director(Tamara Mellon)/s/

Richard J. Santagati



Director(Richard J. Santagati)/s/

Kathi P. Seifert



Director(Kathi P. Seifert)