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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 1934 For the fiscal year ended December 31, ~~2018~~2019 OR [☐ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________________ to _______________

Commission File Number: 33-59650

Commission File Number

Registrant; State of Incorporation; Address and Telephone Number

IRS Employer Identification No.

1-11178

Revlon, Inc.

13-3662955

Delaware

One New York Plaza

New York, New York 10004

212-527-4000

33-59560

Revlon Consumer Products Corporation

13-3662953

Delaware

One New York Plaza

New York, New York 10004

212-527-4000

Securities registered pursuant to Section 12(b) or 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Revlon, Inc.

Class A Common Stock

REV

New York Stock Exchange

Revlon Consumer Products Corporation

None

N/A

~~REVLON~~Indicate ~~CONSUMER~~by ~~PRODUCTS~~check ~~CORPORATION~~mark if the registrants are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ☒

Indicate by check mark whether the registrants (~~Exact~~1) ~~name~~have filed all reports required to be filed by Section 13 or 15(d) of ~~registrant~~the asSecurities ~~specified~~Exchange inAct ~~its~~of ~~charter~~1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Delaware	13-3662953
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One New York Plaza, New York, New York	10004
(Address of principal executive offices)	(Zip Code)


Revlon, Inc.	Yes ☒	No ☐
Revlon Consumer Products Corporation	Yes ☐	No ☒

~~Registrant's~~Indicate ~~telephone~~by ~~number,~~check ~~including~~mark ~~area~~whether ~~code:~~the ~~212~~registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-~~527-4000~~T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether ~~12(b)~~each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or ~~12(g)~~an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:. ~~None~~

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant is not applicable as all 5,260 outstanding shares of the registrant's common stock were held by one affiliate, Revlon Inc., at December 31, 2018. Accordingly, the registrant qualifies under the SEC's revised rules as a "smaller reporting company."

The registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K as, among other things, all of the registrant's equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934 and which has filed with the SEC on March 28, 2019 all of the material required to be filed pursuant to Section 13, 14, or 15(d) thereof and the registrant is therefore filing this Form 10-K with a reduced disclosure format, which omits the information otherwise required by Items 10, 11, 12 and 13 as permitted under General Instruction I(2)(c) on Form 10-K.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Form 10-K

For the Year Ended December 31, 2018

Table of Contents

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	29
Item 3.	Legal Proceedings	29
Item 4.	Mine and Safety Disclosures	30
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	30
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
Item 9A.	Controls and Procedures	50
Item 9B.	Other Information	51
PART III
Item 10.	Directors, Executive Officers and Corporate Governance (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 11.	Executive Compensation (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 14.	Principal Accountant Fees and Services	53
PART IV
Item 15.	Exhibits and Financial Statement Schedules	55
	Index to Consolidated Financial Statements and Schedules	F-1
	Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)	F-2
	Financial Statements	F-3
Item 16.	Form 10-K Summary
	Signatures
	Certifications
	Exhibits

~~Table~~Large ofaccelerated ~~Contents~~filer Accelerated filer Non-accelerated filer Smaller Reporting Company Emerging Growth Company Revlon, Inc. Yes ☐ No ☒ Yes ☒ No ☐ Yes ☐ No ☒ Yes ☒ No ☐ Yes ☐ No ☒ Revlon Consumer Products Corporation Yes ☐ No ☒ Yes ☐ No ☒ Yes ☒ No ☐ Yes ☒ No ☐ Yes ☐ No ☒

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act).


Revlon, Inc.	Yes ☐	No ☒
Revlon Consumer Products Corporation	Yes ☐	No ☒

The aggregate market value of Revlon, Inc. Class A Common Stock held by non-affiliates (using the New York Stock Exchange closing price as of June 28, 2019, the last business day of the registrant's most recently completed second fiscal quarter) was approximately $131,677,719. Accordingly, the registrant qualifies under the SEC's revised rules as a "smaller reporting company."

Number of shares of common stock outstanding as of December 31, 2019:


Revlon, Inc. Class A Common Stock:			53,069,832
Revlon Consumer Products Corporation Common Stock:			5,260

At such date, (i) 46,223,321 shares of Revlon, Inc. Class A Common Stock were beneficially owned by MacAndrews & Forbes Incorporated and certain of its affiliates; and (ii) all shares of Revlon Consumer Products Corporation Common Stock were held by Revlon, Inc.

Revlon Consumer Products Corporation meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K as, among other things, all of Revlon Consumer Products Corporation's equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934 and which has filed with the SEC on March 12, 2020 all of the material required to be filed pursuant to Section 13, 14, or 15(d) thereof. Revlon Consumer Products Corporation is therefore filing this Form 10-K with a reduced disclosure format, which omits the information otherwise required by Items 10, 11, 12 and 13 as permitted under General Instruction I(2)(c) of Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Revlon, Inc.’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Stockholders' Meeting to be held on or about June 4, 2020 are incorporated by reference into Part III of this Form 10-K.

REVLON, INC. AND SUBSIDIARIES

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

For the Year Ended December 31, 2019

INDEX

PART I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine and Safety Disclosures

PART II

Item 5.

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

Item 6.

Selected Financial Data

Item 7.

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

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certified 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

PART IV

Item 15.

Exhibits and Financial Statements

Index to Consolidated Financial Statements

F-1

Revlon, Inc. Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)

F-2

Revlon, Inc. Report of Independent Registered Public Accounting Firm (Internal Control Over Financial Reporting)

F-3

Revlon Consumer Products Corporation Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)

Item 16.

Certifications

Exhibits

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REVLON, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

Item 1. Business

Background

Revlon, ~~Consumer~~Inc. ~~Products Corporation~~ ("~~Products Corporation~~Revlon" and together with its subsidiaries, the "Company") isconducts ~~the~~its business exclusively through its direct wholly-owned operating subsidiary, of Revlon, ~~Inc.~~Consumer Products Corporation ("~~Revlon~~Products Corporation"), ~~which~~and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated (together with certain of its affiliates other than ~~Revlon and~~ the Company, "MacAndrews & Forbes"), a corporation beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of Revlon's and ~~Product~~Products Corporation's Board of Directors.

The Company was founded over 8788 years ago by Charles Revson, who revolutionized the cosmetics industry by introducing nail enamels matched to lipsticks in fashion colors. Today, the Company continues Revson's legacy by producing and marketing innovative products that address consumers' wants and needs for beauty and personal care products.

The Company is a leading global beauty company with an iconic portfolio of brands. The Company develops, manufactures, markets, distributes and sells worldwide an extensive array of beauty and personal care products, including color cosmetics, hair color, hair care and hair treatments, fragrances, skin care, beauty tools, men’s grooming products, anti-perspirant deodorants and other beauty care products across a variety of distribution channels. The Company is entrepreneurial, agile and boldly creative, with a passion for beauty. The Company has a diverse portfolio of iconic brands that it continues to evolve and transform, with the goal of inspiring and attracting consumers around the world wherever and however they shop for beauty. The Company is committed to operating as an ethical business and driving sustainable and responsible growth.

Business Strategy

The Company remains focused on its 3 key strategic pillars to drive its future success and growth. First, strengthening its iconic brands through innovation and relevant product portfolios; second, building its capabilities to better communicate and connect with its consumers through media channels where they spend the most time; and third, ensuring availability of its ~~product~~products where consumers shop, both in-store and increasingly online.

Strategic Review

In August 2019, it was disclosed that MacAndrews & Forbes and the Company determined to explore strategic transactions involving the Company and third parties. This review is ongoing and remains focused on exploring potential options for the Company's portfolio and regional brands (the “Strategic Review”).

Financial Information about Operating Segments

Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company's "Chief Executive Officer") in deciding how to allocate resources and in assessing the Company's performance. As a result of the similarities in the procurement, manufacturing and distribution processes for the Company’s products, much of the information provided in the Audited Consolidated Financial Statements and provided in the segment table below is similar to, or the same as, that reviewed on a regular basis by the Company's Chief Executive Officer. ~~Effective~~ ~~January~~The ~~1, 2018, the~~ Company ~~implemented~~operates ~~the~~in four brand-centric ~~organizational~~reporting ~~structure~~units ~~previously~~that ~~announced~~are inaligned ~~the Current Report on Form 8-K filed~~ with ~~the~~its ~~Securities~~organizational ~~and~~structure ~~Exchange~~based ~~Commission ("SEC")~~ on ~~January 17, 2017. This structure is built around~~ four global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances. The Company manufactures, ~~which~~markets ~~represent~~and ~~the~~sells ~~Company's~~an ~~four~~extensive ~~reporting~~array ~~segments. As~~of abeauty ~~result,~~and ~~segment~~personal ~~financial~~care ~~data~~products ~~for~~worldwide, ~~the~~including ~~year~~color ~~ended~~cosmetics; ~~December~~fragrances; ~~31,~~skin ~~2017~~care; ~~has~~hair ~~been~~color, ~~recast~~hair ~~from~~care ~~what~~and ~~was~~hair ~~presented~~treatments; inbeauty ~~previous~~tools; ~~filings~~men's ~~and~~grooming ~~presented~~products; ~~under~~anti-perspirant ~~the~~deodorants; ~~new~~and ~~organizational~~other ~~structure~~beauty care products.

As of December 31, ~~2018~~2019, the Company’s operations ~~continue~~are ~~to be~~ organized into the following reportable segments:

• Revlon - The Revlon segment is comprised of the Company's flagship Revlon brands. Revlon segment products are primarily marketed, distributed and sold in the mass retail channel, large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department stores, professional hair and nail salons, one-stop shopping beauty retailers and specialty cosmetic stores in the U.S. and internationally under brands such as Revlon in color cosmetics; Revlon ColorSilk and Revlon Professional in hair color; and Revlon in beauty tools.

• Elizabeth Arden - The Elizabeth Arden segment is comprised of the Company's Elizabeth Arden branded products. The Elizabeth Arden segment markets, distributes and sells fragrances, skin care and color cosmetics primarily to prestige retailers, department and specialty stores, perfumeries, boutiques, e-commerce sites, the mass retail channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce website, in the U.S. and internationally, under brands such as Elizabeth Arden Ceramide, Prevage, Eight Hour, SUPERSTART, Visible Difference and Skin Illuminating in the Elizabeth Arden skin care brands; and Elizabeth Arden White Tea, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue and Elizabeth Arden Green Tea in Elizabeth Arden fragrances.1

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

•Elizabeth ~~Portfolio~~Arden - The ~~Company’s~~Elizabeth ~~Portfolio~~Arden segment ~~markets,~~is ~~distributes~~comprised ~~and sells a comprehensive line~~ of ~~premium, specialty and mass products primarily to~~ the ~~mass~~Company's ~~retail~~Elizabeth ~~channel,~~Arden ~~hair~~branded ~~and nail salons and professional salon distributors in the U~~products.S. The ~~and~~Elizabeth ~~internationally~~Arden ~~and~~segment ~~large volume retailers~~markets, ~~specialty~~distributes and ~~department~~sells ~~stores~~fragrances, ~~under~~skin ~~brands~~care ~~such as Almay~~ and ~~SinfulColors in~~ color cosmetics; ~~American~~primarily ~~Crew in men’s grooming products (which are also sold direct-~~to~~-consumer~~ onprestige ~~its americancrew.com website); CND in nail polishes~~retailers, ~~gel~~department ~~nail color~~ and ~~nail~~specialty ~~enhancements;~~stores, ~~Cutex~~perfumeries, ~~nail~~boutiques, ~~care products; Pure Ice in nail polishes; and Mitchum in anti~~e-~~perspirant~~commerce ~~deodorants.~~sites, ~~The~~the ~~Portfolio~~mass ~~segment~~retail ~~also~~channel, ~~includes~~travel aretailers ~~multi-cultural~~and ~~hair~~distributors, ~~care~~as ~~line~~well ~~consisting~~as ofdirect ~~Creme~~sales ofto ~~Nature~~consumers ~~hair~~via ~~care~~its ~~products,~~Elizabeth ~~which~~Arden ~~are~~branded ~~sold~~retail instores ~~both professional salons~~ and inelizabetharden.com ~~large~~e-commerce ~~volume retailers and other retailers~~website, ~~primarily~~ in the U.S.; and ainternationally, ~~body~~under ~~care~~brands ~~line~~such ~~under~~as ~~the~~Elizabeth ~~Natural~~Arden ~~Honey~~Ceramide, ~~brand~~Prevage, ~~and~~Eight ~~hair~~Hour, ~~color~~SUPERSTART, ~~line~~Visible ~~under~~Difference ~~the~~and ~~Llongueras~~Skin ~~brand~~Illuminating ~~(licensed~~in ~~from~~the aElizabeth ~~third~~Arden ~~party)~~skin ~~that~~care ~~are~~brands; ~~both~~and ~~sold~~Elizabeth inArden ~~the~~White ~~mass~~Tea, ~~retail~~Elizabeth ~~channel~~Arden Red Door, ~~large~~Elizabeth ~~volume~~Arden ~~retailers~~5th Avenue and ~~other~~Elizabeth ~~retailers,~~Arden ~~primarily~~Green Tea in ~~Spain~~Elizabeth Arden fragrances.

•Portfolio ~~Fragrances~~ - The ~~Fragrances~~Company’s Portfolio segment ~~includes the development~~markets, ~~marketing~~distributes and ~~distribution~~sells ofa ~~certain~~comprehensive ~~owned~~line ~~and~~of ~~licensed fragrances~~premium, asspecialty ~~well~~and asmass ~~the~~products ~~distribution~~primarily ofto ~~prestige~~the ~~fragrance~~mass ~~brands~~retail ~~owned~~channel, byhair ~~third~~and ~~parties.~~nail ~~These~~salons ~~products~~and ~~are~~professional ~~typically~~salon ~~sold~~distributors ~~to retailers~~ in the U.S. and internationally, ~~including~~and ~~prestige~~large volume retailers, specialty ~~stores,~~and ~~e-commerce~~department ~~sites,~~stores ~~the~~under ~~mass~~brands ~~retail~~such ~~channel,~~as ~~travel~~Almay ~~retailers~~ and ~~other~~SinfulColors ~~international~~in ~~retailers.~~color ~~The~~cosmetics; ~~owned~~American ~~and~~Crew ~~licensed~~in ~~fragrances~~men’s ~~include~~grooming ~~brands~~products ~~such as Juicy Couture~~ (which are also sold direct-to-consumer on its ~~juicycouturebeauty~~americancrew.com website),; ~~Britney~~CND ~~Spears,~~in ~~Elizabeth~~nail ~~Taylor~~polishes, ~~Curve,~~gel ~~John~~nail ~~Varvatos,~~color ~~Christina~~and ~~Aguilera,~~nail ~~Giorgio~~enhancements; ~~Beverly~~Cutex ~~Hills,~~nail Edcare ~~Hardy,~~products; ~~Charlie,~~and ~~Lucky~~Mitchum ~~Brand,~~in ~~Paul~~anti-perspirant ~~Sebastian,~~deodorants. ~~Alfred~~The ~~Sung,~~Portfolio ~~Jennifer~~segment ~~Aniston,~~also ~~Mariah~~includes ~~Carey,~~a ~~Halston,~~multi-cultural ~~Geoffrey~~hair ~~Beene~~care line consisting of Creme of Nature hair care products, Lawhich ~~Perla~~are sold in both professional salons and in large volume retailers and other retailers, ~~White~~primarily ~~Shoulders~~in the U.S.; and a hair color line under the Llongueras brand (licensed from a third party) that is sold in the mass retail channel, ~~AllSaints~~large volume retailers and ~~Wildfox~~other retailers, primarily in Spain.

~~For~~•Fragrances ~~certain~~- ~~information~~The ~~regarding~~Fragrances ~~the~~segment ~~Company's~~includes ~~segments'~~the ~~performance~~development, ~~foreign~~marketing and ~~domestic~~distribution ~~operations~~of certain owned and ~~classes~~licensed fragrances, as well as the distribution of ~~similar~~prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, ~~refer~~including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as: (i) Juicy Couture (which are also sold direct-to-consumer ~~Note~~on 17its juicycouturebeauty.com website), ~~"Segment~~John ~~Data~~Varvatos and ~~Related~~AllSaints ~~Information~~in prestige fragrances; (ii) Britney Spears," toElizabeth ~~the~~Taylor, ~~Company’s~~Christina ~~Audited~~Aguilera, ~~Consolidated~~Jennifer ~~Financial~~Aniston ~~Statements~~and Mariah Carey in ~~this~~celebrity ~~Annual~~fragrances; ~~Report~~and on(iii) ~~Form~~Curve, ~~10-K~~Giorgio ~~for~~Beverly ~~the~~Hills, ~~fiscal~~Ed ~~year~~Hardy, ~~ended~~Charlie, ~~December~~Lucky 31Brand, ~~2018~~‹PS› (~~the~~logo ~~"2018~~of ~~Form~~former ~~10-K"~~Paul Sebastian brand), Alfred Sung, Halston, Geoffrey Beene and White Diamonds in mass fragrances.

3For certain information regarding the Company's segments' performance, foreign and domestic operations and classes of similar products, refer to Note 17, "Segment Data and Related Information," to the Company’s Audited Consolidated Financial Statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Form 10-K").

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Products

The following table sets forth the Company's principal brands that are included in its Revlon, Elizabeth Arden, Portfolio and Fragrances segments by product category:

Segment

~~COSMETICS~~

~~HAIR~~

~~MEN'S GROOMING~~COSMETICS

~~BEAUTY TOOLS~~

~~FRAGRANCES~~

HAIR

~~ANTI-PERSPIRANT DEODORANTS~~

~~SKIN CARE / BODY CARE~~

MEN'S GROOMING

BEAUTY TOOLS

FRAGRANCES

ANTI-PERSPIRANT DEODORANTS

SKIN CARE / BODY CARE

~~Owned~~

Licensed*

Owned

Licensed*

Revlon

~~Revlon~~

~~Revlon ColorSilk~~

Revlon

~~Revlon~~

Revlon ColorSilk

Revlon

~~Revlon ColorStay~~

~~Revlon Professional~~

Revlon ColorStay

Revlon Professional

Elizabeth Arden

~~Elizabeth Arden~~

Elizabeth Arden

~~Elizabeth Arden White Tea~~

~~Visible Difference~~

Elizabeth Arden White Tea

Visible Difference

~~Elizabeth Arden 5th Avenue~~

~~Elizabeth Arden Ceramide~~

Elizabeth Arden 5th Avenue

Elizabeth Arden Ceramide

~~Elizabeth Arden Green Tea~~

~~Elizabeth Arden Pro~~

Elizabeth Arden Green Tea

Elizabeth Arden Pro

~~Elizabeth Arden Red Door~~

~~Prevage~~

Elizabeth Arden Red Door

Prevage

~~Elizabeth Arden Always Red~~

~~Skin Illuminating~~

Elizabeth Arden Always Red

Skin Illuminating

~~Eight Hour~~

Eight Hour

~~SUPERSTART~~

SUPERSTART

Portfolio

~~CND~~

~~Creme of Nature~~

~~American Crew~~CND

Creme of Nature

~~Mitchum~~

~~Gatineau~~

American Crew

Mitchum

Gatineau

~~Almay~~

~~Intercosmo~~

~~d:fi~~Almay

Intercosmo

~~Natural Honey~~

d:fi

~~SinfulColors~~

~~Orofluido~~

SinfulColors

Orofluido

Pure Ice

Llongueras*

Cutex

Llongueras*

Cutex

Fragrances

Curve

Juicy Couture

Fragrances

Curve

Juicy Couture

Giorgio Beverly Hills

John Varvatos

Giorgio Beverly Hills

Britney Spears

Charlie

AllSaints

Charlie

Elizabeth Taylor

Halston

Britney Spears

Halston

John Varvatos

Jean Naté

Christina Aguilera

Jean Naté

Christina Aguilera

‹PS›**

Elizabeth Taylor

Ed Hardy

White Diamonds

Jennifer Aniston

Lucky Brand

Mariah Carey

Paul Sebastian

Alfred Sung

Ed Hardy

Jennifer Aniston

Lucky Brand

Mariah Carey

Geoffrey Beene

La Perla

White Shoulders

AllSaints

Wildfox

*Licensed from a third party

4** Logo of former Paul Sebastian brand.

The Company operates in four operating segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which represent the Company's four reporting segments. For certain information regarding the Company's segments and domestic and foreign operations, refer to Note 17, "Segment Data and Related Information," to the Company’s Audited Consolidated Financial Statements in this 2019 Form 10-K. Further information on the Company's brands by segment appears below.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

The Company operates in four operating segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which represent the Company's four reporting segments. For certain information regarding the Company's segments and domestic and foreign operations, refer to Note 17, "Segment Data and Related Information," to the Company’s Audited Consolidated Financial Statements in this Form 10-K. Further information on the Company's brands by segment appears below.

Revlon Segment:

The Company’s Revlon segment includes cosmetics, hair color and hair care, beauty tools and skin care products sold in approximately 150 countries in the mass retail channel, large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department stores, professional hair and nail salons, one-stop shopping beauty retailers and specialty cosmetics stores in the U.S. and internationally.

Cosmetics - The Company manufactures and markets a broad range of cosmetics, including face, lip, eye and nail products. Certain of the Company’s products incorporate patented, patent-pending or proprietary technology into their production, formulation or design. See "Research and Development" for more information.

• Revlon: The Company sells a broad range of cosmetics under its flagship Revlon brand, which are designed to fulfill consumer wants and needs and are principally priced in the upper range for large volume retailers. The Revlon brand is comprised of face makeup, including foundation, powder, blush and concealers; lip makeup, including lipstick, lip gloss and lip liner; eye makeup, including mascaras, eyeliners, eye shadows and brow products; and nail color and nail care lines. Revlon products include innovative formulas and attractive colors that appeal to a wide range of consumers. The following are the key brands within the Revlon segment:

◦ Revlon ColorStay offers consumers a full range of products with long-wearing technology in face, lip, and eye;

◦ Revlon PhotoReady products that are offered in face and eye makeup and are designed with innovative photochromatic pigments that bend and reflect light to give a flawless, airbrushed appearance in any light;

◦ Revlon Age Defying, which consists of face makeup for women in the over-35 age bracket, with ingredients to help reduce the appearance of fine lines and wrinkles;

◦ Revlon Ultra HD, which is a liquid-based lip color offered globally;

◦ Revlon Super Lustrous, which is the Company’s flagship wax-based ~~lipcolor~~lip color and is offered in a wide variety of shades of lipstick and lip gloss; and

◦ Revlon Mascara, which consists of a collection of five mascaras, each with a distinct lash benefit including lash definition, length, volume, magnified volume and length and a high impact all-in-one formula.

Hair - The Company sells hair color, hair care and hair treatment products primarily under the Company's Revlon ColorSilk and Revlon Professional franchises.

• Revlon ColorSilk hair color and hair care products are sold throughout the world in the mass retail channel to large volume retailers and other retailers and provide radiant, long-lasting color that leaves hair nourished, hydrated and ultra-conditioned.

• Revlon Professional includes hair color, hair care and hair treatment products that are distributed exclusively to professional salons, salon professionals and salon distributors and are sold in more than 85 countries. Revlon Professional is synonymous with innovation, fashion and technology to service the most creative salon professionals and their clients. Revlon Professional salon hair color and hair care products include Revlonissimo, Eksperience, Nutri Color Creme, UniqOne and Revlon Professional Equave.

Beauty tools - The Company sells Revlon beauty tools, which include nail, eye and manicure and pedicure grooming tools, eye lash curlers and a full line of makeup brushes under the Revlon brand name.

Elizabeth Arden Segment:

The Elizabeth Arden segment is comprised of the Company's Elizabeth Arden branded products. The Elizabeth Arden segment markets, distributes and sells fragrances, skin care and color cosmetics primarily to prestige retailers, department and specialty stores, perfumeries, boutiques, e-commerce sites, the mass retail channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce website, in the U.S. and internationally.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

The Elizabeth Arden segment is comprised of skin care, color cosmetics and fragrances under the Elizabeth Arden brand, including the following:

Skin Care: Elizabeth Arden sells skin care and color cosmetics products including Visible Difference, Ceramide, SUPERSTART, Prevage, Eight Hour and Skin Illuminating.

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REVLON, INC. AND SUBSIDIARIES

Fragrances: The Elizabeth Arden segment produces fragrances including Elizabeth Arden 5th Avenue, Elizabeth Arden White Tea, Elizabeth Arden Red Door and Elizabeth Arden Green Tea.

Portfolio Segment:

The Company’s Portfolio segment includes a comprehensive lineup of products sold to hair and nail salons and professional salon distributors, including hair color, shampoos, conditioners, styling products, nail polishes and nail enhancements. The Portfolio segment also includes a multi-cultural line of products sold in both professional salons, large volume retailers and mass retailers.

• American Crew and d:fi: The Company sells men’s shampoos, conditioners, gels and other hair care and men's grooming products for use and sale by professional salons under the American Crew brand name. In 2018, the American Crew brand expanded into the prestige channel with the launch of the men's skin and body care line, American Crew Acumen and has introduced the American Crew TechSeries product lineup. American Crew is the "Official Supplier to Men" of quality grooming products that provide the ultimate usage experience and enhance a man’s personal image. American Crew is the leading salon brand created specifically for men and is sold in more than 70 countries (as well as being sold direct-to-consumer on its americancrew.com website). The Company also sells unisex hair products under the d:fi brand, which is a value-priced full line of cleansing, conditioning and styling products.

• Almay: The Company’s Almay brand consists of hypo-allergenic, dermatologist-tested, fragrance-free cosmetics and skin care products. The Almay brand is comprised of face makeup, including foundation, pressed powder, primer and concealer; eye makeup, including eye shadows, mascaras and eyeliners; lip makeup; and makeup removers. Key brands within Almay include Almay Smart Shade in face; Almay One Coat in eye; and Almay Color + Care in lip. The Almay brand also has a significant makeup remover business under the core Almay brand name.

• SinfulColors ~~and Pure Ice~~: In addition to color cosmetics under SinfulColors, the Company’s SinfulColors ~~and~~brand ~~Pure~~consists ~~Ice brands consist~~ primarily of value-priced nail enamels, available in many bold, vivid and on-trend colors.

• Cutex: The Company's Cutex brand consists of a full range of nail care products, including nail polish remover, nail enamels, nail tools and hand and nail care treatments.

• CND: The Company sells nail enhancement systems, nail polishes, gel nail color and treatment products and services for use by the professional nail salon industry under the CND brand name. CND-branded professional nail, hand and foot care products are sold in more than 50 countries and the Company recently introduced the CND brand into mass retail through CVS stores. CND nail products include:

◦ CND Shellac brand 14+ day nail color system, which delivers 14+ days of flawless wear, superior color and mirror shine with zero dry-time and no nail damage. The CND Shellac system is a true innovation in chip-free, extended-wear nail color. In 2018, the Company launched CND Shellac Luxe, a 2-step gel polish system that is ready to remove in 60 seconds with no nail damage; and

◦ CND Vinylux weekly polish, a breakthrough nail polish that uses a patent-pending technology and lasts approximately a week. While ordinary polishes become brittle and deteriorate over time, CND Vinylux dries with exposure to natural light to a flawless finish and strengthens its resistance to chips over time.

• Mitchum: The Company's Mitchum brand consists of anti-perspirant deodorant products for men and women, with patented ingredients that provide consumers with up to 48 hours of protection.

• The Company sells professional hair products under brand names such as Orofluido and Intercosmo, as well as under the premium priced Llongueras brand (licensed from a third party) in Spain. Multi-cultural hair-care products are sold under the Creme of Nature brand, primarily in the U.S., to professional salons, large volume retailers and other retailers.

• The Company also sells certain skin care products in the U.S. and internationally under various regional brands, including the Company's ~~Natural Honey and~~ Gatineau ~~brands~~brand.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Fragrances Segment:

The Company's Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as : (i) Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Elizabeth Taylor, ~~Curve~~Christina Aguilera, ~~John~~Jennifer ~~Varvatos,~~Aniston ~~Christina~~and ~~Aguilera~~Mariah Carey in celebrity fragrances; and (iii) Curve, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, ‹PS› (logo of former Paul Sebastian brand), Alfred Sung, ~~Jennifer Aniston, Mariah Carey,~~ Halston, Geoffrey Beene, Laand ~~Perla,~~ White ~~Shoulders,~~Diamonds ~~AllSaints and~~in ~~Wildfox~~mass fragrances.

The Company also distributes approximately 100 additional prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers and specialty stores and mass retailers, including mid-tier and chain drug retailers, e-commerce sites and other international and travel retailers.

Marketing

The Company uses various marketing techniques depending on the brand, type of product or target customer, among other variables. For its mass retail products, the Company markets its extensive product lines covering a broad range of price points within large volume retailers and e-commerce sites in the U.S. and within large volume retailers and other retailers internationally. The Company uses social media and other digital marketing, television, outdoor and print advertising and public relations and influencer marketing, as well as point-of-sale merchandising, including displays and samples, coupons and other trial incentives. The Company coordinates its marketing and advertising campaigns for new product launches and innovation with an omni-channel approach. The Company develops, jointly with retailers, customized, tailored point-of-purchase and other focused marketing programs.

The Company also uses cooperative advertising programs, Company-paid or Company-subsidized demonstrators and coordinates in-store promotions and displays. Other marketing strategies, including trial-size products and couponing, are designed to introduce the Company's newest products to consumers and encourage trial and purchase in-store.

For Elizabeth Arden products, the Company’s approach is focused on generating strong retailer and consumer demand across its key brands. The Company emphasizes a competitive marketing mix for each brand and implements plans that are designed to ensure that each brand's positioning is carried through consistently across all consumer touch points. The Company is increasingly leveraging new media, such as social networking and mobile and digital applications, along with traditional consumer reach vehicles, such as television and magazine print advertising, to engage with its consumers through their personally-preferred technologies. Marketing programs for the Company's Elizabeth Arden brands are also integrated with significant cooperative advertising programs that the Company plans and executes with its retailers, often linked with new product innovation and promotions.

For products primarily sold to professional salons and distributors, the Company markets products through educational seminars on such products' application methods and consumer benefits. In addition, the Company uses professional trade advertising, social media and other digital marketing, displays and samples to communicate to professionals and consumers the quality and performance characteristics of its products. In some countries, the Company's direct sales force provides customers with point of sale communication and merchandising for its professional products.

The Company believes that its presence in professional salons benefits the marketing and sale of its products sold through other channels, such as mass retailers or specialty stores, as it enables the Company to improve many of its other product categories, such as hair color, hair care, nail color, nail care and skin care. The presence of regional brands internationally provides the Company with broader brand, geographic coverage and retail diversification beyond large volume retailers, among others.

Additionally, the Company maintains many brand-specific websites, such as www.revlon.com, www.elizabetharden.com, www.almay.com, www.revlonprofessional.com, www.americancrew.com, www.cnd.com and www.mitchum.com, devoted to the Revlon, Elizabeth Arden, Almay, Revlon Professional, American Crew, CND and Mitchum brands, respectively. Each of these websites features product and promotional information for the brands and are updated regularly to stay current with the Company's new product launches and other marketing, advertising and promotional campaigns. The Company sells direct-to-consumer on-line through its elizabetharden.com ~~website and~~, ~~in 2018, launched direct-to-consumer on-line selling capabilities through its~~ americancrew.com and juicycouturebeauty.com websites.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Research and Development

The Company believes that it is an industry leader in the development of innovative and technologically-advanced cosmetics and beauty products. The Company's marketing and research and development groups identify consumer needs and shifts in consumer preferences in order to develop new products, introduce line extensions and promotions and redesign or reformulate existing products to satisfy these needs and preferences. The Company's research and development group is comprised of departments specialized in the technologies critical to many of the Company's product lines. The Company also utilizes specialty laboratories and manufacturers in its supply chain for the development of certain new products, such as fragrances and skin care. The Company continues to refine its rigorous process for the ongoing development and evaluation of new product concepts, led by executives in marketing, sales, research and development, and including input from operations, law and finance. This process has created a comprehensive, long-term portfolio strategy that is intended to optimize the Company's ability to regularly launch innovative new product offerings and to effectively manage the Company’s product portfolio.

The Company operates an extensive research and development facility in Edison, New Jersey for products under brands such as Revlon, Almay and Elizabeth Arden. The Company also has research facilities for its professional products in the U.S. (in California and Florida), Spain and Mexico. The scientists at these various facilities are responsible for performing all of the Company’s research and development activities for new products, ideas, concepts and packaging. The Company’s package development and engineering function is also part of the greater research and development organization and fosters a strong synergy of package and formula development, which is integral to a product’s success. The research and development group performs extensive safety and quality testing on the Company’s products, including toxicology, microbiology, efficacy and package testing. Additionally, quality control testing is performed at each of the Company’s manufacturing facilities.

As of December 31, ~~2018~~2019, the Company employed approximately 200 people in its research and development activities, including specialists in pharmacology, toxicology, chemistry, microbiology, engineering, biology, dermatology and quality control.

Manufacturing and Related Operations and Raw Materials

During ~~2018~~2019, the Company’s products were primarily produced at the Company’s facilities in the U.S. (North Carolina and Florida), South Africa, Spain, Italy and Mexico, and at third-party facilities around the world. A significant portion of Elizabeth Arden products were also produced by third-party suppliers and contract manufacturers in the U.S. and Europe.

The Company continually reviews its manufacturing needs against its manufacturing capacities to identify opportunities to reduce costs and operate more efficiently. The Company purchases raw materials and components throughout the world, and continuously pursues reductions in cost of goods through the global sourcing of raw materials and components from qualified vendors, utilizing its purchasing capacity to optimize cost reductions. The Company’s global sourcing strategy for materials and components from qualified vendors is also designed to ensure that the Company maintains a continuous supply of high-quality raw materials and components. The Company believes that alternate sources of raw materials and components exist and does not anticipate any significant shortages of, or difficulty in obtaining, such materials.

As previously disclosed, the Company's 2018 net sales were negatively impacted by service level disruptions that occurred at the Company's Oxford, N.C. manufacturing facility resulting from the Company's launch of a new SAP enterprise resource planning ("ERP") system. This launch impacted the Company's ability to manufacture certain quantities of finished goods and fulfill shipments to retail customers in the U.S. and internationally and caused the Company to incur substantial costs during 2018 to remediate the decline in customer service levels. As of December 31, 2018, the Oxford, N.C. manufacturing facility ~~was~~had resumed operating at pre-SAP levels and the Company was continuing to re-fill inventories across its retail partners, particularly internationally. (See Item 1A. "Risk Factors - "The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

~~Distribution~~7

The Company's products are sold in approximately 150 countries across six continents. The Company utilizes a dedicated sales force in countries where the Company maintains operations, and also utilizes sales representatives and independent distributors to serve certain territories and retailers. (See Item 1A. "Risk Factors - 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, prospects, results of operations, financial condition and/or cash flows" and "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

United States. Net sales in the U.S. accounted for approximately 48% of the Company's 2018 net sales, which were made in multiple channels, including mass and prestige retail, e-commerce sites and specialty cosmetics stores. The Company also sells a broad range of beauty products to U.S. Government military exchanges and commissaries. The Company licenses its Revlon trademark to select manufacturers for complementary beauty-related products and accessories that the Company believes have the potential to extend the Company's brand names and image. The Elizabeth Arden and Red Door trademarks are also licensed to a third party for the operation of the Elizabeth Arden Red Door Spa beauty salons and spas. As of December 31, 2018, 9 of such licenses were in effect for 16 categories of beauty and fashion-related products and services. Pursuant to such licenses, the Company retains strict control over product design and development, product and service quality, advertising and the use of its trademarks. These licensing arrangements offer opportunities for the Company to generate revenues and cash flow through royalties and renewal fees, some of which are prepaid from time-to-time.Distribution

The Company's ~~sells~~products ~~its~~are ~~products~~sold ~~through~~in ~~the~~approximately ~~mass~~150 ~~retail~~countries ~~channel,~~across ~~prestige~~six ~~retailers,~~continents. ~~perfumeries,~~The ~~boutiques,~~Company ~~department~~utilizes ~~and~~a ~~specialty~~dedicated ~~stores,~~sales ~~travel~~force ~~retailers~~in ~~and~~countries ~~distributors,~~where asthe ~~well~~Company asmaintains ~~direct~~operations, ~~sales~~and toalso ~~consumers~~utilizes ~~via~~sales ~~its~~representatives ~~Elizabeth~~and ~~Arden~~independent ~~branded~~distributors ~~retail~~to ~~stores~~serve ~~and~~certain ~~e-commerce~~territories ~~business~~and retailers. In ~~2018,~~(See ~~the~~Item ~~Company~~1A. ~~launched~~Risk ~~direct~~Factors -~~to-consumer~~ "The Company depends on~~-line~~ ~~selling~~a ~~capabilities~~limited tonumber ~~its~~of ~~elizabetharden.com~~customers ~~website. Retail~~for ~~merchandisers~~a ~~maintain~~large portion of its net sales, and the ~~Company's~~loss ~~point-~~of~~-sale~~ ~~wall~~one ~~displays~~or ~~intended~~more toof ~~ensure~~these ~~that~~customers ~~high-selling~~could ~~SKUs~~reduce ~~are~~the inCompany's ~~stock~~net sales and tohave ~~ensure~~a ~~the~~material ~~optimal~~adverse ~~presentation~~effect ofon the Company's ~~products~~business, inprospects, ~~retailers. Products~~results ~~for~~of ~~use~~operations, infinancial ~~professional~~condition ~~salons~~and/or ~~are~~cash ~~sold~~flows" ~~primarily~~and ~~through~~"Competition ~~wholesale~~in the beauty ~~supply~~industry ~~distributors~~could inhave a material adverse effect on the UCompany's business, prospects, results of operations, financial condition and/or cash flows.S. ")

~~Outside of the~~ United States. Net sales ~~outside~~in the U.S. accounted for approximately 5247% of the Company's ~~2018~~2019 net sales, which were made in multiple channels, including mass and prestige retail, e-commerce sites and specialty cosmetics stores. The ~~three~~Company ~~countries~~also ~~outside~~sells ~~the~~a broad range of beauty products to U.S. ~~with~~Government ~~the~~military ~~highest~~exchanges ~~net~~and ~~sales~~commissaries. ~~were~~The ~~Canada,~~Company ~~Spain~~licenses ~~and~~its ~~Australia~~Revlon ~~which~~trademark ~~together~~to ~~accounted~~select manufacturers for ~~approximately~~complementary ~~13%~~beauty-related ofproducts and accessories that the Company believes have the potential to extend the Company's ~~2018~~brand ~~net~~names ~~sales~~and image. ~~The~~ ~~Company~~As ~~distributes~~of ~~its~~December 31, ~~mass~~2019, ~~retail~~6 ~~products,~~of ~~prestige~~such ~~products~~licenses ~~and~~were ~~fragrances~~in ~~through~~effect ~~large~~for ~~volume~~18 ~~retailers,~~categories ~~chain~~of ~~drug~~beauty and ~~food~~fashion-related ~~stores,~~products ~~chemist~~and ~~shops,~~services. ~~hypermarkets,~~Pursuant ~~general~~to ~~merchandise~~such ~~stores~~licenses, ~~e-commerce~~the ~~sites,~~Company ~~television~~retains ~~shopping,~~strict ~~department~~control ~~and~~over ~~specialty~~product ~~stores~~design and development, ~~one-stop~~product ~~shopping~~and ~~beauty~~service ~~retailers~~quality, ~~perfumeries,~~advertising ~~boutiques,~~and ~~travel~~the ~~retailers~~use ~~and~~of ~~distributors~~its trademarks. ~~Products~~These licensing arrangements offer opportunities for ~~use~~the inCompany ~~professional~~to ~~hair~~generate revenues and ~~nail~~cash ~~salons~~flow through royalties and renewal fees, some of which are ~~sold~~prepaid ~~directly~~from time-to-time. During 2018, the ~~salons~~Company byentered into an agreement to re-acquire from its third-party licensee the ~~Company's~~rights ~~direct~~to ~~sales~~use ~~force~~the Elizabeth Arden and Red Door trademarks in ~~countries~~connection ~~where~~with itoperating ~~has~~beauty ~~operations~~salons and ~~through~~spas, ~~wholesale~~which ~~beauty~~rights ~~supply~~reverted ~~distributors~~to the Company in ~~other~~the ~~countries~~fourth ~~outside~~quarter ~~the~~of U2019.S.

AtThe ~~December 31~~Company sells its products through the mass retail channel, prestige retailers, perfumeries, boutiques, department and specialty stores, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and e-commerce business. In 2018, the Company ~~actively~~launched ~~sold~~direct-to-consumer on-line selling capabilities on its ~~products~~elizabetharden.com ~~through~~and ~~wholly-owned~~juicycouturebeauty.com ~~subsidiaries~~websites ~~established~~and in ~~approximately~~2019 25on ~~countries~~its ~~outside~~americancrew.com ofand ~~the~~fleshbeauty.com Uwebsites.~~S.,~~ asRetail ~~well~~merchandisers asmaintain ~~through~~the ~~joint~~Company's ~~ventures~~point-of-sale wall displays intended to ensure that high-selling SKUs are in ~~Asia~~stock and to ensure the ~~Middle~~optimal ~~East,~~presentation ~~and~~of ~~through~~the aCompany's ~~large~~products ~~number~~in ofretailers. Products ~~independent~~for ~~distributors~~use ~~and~~in ~~licensees~~professional ~~elsewhere~~salons ~~around~~are sold primarily through wholesale beauty supply distributors in the ~~world~~U.S.

Outside of the United States. Net sales outside the U.S. accounted for approximately 53% of the Company's 2019 net sales. The three countries outside the U.S. with the highest net sales were China, Australia and the U.K. which together accounted for approximately 14% of the Company's 2019 net sales. The Company distributes its mass retail products, prestige products and fragrances through large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department and specialty stores, one-stop shopping beauty retailers, perfumeries, boutiques, travel retailers and distributors. Products for use in professional hair and nail salons are sold directly to the salons by the Company's direct sales force in countries where it has operations and through wholesale beauty supply distributors in other countries outside the U.S.

At December 31, 2019, the Company actively sold its products through wholly-owned subsidiaries established in approximately 25 countries outside of the U.S., as well as through joint ventures in Asia and the Middle East, and through a large number of independent distributors and licensees elsewhere around the world.

Customers

The Company's principal customers for its mass retail products, prestige products and fragrances include large volume retailers and chain drug stores, including well-known retailers such as Walmart, CVS, Target, Kohl’s, Walgreens, TJ Maxx and Marshalls, department stores such as Macy’s, Dillard’s, Ulta, Belk, Sephora, Bloomingdales and Nordstrom in the U.S.; Shoppers DrugMart in Canada; A.S. Watson & Co. retail chains in Asia Pacific and Europe; Walgreens Boots Alliance in the U.S. and the U.K.; Debenhams and Superdrug Stores in the U.K.; as well as a range of specialty stores, perfumeries and boutiques such as The Perfume Shop, Hudson’s Bay, Shoppers Drug Mart, Myer, Douglas and various international and travel retailers such as Nuance, Heinemann and World Duty Free throughout various international regions, and e-commerce retailers such as Tmall in China.

The Company's principal customers for its professional products include Beauty Systems Group, Salon Centric and Ulta Salon, Cosmetics & Fragrance, as well as individual hair and nail salons and other distributors to professional salons.

As is customary in the industry, none of the Company’s customers isare under an obligation to continue purchasing products from the Company in the future.

Walmart and its affiliates worldwide accounted for approximately 15% of the Company's 2018 consolidated net sales. The Company expects that Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. (See Item 1A. Risk Factors - "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, prospects, results of operations, financial condition and/or cash flows.")8

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REVLON, INC. AND SUBSIDIARIES

Walmart and its affiliates worldwide accounted for approximately 15% of the Company's 2019 consolidated net sales. The Company expects that Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. (See Item 1A. Risk Factors - "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, prospects, results of operations, financial condition and/or cash flows.")

Competition

The Company's cosmetics, fragrance, skin care, hair and beauty care products business categories are highly competitive. The Company competes primarily by:

• developing quality products with innovative performance features, shades, finishes, components and packaging;

• educating consumers, retail customers and salon professionals about the benefits of the Company’s products;

•anticipating and responding to changing consumer, retail customer and salon professional 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 customers by providing relevant products and executing effective pricing, incentive and promotional programs and marketing campaigns, as well as social media and influencer marketing activities;

•ensuring product availability through effective planning and replenishment collaboration with the Company's customers;

•providing strong and effective advertising, marketing, promotion, social media, influencer and merchandising support;

•leveraging e-commerce, social media and mobile commerce initiatives and developing an effective omni-channel strategy to optimize the opportunity for consumers to interact with and purchase the Company's products both on-line and in brick and mortar outlets;

•maintaining an effective sales force and distributor network; and

•obtaining and retaining sufficient retail display and floor space, optimal in-store positioning and effective presentation of its products on-shelf.

The Company competes in selected product categories against numerous multi-national manufacturers, as well as with expanding private label and store-owned brands, particularly in the mass retail channel. In addition to products sold in large volume retailers, distributors, wholesalers, professional salons and demonstrator-assisted retailers, the Company's products also compete with products sold in prestige and department stores, television shopping, door-to-door, specialty stores, one-stop shopping beauty retailers, e-commerce sites, perfumeries and other distribution outlets. The Company's competitors include, among others, L'Oréal S.A., The Procter & Gamble Company, The Estée Lauder Companies Inc., Coty Inc., Shiseido Co., Johnson & Johnson, Kao Corp., Henkel AG & Co., Unilever PLC/Unilever N.V., Beiersdorf AG, Chanel S.A., L Brands, Inc., AmorePacific Corporation, Johnson & Johnson, LG Household & Healthcare, Natura & Co./Avon Products, Colgate-Palmolive Company, Puig, Mary Kay Inc., Hand & Nail Harmony, Inc., Oriflame Holding AG, Markwins International Corporation, Sephora (a division of LVMH Moët Henessy Louis Vuitton SE), Boots UK Limited, e.l.f. Beauty, Inc. The Company also competes to a growing extent against e-commerce focused micro-beauty brands, such as Glossier, Inc., NYX Cosmetics and Urban Decay Cosmetics (both acquired by L'Oréal), Anastasia Beverly Hills, Sigma Beauty, Benefit Cosmetics LLC (a subsidiary of LVMH), BECCA, Inc, and Too Faced Cosmetics, LLC (both acquired by Estée Lauder). (See Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

• anticipating and responding to changing consumer, retail customer and salon professional 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 customers by providing relevant products and executing effective pricing, incentive and promotional programs and marketing campaigns, as well as social media and influencer marketing activities;

• ensuring product availability through effective planning and replenishment collaboration with the Company's customers;

• providing strong and effective advertising, marketing, promotion, social media, influencer and merchandising support;

• leveraging e-commerce, social media and mobile commerce initiatives and developing an effective omni-channel strategy to optimize the opportunity for consumers to interact with and purchase the Company's products both on-line and in brick and mortar outlets;

• maintaining an effective sales force and distributor network; and

• obtaining and retaining sufficient retail display and floor space, optimal in-store positioning and effective presentation of its products on-shelf.

The Company competes in selected product categories against numerous multi-national manufacturers, as well as with expanding private label and store-owned brands, particularly in the mass retail channel. In addition to products sold in large volume retailers, distributors, wholesalers, professional salons and demonstrator-assisted retailers, the Company's products also compete with products sold in prestige and department stores, television shopping, door-to-door, specialty stores, one-stop shopping beauty retailers, e-commerce sites, perfumeries and other distribution outlets. The Company's competitors include, among others, L'Oréal S.A., The Procter & Gamble Company, The Estée Lauder Companies Inc., Avon Products, Inc. & New Avon LLC, Coty Inc., Shiseido Co., Johnson & Johnson, Kao Corp., Henkel AG & Co., Unilever PLC/Unilever N.V., Beiersdorf AG, Chanel S.A., L Brands, Inc., AmorePacific Corporation, Johnson & Johnson, LG Household & Healthcare, Natura & Co., Colgate-Palmolive Company, Puig, Mary Kay Inc., Hand & Nail Harmony, Inc., Oriflame Holding AG, Markwins International Corporation, Sephora (a division of LVMH Moët Henessy Louis Vuitton SE), Boots UK Limited, e.l.f. Beauty, Inc. The Company also competes to a growing extent against e-commerce focused micro-beauty brands, such as Glossier, Inc., NYX Cosmetics and Urban Decay Cosmetics (both acquired by L'Oréal), Anastasia Beverly Hills, Sigma Beauty, Benefit Cosmetics LLC (a subsidiary of LVMH), BECCA, Inc, and Too Faced Cosmetics, LLC (both acquired by Estée Lauder). (See Item 1A. "Risk Factors - Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Patents, Trademarks and Proprietary Technology

The Company considers trademark protection to be very important to its business. The Company’s trademarks are registered in the U.S. and in approximately 150 other countries. The Company’s significant trademarks include: (i) in the Company’s Revlon segment, Revlon, Revlon ColorStay, Revlon ColorSilk, Revlon PhotoReady, Revlon Super Lustrous and Revlon Professional; (ii) in the Company’s Elizabeth Arden segment, Elizabeth Arden, Prevage, Eight Hour, SuperStart, Visible Difference, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue, Elizabeth Arden Always Red, Elizabeth Arden White Tea and Elizabeth Arden Green Tea; (iii) in the Company’s Portfolio segment, Almay, Almay Smart Shade, American Crew, CND, CND Shellac Luxe, CND Vinylux, SinfulColors, ~~Pure Ice,~~ Mitchum, Cutex, Intercosmo, Orofluido, Creme of Nature, ~~Gatineau~~ and ~~Natural Honey~~Gatineau; and (iv) in the Company’s Fragrances segment, owned marks such as Curve, Giorgio Beverly Hills, Charlie, Halston, Jean Naté, ‹PS› (logo of former Paul Sebastian brand), Untold, and White Diamonds, as well as licensed trademarks such as Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), John Varvatos and AllSaints in prestige fragrances; Britney Spears, Elizabeth Taylor, ~~John Varvatos,~~ Christina Aguilera, Jennifer Aniston and Mariah Carey in celebrity fragrances; and Ed Hardy, Lucky Brand, Alfred Sung~~, Jennifer~~ ~~Aniston,~~and ~~Mariah Carey,~~ Geoffrey Beene, Lain ~~Perla,~~mass ~~AllSaints and Wildfox~~fragrances. The Company regularly renews its trademark registrations in the ordinary course of business.

The Company utilizes certain proprietary and/or patented technologies in the formulation, packaging and/or manufacture of a number of the Company’s products, including, among others, Revlon Age Defying cosmetics, Almay Smart Shade makeup, Revlon ColorSilk hair color, the Prevage skin care ~~line~~products, Mitchum anti-perspirant deodorants, CND Shellac Luxe nail color systems and CND Vinylux nail polishes. The Company considers its proprietary technology and patent protection to be important to its business.

10The Company files patent applications in the ordinary course of business for certain of the Company’s new technologies. In general, utility patents are enforceable for up to 20 years from the patent application filing date, subject to paying periodic maintenance fees. The patents that the Company currently owns expire at various times between 2020 and 2037 and the Company expects to continue to file patent applications for certain of its technologies in the ordinary course of business.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

The Company files patents in the ordinary course of business on certain of the Company’s new technologies. Utility patents in the U.S. are enforceable for at least 20 years and international patents are enforceable for 20 years. The patents that the Company currently has in place expire at various times between 2019 and 2036 and the Company expects to continue to file patent applications on certain of its technologies in the ordinary course of business.

Government Regulation

The Company is subject to regulation by the Federal Trade Commission (the "FTC") and the Food and Drug Administration (the "FDA") in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the European Union (the "EU"), Canada and other countries in which the Company operates. The Company’s Oxford, North Carolina manufacturing facility is registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics and other beauty-care products that contain over-the-counter drug ingredients, such as sunscreens, anti-perspirant deodorants and anti-dandruff hair-care products. Compliance with federal, state, local and foreign laws and regulations pertaining to the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not anticipated to have, a material effect on the Company's capital expenditures, earnings or competitive position. Regulations in the U.S., the EU, Canada and in other countries in which the Company operates that are designed to protect consumers or the environment have an increasing influence on the Company's product claims, ingredients and packaging. (See "Item 1A. Risk Factors - "The Company's products are subject to federal, state and international regulations that could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Employees

As of December 31, ~~2018~~2019, the Company employed approximately 7,~~300~~100 people, of which approximately 1920% were covered by collective bargaining agreements. The Company's total employee population includes the impacts of integration initiatives in connection with the EA Integration Restructuring Program and the 2018 Optimization Program (as hereinafter described), including the impacts of insourcing efforts. The Company believes that its employee relations are satisfactory.

Available Information

The public may access materials that the Company files with the Securities and Exchange Commission ("SEC"), including, without limitation, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, on the SEC's website at http://www.sec.gov. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports are also available free of charge on the Company's Internet website at http://www.revloninc.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

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REVLON, INC. AND SUBSIDIARIES

Item 1A. Risk Factors

In addition to the other information in this report, investors should consider carefully the following risk factors when evaluating the Company’s business. For definitions of certain capitalized terms used in this Form 10-K referring to the Company's debt facilities, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Long-Term Debt Instruments" of this 2019 Form 10-K.

~~Products~~Revlon ~~Corporation’s~~is ~~substantial~~a ~~indebtedness~~holding ~~could~~company ~~adversely~~with ~~affect~~no ~~the~~business ~~Company’s~~ operations of its own and ~~flexibility~~is dependent on its subsidiaries to pay certain expenses and dividends. In addition, shares of the capital stock of Products Corporation’, Revlon's ~~ability~~wholly-owned operating subsidiary, are pledged by Revlon to ~~service~~secure its ~~debt~~obligations under the 2016 Credit Agreements and the 2019 Term Loan Facility.

~~Products~~Revlon ~~Corporation~~is ~~has~~ a ~~substantial~~holding ~~amount~~company ofwith ~~outstanding~~no ~~indebtedness. As~~business operations of ~~December 31,~~its ~~2018~~own. ~~the Company’~~Revlon's ~~total~~only ~~indebtedness~~material ~~was~~asset ~~$3,142.5~~is ~~million~~all ~~(or~~of ~~$3,085.1~~the ~~million~~outstanding ~~net~~capital stock of ~~discounts~~Products ~~and debt issuance costs)~~Corporation, ~~including:~~Revlon's ~~(i)~~wholly-owned ~~$450~~operating ~~million~~subsidiary, inthrough ~~aggregate~~which ~~principal~~Revlon ~~amount~~conducts of its 6business operations.~~25%~~ As ~~Senior~~such, ~~Notes;~~Revlon's ~~(ii)~~net ~~$500~~income ~~million~~has inhistorically ~~aggregate~~consisted ~~principal~~predominantly ~~amount~~ of its ~~5.75%~~equity ~~Senior~~in ~~Notes;~~the ~~(iii)~~net ~~$293.5~~loss ~~million~~ of ~~secured~~Products ~~indebtedness~~Corporation, ~~under~~which ~~Tranche~~for A2019 ofand ~~its~~2018 ~~2016~~was ~~Revolving Credit Facility; (iv)~~ $41151.5 2 million ofand ~~secured indebtedness under Tranche B of its 2016 Revolving Credit Facility; (v)~~ $289.1 million,~~759.5~~ ~~million~~respectively (in ~~aggregate~~each ~~principal~~case ~~amount~~excluding ~~of secured indebtedness under its 2016 Term Loan Facility; (vi)~~ $887.3 9 million ~~in aggregate principal amount of secured indebtedness under its 2018 Asset-Based Term Facility;~~ and ~~(vii)~~ $96.7 3 million, ~~in aggregate principal amount of other indebtedness. In addition~~respectively, asin ofexpenses ~~such~~primarily ~~date~~related ~~Products Corporation would have had the ability~~ to ~~incur~~Revlon anbeing ~~additional~~a ~~$96.4~~public ~~million~~holding ~~of secured indebtedness under its 2016 Revolving Credit Facility~~company). IfRevlon ~~the Company~~ is ~~unable~~dependent toon ~~maintain~~the orearnings ~~increase its profitability~~ and cash flow of, and ~~sustain~~dividends ~~such~~and ~~results~~distributions ~~in future periods~~from, itProducts ~~could~~Corporation ~~adversely~~to ~~affect~~pay ~~the Company'~~Revlon’s ~~operations~~expenses ~~and~~incidental ~~Products~~to ~~Corporation's~~being ~~ability~~a topublic ~~service~~holding ~~its~~company ~~debt~~ and~~/or~~ ~~comply~~to ~~with~~pay ~~the~~any ~~financial~~cash ~~and/~~dividend or ~~operating~~distribution ~~covenants~~on ~~under~~ its ~~various~~Class ~~debt~~A ~~instruments.~~Common ~~(See~~Stock ~~also~~in ~~Item~~each ~~1A.~~case ~~Risk~~that ~~Factors~~may -be ~~"Restrictions~~authorized ~~and~~by ~~covenants in Products Corporation~~Revlon’s ~~various~~Board ~~debt instruments limit its ability to take certain actions and impose consequences in the event~~ of ~~failure to comply~~Directors.")

Products Corporation may not generate sufficient cash flow to pay dividends or distribute funds to Revlon because, for example, Products Corporation may not generate sufficient cash or net income; state laws may restrict or prohibit Products Corporation from issuing dividends or making distributions unless Products Corporation has sufficient surplus or net profits, which Products Corporation may not have; or because contractual restrictions, including negative covenants contained in Products Corporation’s various debt instruments, may prohibit or limit such dividends or distributions.

The terms of Products Corporation's 2016 Credit Agreements, the indentures governing Products Corporation's 6.25% Senior Notes due 2024 (the "6.25% Senior Notes Indenture" and the "6.25% Senior Notes," respectively) and 5.75% Senior Notes due 2021 (the "5.75% Senior Notes Indenture" and the "5.75% Senior Notes," respectively, and, together with the 6.25% Senior Notes Indenture, the "Senior Notes Indentures" and the "Senior Notes," respectively) and the 2019 Term Loan Facility (as hereinafter defined) generally restrict Products Corporation from paying dividends or making distributions to Revlon, except in limited circumstances. For example, Products Corporation is permitted to pay dividends and make distributions to Revlon to enable Revlon to, among other things, maintain its existence and its ownership of Products Corporation, such as paying professional fees (e.g., legal, accounting and insurance fees), regulatory fees (e.g., SEC filing fees and NYSE listing fees), pay certain taxes and other expenses related to being a public holding company and, subject to certain limitations, to pay dividends, if any, on Revlon’s outstanding securities or make distributions in certain circumstances to finance Revlon’s purchase of shares of its Class A Common Stock issued in connection with the delivery of such shares to grantees under the Fourth Amended and Restated Revlon, Inc. Stock Plan, as amended. These limitations therefore restrict Revlon's ability to pay dividends on its Class A Common Stock.

All of the shares of Products Corporation’s capital stock held by Revlon are pledged to secure Revlon’s guarantee of Products Corporation's obligations under its 2016 Credit Agreements and the 2019 Term Loan Facility. A foreclosure upon the shares of Products Corporation's common stock would result in Revlon no longer holding its only material asset, would have a material adverse effect on the holders and price of Revlon’s Class A Common Stock and would be a change of control under Products Corporation’s other debt instruments. (See also Item 1A. Risk Factors - "Shares of Revlon Class A Common Stock and Products Corporation's capital stock are pledged to secure various of Revlon'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 Products Corporation's 2016 Senior Credit Facilities, 2018 Foreign Asset-Based Term Facility, 2019 Term Loan Facility, Amended 2019 Senior Line of Credit Facility and/or its Senior Notes and could have other consequences.")

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Products Corporation’s substantial indebtedness could adversely affect the Company’s operations and flexibility and Products Corporation’s ability to service its debt.

Products Corporation has a substantial amount of outstanding indebtedness. As of December 31, 2019 the Company’s total indebtedness was $3,252.8 million (or $3,196.4 million net of discounts and debt issuance costs), including: (i) $450.0 million in aggregate principal amount of its 6.25% Senior Notes; (ii) $500.0 million in aggregate principal amount of its 5.75% Senior Notes; (iii) $230.9 million of secured indebtedness under Tranche A of its Amended 2016 Revolving Credit Facility; (iv) $41.5 million of secured indebtedness under Tranche B of its Amended 2016 Revolving Credit Facility; (v) $1,741.5 million in aggregate principal amount of secured indebtedness under its 2016 Term Loan Facility; (vi) $86.3 million in aggregate principal amount of secured indebtedness under its 2018 Foreign Asset-Based Term Facility (as hereinafter defined); (vii) $200.0 million in aggregate principal amount of secured indebtedness under its 2019 Term Loan Facility; (viii) nil in aggregate principal amount of indebtedness under its Amended 2019 Senior Line of Credit Facility (as hereinafter defined); and (ix) $2.6 million in aggregate principal amount of other indebtedness. In addition, as of such date Products Corporation would have had the ability to incur an additional $157.7 million of secured indebtedness under its Amended 2016 Revolving Credit Facility and $30.0 million in aggregate principal amount of indebtedness under its Amended 2019 Senior Line of Credit Facility. If the Company is unable to maintain or increase its profitability and cash flow and sustain such results in future periods, it could adversely affect the Company's operations and Products Corporation's ability to service its debt and/or comply with the financial and/or operating covenants under its various debt instruments. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.")

The Company is subject to the risks normally associated with substantial indebtedness, including the risk that the Company’s profitability and cash flow will be insufficient to meet required payments of principal and interest under Products Corporation’s various debt instruments, and the risk that Products Corporation will be unable to refinance existing indebtedness when it becomes due or, if it is unable to comply with the financial or operating covenants under its various debt instruments, to obtain any necessary consents, waivers or amendments or that the terms of any such refinancing and/or consents, waivers or amendments will be less favorable than the current terms of such indebtedness. Products Corporation’s substantial indebtedness could also have the effect of:

• limiting the Company’s ability to fund (including by obtaining additional financing) the costs and expenses of executing the Company’s business initiatives, future working capital, capital expenditures, advertising, promotional and/or marketing expenses, new product development costs, purchases and reconfigurations of wall displays, acquisitions, and related integration costs, investments, restructuring programs and other general corporate purposes;

• 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 necessary for executing the Company’s business initiatives and for other general corporate purposes;

• placing the Company at a competitive disadvantage compared to its competitors that have less debt;

• exposing the Company to potential events of default (if not cured or waived) under the financial and operating covenants contained in Products Corporation’s various debt instruments;

• 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.

Although agreements governing Products Corporation’s indebtedness, including the 2016 Credit Agreements, ~~and~~ the Senior Notes Indentures and the 2019 Term Loan Agreement (as hereinafter defined), limit Products Corporation’s ability to borrow funds, under certain circumstances Products Corporation is allowed to borrow a significant amount of additional money, some of which, in certain circumstances and subject to certain limitations, could be secured indebtedness. To the extent that more debt, whether secured or unsecured, is added to the Company's current debt levels, the risks described above would increase further. See “Recent Developments – 2020 Refinancing Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors.

Tranche B under the 2016 Revolving Credit Facility matures no later than April 2020; the 5.75% Senior Notes mature in February 2021; the 2018 Asset-Based Term Facility matures in July 2021; Tranche A under the 2016 Revolving Credit Facility matures no later than September 2021; the 2016 Term Loan Facility matures no later than September 2023; and the 6.25% Senior Notes mature in August 2024. Products Corporation currently anticipates that, in order to pay the principal amount of its outstanding indebtedness upon the occurrence of any event of default, or to repurchase any of the Senior Notes if a change of control occurs, or in the event that Products Corporation’s cash flows from operations are insufficient to allow it to pay the principal amount of its indebtedness by their respective maturity dates, the Company will be required to refinance some or all of Products Corporation’s indebtedness, seek to sell assets or operations, seek to sell additional debt securities of Products Corporation and/or seek additional capital contributions or loans from MacAndrews & Forbes, Revlon or from the Company’s other affiliates and/or third parties. The Company may be unable to take any of these actions due to a variety of commercial or market factors or constraints in Products Corporation’s various debt instruments, including, for example, market conditions being unfavorable for an equity or debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of Products Corporation’s various debt instruments then in effect, including restrictions on the incurrence of additional debt, incurrence of liens, asset dispositions and/or related party transactions included in such debt instruments. Such actions, if ever taken, may not enable the Company to satisfy its cash requirements if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be.

None of the Company’s affiliates are required to make any capital contributions, loans or other payments to Products Corporation regarding its obligations on its indebtedness. Products Corporation may not be able to pay the principal amount of its indebtedness using any of the above actions because, under certain circumstances, the 2016 Credit Agreements, the 2018 Asset-Based Term Agreement, the Senior Notes Indentures, any of Products Corporation's other debt instruments and/or the debt instruments of Products Corporation’s subsidiaries then in effect may not permit the Company to take such actions. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply").

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors.

Tranche B under the Amended 2016 Revolving Credit Facility matures no later than April 2020; the Amended 2019 Senior Line of Credit Facility matures on December 31, 2020; the 5.75% Senior Notes mature in February 2021; the 2018 Foreign Asset-Based Term Facility matures in July 2021; Tranche A under the Amended 2016 Revolving Credit Facility matures no later than September 2021; the 2019 Term Loan Facility matures no later than August 2023; the 2016 Term Loan Facility matures no later than September 2023; and the 6.25% Senior Notes mature in August 2024. Also, while the 2019 Term Loan Facility is scheduled to mature no later than August 2023, its maturity would accelerate to the earliest of: (y) the 180th day prior to the maturity of Products Corporation’s existing 2016 Term Loan Facility, if any loans under the 2016 Term Loan Facility remain outstanding and have not been replaced or refinanced by such date; and (z) the date of any springing maturity of the 2016 Term Loan Facility (i.e., the 91^st day prior to the maturity of the 5.75% Senior Notes due February 15, 2021 if any 5.75% Senior Notes remain outstanding by such date). Tranche A of the Amended 2016 Revolving Credit Facility has a springing maturity similar to the 2016 Term Loan Facility. For a more complete description of the maturities of these debt instruments, including events that could accelerate their respective maturities, see Note 9, “Debt” to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K. See also, “Recent Developments – 2020 Refinancing Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Products Corporation currently anticipates that, in order to pay the principal amount of its outstanding indebtedness upon the occurrence of any event of default, or to repurchase any of the Senior Notes if a change of control occurs, or in the event that Products Corporation’s cash flows from operations are insufficient to allow it to pay the principal amount of its indebtedness by their respective maturity dates, the Company will be required to refinance some or all of Products Corporation’s indebtedness, seek to sell assets or operations, seek to sell additional Revlon equity, seek to sell debt securities of Revlon or Products Corporation and/or seek additional capital contributions or loans from MacAndrews & Forbes or from the Company’s other affiliates and/or third parties. The Company may be unable to take any of these actions due to a variety of commercial or market factors or constraints in Products Corporation’s various debt instruments, including, for example, market conditions being unfavorable for an equity or debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of Products Corporation’s various debt instruments then in effect, including restrictions on the incurrence of additional debt, incurrence of liens, asset dispositions and/or related party transactions included in such debt instruments. Such actions, if ever taken, may not enable the Company to satisfy its cash requirements if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be.

None of the Company’s affiliates are required to make any capital contributions, loans or other payments to Products Corporation regarding its obligations on its indebtedness, other than the Amended 2019 Senior Line of Credit Facility. Products Corporation may not be able to pay the principal amount of its indebtedness using any of the above actions because, under certain circumstances, the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the 2019 Term Loan Agreement, the Senior Notes Indentures, any of Products Corporation's other debt instruments and/or the debt instruments of Products Corporation’s subsidiaries then in effect may not permit the Company to take such actions. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply").

The future state of the credit markets, including any volatility and/or tightening of the credit markets and reduction in credit availability, could adversely impact the Company’s ability to refinance or replace, in whole or in part, Products Corporation’s outstanding indebtedness by their respective maturity dates, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.

The agreements that govern Products Corporation's indebtedness, including the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the 2019 Term Loan Agreement and Products Corporation's Senior Notes Indentures, contain a number of significant restrictions and covenants that limit Products Corporation’s ability (subject in each case to certain exceptions) to, among other things:

• borrow money;

• use assets as security in other borrowings or transactions;

• pay dividends on stock or purchase stock;

• sell assets and use the proceeds from such sales;

• enter into certain transactions with affiliates;

• make certain investments;

• prepay, redeem or repurchase specified indebtedness; and

• permit restrictions on the payment of dividends to Products Corporation by its subsidiaries.

These covenants affect Products Corporation’s operating flexibility by, among other things, restricting its ability to incur indebtedness that could be used to fund the costs of executing the Company’s business initiatives and to grow the Company’s business, as well as to fund general corporate purposes.

Certain breaches under the 2016 Credit Agreements, the 2018 Asset-Based Term Agreement and/or the Senior Notes Indentures would permit the Company’s lenders to accelerate amounts outstanding thereunder. The acceleration of amounts outstanding under the 2016 Senior Credit Facilities, the 2018 Asset-Based Term Facility and/or the Senior Notes Indentures would in certain circumstances constitute an event of default under the other instruments permitting amounts outstanding under such instruments to be accelerated. In addition, holders of the Senior Notes may require Products Corporation to repurchase their notes in the event of a change of control under the applicable indenture and a change of control would be an event of default under the 2016 Credit Agreements and the 2018 Asset-Based Term Agreement. Products Corporation may not have sufficient funds at the time of any such breach or change of control to repay, in full or in part, amounts outstanding under the 2016 Senior Credit Facilities or the 2018 Asset-Based Term Facility or to repay, repurchase or redeem, in full or in part, the Senior Notes.

Events beyond the Company’s control could impair the Company’s operating performance, which could affect Products Corporation’s ability to comply with the terms of Products Corporation’s debt instruments. Such events may include decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company's products as a result of increased competitive activities by the Company’s competitors and/or decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or among sales channels, such as due to any further consumption declines that the Company has experienced; inventory management by the Company's customers; inventory de-stocking by certain retail customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, those for pension expense under its benefit plans, restructuring programs and related severance expenses, acquisitions and related integration costs, capital expenditures, costs related to litigation, advertising, promotional and/or marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the Company's anticipated level of expenses.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

~~Under such circumstances~~•prepay, ~~Products~~redeem ~~Corporation may be unable to comply with the requirements of one~~ or ~~more~~repurchase ofspecified its various debt instruments, including any financial covenants in the 2016 Credit Agreements. If Products Corporation is unable to satisfy such requirements at any future time, Products Corporation would need to seek an amendment or waiver of such requirements. The respective lenders under the 2016 Credit Agreements may not consent to any amendment or waiver requests that Products Corporation may make in the future, indebtedness; and~~, if they do consent, they may only do so on terms that are unfavorable to Products Corporation and/or Revlon.~~

If Products Corporation is unable to obtain any such waiver or amendment, Products Corporation's inability to meet the requirements of the 2016 Credit Agreements would constitute an event of default under such agreements, which, under certain circumstances, would •permit ~~the~~restrictions ~~bank~~on ~~lenders to accelerate~~ the repayment of the 2016 Senior Credit Facilities, and, under certain circumstances, would constitute an event of default under the 2018 Asset-Based Term Agreement and the Senior Notes Indentures. An event of default under the Senior Notes Indentures would permit the respective Notes Trustee or the Requisite Note Holders to accelerate payment of ~~the~~dividends ~~principal and accrued, but unpaid, interest on the respective Senior Notes. An event of default under the 2018 Asset-Based Term Agreement, under certain circumstances, would permit the bank lenders~~ to ~~accelerate~~Products ~~the~~Corporation ~~repayment~~by ofits ~~such facility~~subsidiaries.

~~Products~~These ~~Corporation’s~~covenants ~~assets~~affect ~~and/or cash flows and/or that of~~ Products Corporation’s ~~subsidiaries~~operating ~~may~~flexibility ~~not be sufficient to fully repay borrowings under its various debt instruments~~by, ~~either~~among ~~upon~~other ~~maturity or if accelerated upon an event of default or change of control~~things, ~~and~~restricting ~~if the Company is required to repay, repurchase and/or redeem, in whole or in part, amounts outstanding under~~ its ~~2016~~ability ~~Senior Credit Facilities, the 2018 Asset-Based Term Facility and/or its Senior Notes, it may be unable~~ to ~~refinance~~incur ~~or restructure the payments on such debt. Further, if the Company is unable to repay, refinance or restructure its~~ indebtedness ~~under~~that ~~the 2016 Senior Credit Facilities and/or the 2018 Asset-Based Term Facility, the lenders~~ could ~~proceed~~be ~~against~~used ~~the collateral securing that indebtedness, subject~~ to ~~certain~~fund ~~conditions and limitations as set forth in~~ the ~~related~~costs ~~intercreditor agreements and collateral agreements. As described above, the consequences~~ of ~~complying~~executing ~~with~~ the ~~foregoing restrictions, covenants and limitations under the~~ Company’s ~~various~~business ~~debt~~initiatives ~~instruments~~and ~~could~~to ~~have~~grow ~~a material adverse effect on~~ the Company’s business, ~~prospects,~~as ~~results~~well ofas ~~operations,~~to ~~financial~~fund ~~condition~~general ~~and/or~~corporate ~~cash flows~~purposes.

~~Limits~~Certain onbreaches ~~Products~~under ~~Corporation'~~the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the 2019 Term Loan Agreement, the Amended 2019 Senior Line of Credit Agreement and/or the Senior Notes Indentures would permit the Company’s ~~borrowing~~lenders ~~capacity~~to accelerate amounts outstanding thereunder. The acceleration of amounts outstanding under the 2016 ~~Revolving~~Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility, the 2019 Term Loan Facility, the Amended 2019 Senior Line of Credit Facility and/or the Senior Notes would in certain circumstances constitute an event of default under the other instruments permitting amounts outstanding under such instruments to be accelerated. See “Recent Developments – 2020 Refinancing Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, holders of the Senior Notes may require Products Corporation to repurchase their notes in the event of a change of control under the applicable indenture and a change of control would be an event of default under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term ~~Facility~~Agreement and the 2019 Term Loan Agreement. Products Corporation may ~~affect~~not have sufficient funds at the ~~Company's~~time ~~ability~~of any such breach or change of control to ~~finance~~repay, ~~its~~in ~~operations~~full or in part, amounts outstanding under the 2016 Senior Credit Facilities, the 2019 Term Loan Facility, the Amended 2019 Senior Line of Credit Facility or the 2018 Asset-Based Term Facility or to repay, repurchase or redeem, in full or in part, the Senior Notes.

AtEvents ~~December 31,~~beyond ~~2018~~the Company’s control could impair the Company’s operating performance, which could affect Products Corporation’s ~~had~~ability ~~$335~~to ~~million~~comply ~~outstanding~~with ~~under~~ the ~~2016~~terms ~~Revolving~~of ~~Credit~~Products ~~Facility~~Corporation’s ~~and~~debt ~~$88~~instruments.3 Such ~~million~~events ~~outstanding~~may ~~under~~include decreased consumer spending in response to weak economic conditions or weakness in the ~~2018~~consumption ~~Asset-Based~~of ~~Term~~beauty ~~Facility. While~~products in one or more of the ~~2016~~Company's ~~Revolving~~segments; ~~Credit~~adverse ~~Facility~~changes ~~provides~~in ~~for~~tariffs, upforeign tocurrency ~~$441.5~~exchange ~~million~~rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of ~~commitments,~~the Company's products as a result of increased competitive activities by the Company’s ~~ability~~competitors and/or decreased performance by third-party suppliers, whether due to ~~borrow~~shortages ~~funds~~of ~~under~~raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or among sales channels, such ~~facility~~as isdue ~~limited~~to any further consumption declines that the Company has experienced; inventory management by athe ~~borrowing~~Company's ~~base~~customers; ~~determined~~inventory ~~relative~~de-stocking toby certain retail customers; space reconfigurations or reductions in display space by the ~~value,~~Company's ~~from~~customers; ~~time~~retail store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-~~time~~commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, those for pension expense under its benefit plans, restructuring programs and related severance expenses, acquisitions and related integration costs, capital expenditures, costs related to litigation, advertising, promotional and/or marketing activities or for sales returns related to any reduction of ~~certain~~space ~~eligible~~by ~~assets.~~the Company's customers, product discontinuances or otherwise, exceed the Company's anticipated level of expenses.

~~While~~Under ~~the~~such ~~2018~~circumstances, ~~Asset-Based~~Products ~~Term~~Corporation ~~Facility~~may ~~provides~~be ~~for~~unable ato ~~euro-denominated~~comply ~~senior~~with ~~secured~~the ~~asset-based~~requirements ~~term~~of ~~loan~~one ~~facility~~or inmore anof ~~aggregate~~its ~~principal~~various ~~amount~~debt ~~of €77 million~~instruments, ~~the~~including ~~full~~any ~~amount~~financial ofcovenants ~~which~~in ~~was~~the ~~funded~~2016 onCredit Agreements and the ~~closing~~2019 ofTerm ~~the~~Loan ~~facility~~Agreement. inIf ~~July~~Products ~~2018,~~Corporation ~~the~~is ~~2018~~unable ~~Asset-Based~~to ~~Term~~satisfy ~~Agreement~~such ~~requires~~requirements ~~the~~at ~~maintenance~~any offuture atime, ~~borrowing~~Products ~~base~~Corporation ~~supporting~~would ~~the~~need ~~borrowing~~to ~~thereunder,~~seek ~~based~~an onamendment ~~the~~or ~~sum~~waiver of: ~~(i) 85% of~~such ~~eligible~~requirements. ~~accounts~~The ~~receivable;~~respective ~~and~~lenders ~~(ii) 90% of~~under the ~~net~~2016 ~~orderly~~Credit ~~liquidation~~Agreements ~~value~~and/or ofthe ~~eligible~~2019 ~~inventory,~~Term inLoan ~~each~~Agreement ~~case~~may ~~with~~not ~~respect~~consent to ~~certain~~any ofamendment or waiver requests that Products Corporation’s ~~subsidiaries~~may ~~organized~~make in ~~Australia,~~the ~~Bermuda~~future, ~~Germany~~and, ~~Italy,~~if ~~Spain~~they ~~and~~do ~~Switzerland~~consent, ~~subject~~they may only do so on terms that are unfavorable to ~~certain~~Products ~~customary~~Corporation ~~availability~~and/or ~~reserves~~Revlon.

~~Under~~If Products Corporation is unable to obtain any such waiver or amendment, Products Corporation's inability to meet the requirements of the 2016 ~~Revolving~~Credit Agreements and/or the 2019 Term Loan Agreement would constitute an event of default under such agreements, which, under certain circumstances, would permit the bank lenders to accelerate the repayment of the 2016 Senior Credit Facilities and the 2019 Term Loan Facility, and, under certain circumstances, would constitute an event of default under the 2018 Foreign Asset-Based Term ~~Facility~~Agreement, ifthe Amended 2019 Senior Line of Credit Agreement and the ~~value~~Senior Notes Indentures. An event of default under the ~~Company's~~Senior ~~eligible~~Notes ~~assets~~Indentures iswould ~~not~~permit ~~sufficient~~the torespective ~~support~~Notes Trustee or the ~~full~~Requisite ~~borrowing~~Note ~~base~~Holders ~~under~~to accelerate payment of the ~~respective~~principal ~~facility~~and accrued, ~~Products~~but ~~Corporation~~unpaid, ~~will~~interest ~~not~~on ~~have~~the ~~complete~~respective ~~access~~Senior toNotes. ~~the~~An ~~entire~~event ~~commitment~~of ~~available~~default under ~~such~~the ~~facilities,~~Amended ~~but~~2019 ~~rather~~Senior ~~would~~Line ~~have~~of ~~access~~Credit toAgreement, aunder ~~lesser~~certain ~~amount~~circumstances, aswould ~~determined~~permit bythe lenders to accelerate the ~~borrowing~~repayment ~~base~~of such facility.

The Borrowers must prepay loans under the 2018 Asset-Based Term Facility to the extent that outstanding loans exceed its borrowing base. In lieu of a mandatory prepayment, the Loan Parties may deposit cash in an amount not to exceed 10% of the borrowing base into a designated U.S. bank account with the Agent that is subject to a control agreement (such cash, the "Qualified Cash"). If any such over-advance has not been cured within 60 days, the Qualified Cash may be applied, at the Agent’s option, to prepay the loans under the 2018 Asset-Based Term Facility. To the extent certain levels of availability are obtained during a certain period of time, the Borrowers can withdraw the Qualified Cash from such bank account. In addition, the 2018 Asset-Based Term Facility is subject to mandatory prepayments from the net proceeds from the incurrence by the Loan Parties of debt not permitted thereunder.

As Products Corporation continues to manage its working capital (including its inventory and accounts receivable, which are significant components of the eligible assets comprising the borrowing base), this could reduce the borrowing base under the 2016 Revolving Credit Facility and/or the 2018 Asset-Based Term Facility. Further, if Products Corporation borrows funds under the 2016 Revolving Credit Facility, subsequent changes in the value or eligibility of the assets within the borrowing base could require

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

Products Corporation’s assets and/or cash flows and/or that of Products Corporation’s subsidiaries may not be sufficient to ~~pay~~fully ~~down~~repay borrowings under its various debt instruments, either upon maturity or if accelerated upon an event of default or change of control, and if the Company is required to repay, repurchase and/or redeem, in whole or in part, amounts outstanding under ~~such~~its ~~facility~~2016 soSenior ~~that~~Credit ~~there~~Facilities, isthe no2018 ~~amount~~Foreign ~~outstanding~~Asset-Based inTerm ~~excess~~Facility, 2019 Term Loan Facility, Amended 2019 Senior Line of Credit Facility and/or its Senior Notes, it may be unable to refinance or restructure the ~~then-existing~~payments ~~borrowing~~on ~~base~~such debt. ~~Likewise,~~ ~~subsequent~~See ~~changes~~“Recent Developments – 2020 Refinancing Transactions” in ~~the~~Item ~~value~~7. or“Combined ~~eligibility~~Management’s Discussion and Analysis of ~~the~~Financial ~~assets~~Condition ~~within~~and Results of Operations.” Further, if the ~~borrowing~~Company ~~base~~is unable to repay, refinance or restructure its indebtedness under the 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility ~~could~~and/or ~~require~~the ~~Products~~2019 ~~Corporation~~Term toLoan ~~pay~~Facility, ~~down~~the ~~amounts~~lenders ~~outstanding~~could ~~under~~proceed ~~such~~against ~~facility~~the socollateral securing that ~~there~~indebtedness, issubject noto ~~amount~~certain ~~outstanding~~conditions inand ~~excess~~limitations ofas set forth in the ~~then-existing~~related ~~borrowing~~intercreditor ~~base~~agreements and collateral agreements. As described above, ~~which~~the consequences of complying with the foregoing restrictions, ~~unlike~~covenants and limitations under the ~~2016~~Company’s ~~Revolving~~various ~~Credit~~debt ~~Facility~~instruments could have a material adverse effect on the Company’s business, ~~cannot~~prospects, beresults ~~re-borrowed~~of operations, financial condition and/or cash flows.

~~The~~Limits ~~Company’s~~on ~~ability~~Products toCorporation's ~~borrow~~borrowing capacity under the ~~2016~~Amended ~~Revolving Credit Facility is also conditioned upon its compliance with other covenants in the agreements that govern the~~ 2016 ~~Senior Credit Facilities. Because of these limitations, the Company may not always be able to meet its cash requirements with funds borrowed under the 2016~~ Revolving Credit Facility and~~/or~~ the 2018 Foreign Asset-Based Term Facility, ~~which~~may ~~could~~affect ~~have a material adverse effect on~~ the Company’'s ~~business,~~ability ~~prospects,~~to ~~results~~finance ofits operations~~, financial condition and/or cash flows~~.

IfAt ~~one~~December 31, or2019, ~~more~~Products ~~lenders~~Corporation ~~under~~had ~~the~~$272.4 million ~~2016~~in ~~Revolving~~aggregate ~~Credit~~borrowings ~~Facility~~outstanding ~~are~~under ~~unable~~the toAmended ~~fulfill~~2016 ~~their~~Revolving ~~commitment~~Credit toFacility ~~advance~~and ~~funds~~$86.3 million tooutstanding ~~Products Corporation~~ under ~~such facility, it would impact~~ the ~~Company’s~~2018 ~~liquidity~~Foreign ~~and,~~Asset-Based ~~depending~~Term ~~upon~~Facility. While the ~~amount~~Amended ~~involved~~2016 ~~and~~Revolving ~~the~~Credit ~~Company’s~~Facility ~~liquidity~~provides ~~requirements,~~for itup ~~could~~to ~~have~~$441.5 anmillion ~~adverse~~of ~~effect~~commitments, on the Company’s ability to ~~fund~~borrow ~~its~~funds ~~operations,~~under ~~which~~such ~~could~~facility ~~have~~is limited by a ~~material~~borrowing ~~adverse~~base ~~effect~~determined onrelative to the ~~Company’s business~~value, ~~prospects~~from time-to-time, ~~results~~ of ~~operations,~~certain ~~financial~~eligible ~~condition and/or cash flows~~assets.

AtWhile ~~December 31,~~the 2018, ~~the~~Foreign Asset-Based Term Facility provides for a euro-denominated senior secured asset-based term loan facility in an aggregate principal amount ~~outstanding~~of €77 ~~under~~million, the ~~2016~~full ~~Term~~amount ~~Loan~~of ~~Facility~~which was ~~$1,759.5~~funded ~~million,~~on ~~with~~the closing of the ~~Company~~facility ~~having~~in ~~liquidity~~July ~~position~~2018, the 2018 Foreign Asset-Based Term Agreement requires the maintenance of ~~$160.3~~a ~~million~~borrowing base supporting the borrowing thereunder, ~~consisting~~based on the sum of: (i) 85% of ~~$87.3~~eligible ~~million~~accounts receivable; and (ii) 90% of ~~unrestricted~~the ~~cash~~net ~~and~~orderly ~~cash~~liquidation ~~equivalents;~~value ~~(ii)~~of ~~$96.4~~eligible ~~million~~inventory, in ~~available~~each ~~borrowing~~case ~~capacity~~with ~~under~~respect to certain of Products Corporation'’s ~~2016~~subsidiaries ~~Revolving~~organized ~~Credit~~in ~~Facility;~~Australia, Bermuda, Germany, Italy, Spain and ~~less~~Switzerland, ~~(iii)~~subject ~~$23.4~~to ~~million~~certain ofcustomary ~~outstanding~~availability ~~checks~~reserves.

AUnder ~~substantial~~the ~~portion~~Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility, if the value of ~~Products~~the ~~Corporation~~Company's ~~indebtedness~~eligible assets is ~~subject~~not sufficient to ~~floating~~support ~~interest~~the ~~rates~~full borrowing base under the respective facility, Products Corporation will not have complete access to the entire commitment available under such facilities, but rather would have access to a lesser amount as determined by the borrowing base.

AThe ~~substantial~~Borrowers ~~portion~~must ofprepay loans under the ~~Products~~Amended ~~Corporation's~~2016 ~~indebtedness~~Revolving isCredit ~~subject~~Facility toand ~~floating~~the ~~interest~~2018 ~~rates,~~Foreign ~~which~~Asset-Based ~~makes~~Term Facility to the ~~Company~~extent ~~more~~that ~~vulnerable~~outstanding inloans exceed its respective borrowing base Under the ~~event~~2018 Foreign Asset-Based Term Facility, in lieu of ~~adverse~~a ~~economic~~mandatory ~~conditions~~prepayment, ~~increases~~the Loan Parties may deposit cash in ~~prevailing~~an ~~interest~~amount ~~rates~~not orto exceed 10% of the borrowing base into a ~~downturn~~designated inU.S. bank account with the ~~Company’s~~Agent ~~business~~that is subject to a control agreement (such cash, the "Qualified Cash"). As ofIf ~~December 31~~any such over-advance has not been cured within 60 days, ~~2018~~the Qualified Cash may be applied, $2at the Agent’s option,~~145~~ to prepay the loans under the 2018 Foreign Asset-Based Term Facility.2 ~~million~~To the extent certain levels of ~~Products~~availability ~~Corporation’s~~are ~~total~~obtained ~~indebtedness,~~during ora ~~approximately~~certain ~~70%~~period of ~~its~~time, ~~total~~the ~~indebtedness~~Borrowers can withdraw the Qualified Cash from such bank account. In addition, ~~was~~the 2018 Foreign Asset-Based Term Facility is subject to ~~floating~~mandatory ~~interest~~prepayments ~~rates~~from the net proceeds from the incurrence by the Loan Parties of debt not permitted thereunder.

As ofProducts ~~December 31,~~Corporation ~~2018,~~continues ~~the~~to ~~entire~~manage ~~$1,759.5~~its ~~million~~working incapital ~~aggregate~~(including ~~principal~~its ~~amount~~and ~~outstanding~~its ~~under~~subsidiaries ~~the~~inventory ~~2016~~and ~~Term~~accounts ~~Loan Facility bore interest~~receivable, ~~at Product Corporation’s option, at a rate per annum of LIBOR (~~which ~~has~~are asignificant ~~floor~~components of ~~0.75%)~~the ~~plus~~eligible aassets ~~margin~~comprising ofthe ~~3.5%~~borrowing ~~or an alternate~~ base ~~rate~~under ~~plus~~the aAmended ~~margin~~2016 ofRevolving ~~2.5%,~~Credit ~~payable~~Facility ~~quarterly,~~and atthe a2018 ~~minimum. As~~Foreign ofAsset-Based ~~December 31,~~Term ~~2018~~Facility), ~~$293.5~~this ~~million~~could inreduce ~~aggregate~~the ~~principal~~borrowing ~~amount~~base ~~outstanding~~ under ~~Tranche A of~~ the Amended 2016 Revolving Credit Facility ~~bore~~and/or ~~interest, at Products Corporation’s option, at a rate per annum equal to either: (i)~~ the ~~alternate~~2018 ~~base~~Asset-Based ~~rate~~Term ~~plus an applicable margin equal to 0~~Facility.~~25%~~ Further, ~~0.50%~~if ~~or 0.75%, depending on the average excess availability (based on the borrowing base as most recently reported by~~ Products Corporation toborrows ~~the~~funds ~~administrative~~under ~~agent from time-to-time); or (ii)~~ the ~~Eurocurrency~~Amended ~~rate~~2016 ~~plus~~Revolving anCredit ~~applicable~~Facility, ~~margin~~subsequent ~~equal~~changes toin ~~1.25%,~~the ~~1.5%~~value or ~~1.75%,~~eligibility ~~depending~~of on the ~~average~~assets ~~excess~~within ~~availability (based on~~ the borrowing base ascould ~~most~~require ~~recently reported by~~ Products Corporation to ~~the~~pay ~~administrative~~down ~~agent~~amounts ~~from~~outstanding ~~time-to-time). As~~under ofsuch ~~December 31,~~facility ~~2018,~~so ~~$41.5~~that ~~million~~there inis ~~aggregate~~no ~~principal~~ amount outstanding ~~under~~in ~~Tranche~~excess B of the ~~2016~~then-existing ~~Revolving~~borrowing ~~Credit Facility bore interest~~base. Likewise, atsubsequent ~~Products~~changes ~~Corporation’s~~in ~~option, at a rate per annum equal to either: (i)~~ the ~~alternate~~value ~~base rate plus an applicable margin equal to 1.5%, 1.75%~~ or ~~2.0%,~~eligibility ~~depending~~of on the ~~average~~assets ~~excess~~within ~~availability (based on~~ the borrowing base asunder ~~most recently reported by Products Corporation to~~ the ~~administrative~~2018 ~~agent~~Foreign ~~from time~~Asset-~~to-time); or~~Based ~~(ii)~~Term ~~the~~Facility ~~Eurocurrency~~could ~~rate~~require ~~plus~~Products anCorporation ~~applicable margin equal~~ to ~~2.5%,~~pay ~~2.75%~~down oramounts ~~3.0%,~~outstanding ~~depending~~under onsuch ~~the~~facility ~~average~~so ~~excess~~that ~~availability~~there ~~(based~~is onno ~~the~~amount ~~borrowing~~outstanding ~~base~~in asexcess ~~most~~of ~~recently reported by Products Corporation to~~ the ~~administrative agent from time~~then-~~to-time).~~existing ~~Under~~borrowing ~~Tranches~~base, Awhich, ~~and~~unlike ~~B of~~ the Amended 2016 Revolving Credit Facility, ~~the~~cannot ~~applicable~~be ~~margin increases as average excess availability thereunder decreases~~re-borrowed. ~~At December 31, 2018, LIBOR and the alternate base rate for the 2016 Term Loan Facility were 2.803% and 5.5%, respectively.~~

IfThe ~~any of LIBOR, the prime rate or the federal funds effective rate increases, Products Corporation~~Company’s ~~debt~~ability ~~service~~to ~~costs~~borrow ~~will~~under ~~increase to~~ the ~~extent~~Amended ~~that~~2016 ~~Products~~Revolving ~~Corporation~~Credit ~~has~~Facility ~~elected~~is ~~such~~also ~~rates~~conditioned ~~for~~upon its ~~outstanding~~compliance ~~loans.~~with ~~Based~~other oncovenants in the ~~amounts~~agreements ~~outstanding~~that ~~under~~govern the 2016 Senior Credit Facilities,. Because ~~the~~of ~~2018~~these ~~Asset-Based Term Facility and other short-term borrowings (which~~limitations, in the ~~aggregate,~~Company ~~are~~may ~~Products~~not ~~Corporation’s~~always ~~only~~be ~~debt~~able ~~currently subject~~ to ~~floating~~meet ~~interest~~its ~~rates)~~cash asrequirements ofwith ~~December 31,~~funds ~~2018,~~borrowed aunder ~~1% increase in LIBOR would increase~~ the ~~Company’s~~Amended ~~annual~~2016 ~~interest~~Revolving ~~expense~~Credit byFacility, ~~$22.1~~which ~~million. Increased debt service costs would adversely affect the Company’s cash flows and~~ could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

~~The~~If ~~Company's~~one ~~ability~~or tomore ~~service~~lenders ~~its~~under ~~debt~~the ~~and~~Amended ~~meet~~2016 ~~its~~Revolving ~~cash~~Credit ~~requirements~~Facility ~~depends~~are onunable ~~many~~to ~~factors,~~fulfill ~~including~~their ~~achieving~~commitment ~~anticipated~~to ~~levels~~advance offunds ~~revenue~~to ~~and~~Products ~~expenses. If~~Corporation under such ~~revenue~~facility, orit ~~expense~~would ~~levels~~impact ~~prove~~the toCompany’s beliquidity ~~other~~and, ~~than~~depending asupon ~~anticipated,~~ the ~~Company~~amount ~~may~~involved beand ~~unable~~the toCompany’s ~~meet~~liquidity ~~its cash~~ requirements, orit ~~Products~~could ~~Corporation~~have ~~may~~an beadverse ~~unable~~effect toon ~~meet~~ the ~~requirements~~Company’s ofability ~~the~~to ~~2016~~fund ~~Credit~~its ~~Agreements~~operations, which could have a material adverse effect on the Company'’s business, prospects, results of operations, financial condition and/or cash flows.

~~The~~At ~~Company currently expects that operating revenues~~December 31, ~~cash on hand~~2019, ~~and funds available for borrowing under~~ the ~~2016~~Company ~~Revolving~~had ~~Credit~~a ~~Facility~~liquidity ~~and~~position ~~other permitted lines~~ of ~~credit~~$278.7 ~~will~~million, beconsisting ~~sufficient~~of: to(i) ~~enable~~$104.3 ~~the~~million ~~Company~~of tounrestricted ~~cover~~cash ~~its~~and ~~operating expenses for 2019, including:~~ cash ~~requirements~~equivalents; ~~for~~(ii) ~~the~~$157.7 ~~payment~~million ~~of expenses~~ in ~~connection~~available ~~with~~borrowing ~~executing~~capacity ~~the~~under ~~Company~~Products Corporation's ~~business~~Amended ~~initiatives~~2016 ~~and~~Revolving ~~its~~Credit ~~advertising,~~Facility ~~promotional,~~(which ~~pricing~~had ~~and/or~~$272.4 ~~marketing~~million ~~plans;~~drawn ~~purchases~~at ofsuch ~~permanent wall displays~~date); ~~capital~~(iii) ~~expenditure~~$30 ~~requirements;~~million ~~debt service payments and costs; cash tax payments; pension and other post-retirement plan contributions; payments~~ in ~~connection~~available ~~with~~borrowing ~~the~~capacity ~~Company's~~under ~~restructuring programs (including, without limitation,~~ the EAAmended ~~Integration~~2019 ~~Restructuring~~Senior ~~Program~~Line ~~and~~of ~~the~~Credit ~~2018~~Facility, ~~Optimization~~which ~~Program);~~had ~~severance~~no ~~not~~borrowings ~~otherwise~~at ~~included~~such ~~in the Company's restructuring programs~~date; ~~business~~ and~~/or~~ ~~brand~~less ~~acquisitions~~ (~~including, without limitation, through licensing transactions~~iv), if$13.3 ~~any;~~million ~~debt~~of ~~and/or~~outstanding ~~equity~~checks. ~~repurchases,~~See if“Recent ~~any;~~Developments ~~costs~~– ~~related~~2020 toRefinancing ~~litigation;~~Transactions” ~~and payments~~ in ~~connection~~Item ~~with~~7. ~~discontinuing~~“Combined ~~non-core~~Management’s ~~business~~Discussion ~~lines~~ and~~/or~~ ~~exiting~~Analysis ~~and/or~~of ~~entering~~Financial ~~certain~~Condition ~~territories~~ and~~/or~~ ~~channels~~Results of ~~trade~~Operations.”

~~However,~~A ifsubstantial ~~the~~portion ~~Company's anticipated level~~ of ~~revenue~~Products ~~is not achieved because of, for example, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company~~Corporation's ~~segments;~~indebtedness ~~adverse~~is ~~changes~~subject into ~~tariffs,~~floating ~~foreign~~interest ~~currency exchange~~ rates, ~~foreign currency controls~~ and~~/or~~ ~~government-mandated pricing controls; decreased sales of~~ the ~~Company's~~potential ~~products~~discontinuation ~~as a result of increased competitive activities by the Company's competitors and/~~or ~~decreased~~replacement ~~performance by third-party suppliers, whether due to shortages~~ of ~~raw~~LIBOR ~~materials~~could orresult ~~otherwise; changes~~ in ~~consumer~~an ~~purchasing~~increase ~~habits, including with respect~~ to ~~retailer~~our ~~preferences~~interest and/or sales channels, such as due to the consumption declines in core beauty categories in the mass retail channel in North America, which continues to have a negative impact on net sales of Revlon color cosmetics and SinfulColors color cosmetics; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company's expenses, including, without limitation, those for pension expense under its benefit plans, capital expenditures, restructuring and severance costs (including, without limitation, for the EA Integration Restructuring Program and the 2018 Optimization Program), acquisition and integration costs, costs related to litigation, advertising, promotional or marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet its cash requirements. In addition, such developments, if significant, could reduce the Company's revenues and could have a material adverse effect on Products Corporation's ability to comply with the terms of the 2016 Credit Agreements. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants).

IfA substantial portion of the ~~Company~~Products Corporation's ~~operating~~indebtedness ~~revenues,~~is ~~cash~~subject onto ~~hand~~floating ~~and/or~~interest ~~funds~~rates, ~~available~~which ~~for~~makes ~~borrowing~~the ~~are~~Company ~~insufficient~~more tovulnerable ~~cover~~in the ~~Company's~~event ~~expenses~~of ~~and/or~~adverse ~~are~~economic ~~insufficient~~conditions, toincreases ~~enable~~in ~~Products~~prevailing ~~Corporation~~interest torates ~~comply~~or ~~with~~a ~~the~~downturn ~~requirements~~in of the ~~2016~~Company’s ~~Credit~~business. As ~~Agreements~~of December 31, ~~the~~2019, ~~Company~~$2,253.6 million ~~could~~of beProducts ~~required~~Corporation’s tototal ~~adopt~~indebtedness, ~~one~~ or ~~more~~approximately 71% of ~~the~~its ~~alternatives~~total ~~listed~~indebtedness, ~~below:~~was subject to floating interest rates.

•In ~~delaying~~July 2017, the ~~implementation~~U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. It is unclear whether or not LIBOR will cease to exist at that time (and if so, what reference rate will replace it) or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Certain of Products Corporation’s financing agreements, including its 2016 Term Loan Facility, the Amended 2016 Revolving Credit Facility and the 2019 Term Loan Facility are made at variable rates that use LIBOR as a benchmark for establishing the applicable interest rate. While the 2016 Credit Agreements contain limited “fallback” provisions providing for comparable or ~~revising~~successor ~~certain~~rates ~~aspects~~in the event LIBOR is unavailable, these provisions may not adequately address the actual changes to LIBOR or its successor rates. For example, if future rates based upon the successor reference rate (or a new method of calculating LIBOR) are higher than LIBOR rates as currently determined, it may have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. On the ~~Company's~~other hand, if future rates based upon the successor reference rate (or a new method of calculating LIBOR) are lower than LIBOR rates as currently determined, the lenders under such credit agreements may seek amendments to increase the applicable interest rate margins or invoke their right to require the use of the alternate base rate in place of LIBOR, which could result in an increase to our interest expense as discussed below. By contrast, the 2019 Term Loan Facility does not have provisions for selecting or requiring the alternative base rate, and therefore in the event that LIBOR is discontinued in the future and a comparable or successor rate is not approved by the required lenders under the 2019 Term Loan Facility, it may become necessary to amend the 2019 Term Loan Facility. More generally, a phase-out of LIBOR could cause market volatility or disruption and may adversely affect our access to the capital markets and cost of funding, which would have a material adverse effect on our business, ~~initiatives;~~prospects, results of operations, financial condition and/or cash flows.

•Similar ~~reducing~~considerations oras ~~delaying~~the ~~purchases~~ones ofdescribed ~~wall~~above ~~displays~~with respect to LIBOR as benchmark for establishing interest rates apply to EURIBOR. Our 2018 Foreign Asset-Based Term Facility is denominated in Euros and~~/or~~ ~~expenses~~the ~~related~~interest rate thereunder is tied to EURIBOR. To the ~~Company's~~extent ~~advertising~~that EURIBOR becomes unavailable, ~~promotional~~the ~~and/or~~agreement ~~marketing~~contains ~~activities;~~fallback provisions ultimately providing for a rate determined by the administrative agent as the all-in-cost of funds for borrowings denominated in Euros with maturities comparable to the interest period applicable to the loans under the 2018 Foreign Asset-Based Term Facility.

• reducing or delaying capital spending;

• implementing new restructuring programs;

• refinancing Products Corporation's indebtedness;

• selling assets or operations;

• seeking additional capital contributions and/or loans from MacAndrews & Forbes, Revlon, the Company's other affiliates and/or third parties;

• selling additional debt securities of Products Corporation; or

• reducing other discretionary spending.

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

As of December 31, 2019, the entire $1,741.5 million in aggregate principal amount outstanding under the 2016 Term Loan Facility bore interest, at Product Corporation’s option, at a rate per annum of LIBOR (which has a floor of 0.75%) plus a margin of 3.5% or an alternate base rate plus a margin of 2.5%, payable quarterly, at a minimum. At December 31, 2019, LIBOR and the alternate base rate for the 2016 Term Loan Facility were 4.75% and 1.908%, respectively. As of December 31, 2019, $230.9 million in aggregate principal amount outstanding under Tranche A of the Amended 2016 Revolving Credit Facility bore interest, at Products Corporation’s option, at a rate per annum equal to either: (i) the alternate base rate plus an applicable margin equal to 0.25%, 0.50% or 0.75%, depending on the average excess availability (based on the borrowing base as most recently reported by Products Corporation to the administrative agent from time-to-time); or (ii) the Eurocurrency rate plus an applicable margin equal to 1.25%, 1.5% or 1.75%, depending on the average excess availability (based on the borrowing base as most recently reported by Products Corporation to the administrative agent from time-to-time). As of December 31, 2019, $41.5 million in aggregate principal amount outstanding under Tranche B of the Amended 2016 Revolving Credit Facility bore interest, at Products Corporation’s option, at a rate per annum equal to either: (i) the alternate base rate plus an applicable margin equal to 1.5%, 1.75% or 2.0%, depending on the average excess availability (based on the borrowing base as most recently reported by Products Corporation to the administrative agent from time-to-time); or (ii) the Eurocurrency rate plus an applicable margin equal to 2.5%, 2.75% or 3.0%, depending on the average excess availability (based on the borrowing base as most recently reported by Products Corporation to the administrative agent from time-to-time). Under Tranches A and B of the Amended 2016 Revolving Credit Facility, the applicable margin increases as average excess availability thereunder decreases. Under the 2018 Foreign Asset-Based Term Facility, which had $86.3 million in aggregate principal amount outstanding as of December 31, 2019, interest accrues on borrowings at a rate per annum equal to the EURIBOR rate plus a 6.50% applicable margin. Interest accrues on the 2019 Term Loan Facility, which had $200.0 million in aggregate principal amount outstanding as of December 31, 2019, at a rate per annum of one-month adjusted LIBOR (which has a floor of 0%), plus a margin of 9.50%.

If any of LIBOR (or its successor rate), the prime rate or the federal funds effective rate increases, Products Corporation’s debt service costs will increase to the extent that Products Corporation has elected such rates for its outstanding loans. Based on the amounts outstanding under the 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility, the 2019 Term Loan Facility and other short-term borrowings (which, in the aggregate, are Products Corporation’s only debt currently subject to floating interest rates) as of December 31, 2019, a 1% increase in LIBOR (or an equivalent successor rate) would increase the Company’s annual interest expense by $21.4 million. Based on the same amounts outstanding, a change from LIBOR to the alternate base rate in the case of the 2016 Credit Agreements would increase the Company’s annual interest expense by $37.7 million. Increased debt service costs would adversely affect the Company’s cash flows and could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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 2016 Credit Agreements, 2018 Foreign Asset-Based Term Loan Agreement, 2019 Term Loan Agreement and/or Amended 2019 Senior Line of Credit Agreement, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company currently expects that operating revenues, cash on hand, and funds that may be available for borrowing under the Amended 2016 Revolving Credit Facility, the Amended 2019 Senior Line of Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings will be sufficient to enable the Company to cover its operating expenses for 2020, including: cash requirements for the payment of expenses in connection with executing the Company's business initiatives and its advertising, promotional, pricing and/or marketing plans; purchases of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement plan contributions; payments in connection with the Company's restructuring programs (including, without limitation, the EA Integration Restructuring Program, the 2018 Optimization Program and the Revlon 2020 Restructuring Program); severance not otherwise included in the Company's restructuring programs; business and/or brand acquisitions (including, without limitation, through licensing transactions), if any; debt and/or equity repurchases, if any; costs related to litigation; and payments in connection with discontinuing non-core business lines and/or exiting and/or entering certain territories and/or channels of trade. See “Recent Developments – 2020 Refinancing Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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REVLON, INC. AND SUBSIDIARIES

However, if the Company's anticipated level of revenue is not achieved because of, for example, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company's products as a result of increased competitive activities by the Company's competitors and/or decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or sales channels, such as due to the consumption declines in core beauty categories in the mass retail channel in North America, which continues to have a negative impact on net sales of Revlon color cosmetics and SinfulColors color cosmetics; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company's expenses, including, without limitation, those for pension expense under its benefit plans, capital expenditures, restructuring and severance costs (including, without limitation, for the EA Integration Restructuring Program, the 2018 Optimization Program and the Revlon 2020 Restructuring Program), acquisition and integration costs, costs related to litigation, advertising, promotional or marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet its cash requirements. In addition, such developments, if significant, could reduce the Company's revenues and could have a material adverse effect on Products Corporation's ability to comply with the terms of the 2016 Credit Agreements, 2018 Foreign Asset-Based Term Loan Agreement, 2019 Term Loan Agreement and/or Amended 2019 Senior Line of Credit Agreement (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants).

If the Company's operating revenues, cash on hand and/or funds that may be available for borrowing are insufficient to cover the Company's expenses and/or are insufficient to enable Products Corporation to comply with the requirements of the 2016 Credit Agreements, 2018 Foreign Asset-Based Term Loan Agreement, 2019 Term Loan Agreement and/or Amended 2019 Senior Line of Credit Agreement, the Company could be required to adopt one or more of the alternatives listed below:

•delaying the implementation of or revising certain aspects of the Company's business initiatives;

•reducing or delaying purchases of wall displays and/or expenses related to the Company's advertising, promotional and/or marketing activities;

•reducing or delaying capital spending;

•implementing new 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 equity or debt securities or Products Corporation's debt securities; and/or

•reducing other discretionary spending.

The Company may not be able to take any of these actions because of a variety of commercial or market factors or constraints in one or more of Products Corporation's various debt instruments, including, for example, market conditions being unfavorable for an equity or a debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of one or more of Products Corporation's various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party transactions. If the Company is required to take any of these actions, it could have a material adverse effect on its business, prospects, results of operations, financial condition and/or cash flows.

Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or enable Products Corporation to comply with the terms of the 2016 Credit Agreements, 2018 Foreign Asset-Based Term Loan Agreement and/or 2019 Term Loan Agreement if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants).

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REVLON, INC. AND SUBSIDIARIES

If the Company is unable to consummate its committed financing, or otherwise obtain sufficient alternative funding, for the repayment in full of its 5.75% Senior Notes due 2021, certain of its credit facilities will be subject to an Accelerated Maturity Event which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

The 5.75% Senior Notes are due on February 15, 2021. If Products Corporation is unable to repay or refinance the 5.75% Senior Notes in full prior to November 16, 2020 (91 days before they are due) (the "Accelerated Maturity Date"), then, subject to certain minimum liquidity-related exceptions, the 2016 Term Loan Facility, Tranche A of the Amended 2016 Revolving Credit Facility and the 2019 Term Loan Facility will become due on the Accelerated Maturity Date (an "Accelerated Maturity Event"). As of December 31, 2019, the aggregate principal amount of indebtedness outstanding under the 5.75% Senior Notes, the 2016 Term Loan Facility, Tranche A of the Amended 2016 Revolving Credit Facility and the 2019 Term Loan Facility was $500.0 million, $1,741.5 million, $230.9 million, and $200.0 million, respectively.

On March 9, 2020, Products Corporation entered into a commitment letter (the “2020 Commitment Letter”) with Jefferies Finance LLC to provide sufficient financing to refinance the 5.75% Senior Notes and the 2019 Term Loan Facility in full prior to the Accelerated Maturity Date. The financing under the 2020 Commitment Letter is available until June 30, 2020 and is subject to customary conditions precedent, such as the execution of definitive loan and security documents, absence of material adverse change and other customary conditions. Although the Company expects that it will be able to satisfy the conditions to the financing contemplated by the 2020 Commitment Letter, if the financing does not occur for any reason, the Company will need to obtain sufficient alternative funding (whether from borrowed funds or from the proceeds of asset sales) or amend or obtain a waiver from the lenders under the 2016 Term Loan Facility, Tranche A of the Amended 2016 Revolving Credit Facility and the 2019 Term Loan Facility. There can be no assurance that the Company will be able to obtain any such alternative financing or amendment or waiver on favorable terms or at all. If an Accelerated Maturity Event were to occur, it could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows. For a discussion of factors affecting Products Corporation's ability to repay or refinance indebtedness by maturity and the consequences of its inability to do so, see Item 1A. Risk Factors – “Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors.”

The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company produces a substantial portion of its products at its Oxford, North Carolina facility. Significant unscheduled downtime at this facility, or at other Company facilities and/or third-party facilities at which the Company's products are manufactured, whether due to equipment breakdowns, power failures, natural disasters, weather conditions hampering delivery schedules, shortages of raw materials, technology disruptions or other disruptions, including those caused by transitioning manufacturing across these facilities, or any other cause could have a material adverse effect on the Company's ability to provide products to its customers, which could have a material adverse effect on the Company's sales, business, prospects, results of operations, financial condition and/or cash flows. Additionally, if product sales exceed the Company's forecasts, internal or third-party production capacities and/or the Company's ability to procure sufficient levels of finished goods, raw materials and/or components from third-party suppliers, the Company could, from time-to-time, not have an adequate supply of products to meet customer demands, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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Volatility in costs and disruption in the supply of materials and services could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company purchases raw materials, including essential oils, alcohols, chemicals, containers and packaging components, from various third-party suppliers. Substantial cost increases and the unavailability of raw materials or other commodities, as well as higher costs for energy, transportation and other necessary services have adversely affected and may continue to adversely affect the Company’s profit margins if it is unable to wholly or partially offset them, such as by achieving cost efficiencies in its supply chain, manufacturing and/or distribution activities. In addition, the Company purchases certain finished goods, raw materials, packaging and other components from single-source suppliers or a limited number of suppliers and if the Company is required to find alternative sources of supply, these new suppliers may have to be qualified under applicable industry, governmental and Company-mandated vendor standards, which can require additional investment and be time-consuming. Any significant disruption to the Company’s manufacturing or sourcing of products or raw materials, packaging and other components for any reason could interrupt and delay the Company’s supply of products to its retail customers. Also, the Company is continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, the Company outsources certain functions that it believes can be performed more efficiently by third parties, such as in the areas of IT, finance, tax and human resources. These third parties could fail to provide the expected level of services, provide them on a timely basis or to provide them at the expected fees. Such events, if not promptly remedied, could have a material adverse effect on the Company’s business, prospects, results of operation, financial condition and/or cash flows.

The Company's financial performance depends on its ability to anticipate and respond to consumer trends and changes in consumer preferences. New product introductions may not be as successful as the Company anticipates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company has a rigorous process for the continuous development and evaluation of new product concepts, led by executives in marketing, sales, research and development, product development, operations, law and finance. However, consumer preference and spending patterns change rapidly and cannot be predicted with certainty. There can be no assurance that the Company will anticipate and respond to trends for beauty products effectively. Each new product launch, including those resulting from the Company's recently updated product development process, carries risks, as well as the possibility of unexpected consequences, including:

17•the acceptance of the Company's new product launches by, and sales of such new products to, the Company's customers may not be as high as the Company anticipates;

•the Company's marketing, promotional, advertising and/or pricing 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 of the Company's products by consumers;

•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 its 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 the Company's new product launches or space reconfigurations or as a result of reductions in retail display space by the Company's customers;

•the Company's net sales may also be impacted by inventory management by its customers or changes in pricing, marketing, advertising and/or promotional strategies by its customers;

•the Company may incur costs exceeding its expectations as a result of the continued development and launch of new products, including, for example, unanticipated levels of research and development costs, advertising, promotional and/or 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 impact of which could be exacerbated by shelf space limitations and/or any shelf space loss. (See also Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.").

•the Company's product pricing strategies for new product launches may not be accepted by its customers and/or its consumers, which may result in the Company's sales being less than it anticipates;

•the Company may experience a decrease in sales of certain of the Company's products as a result of counterfeit products and/or products sold outside of their intended territories; and/or

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•delays or difficulties impacting the Company's ~~recently~~ability, ~~updated~~or ~~product~~the ~~development~~ability ~~process~~of the Company's suppliers, ~~carries~~to ~~risks~~timely manufacture, distribute and ship products or raw materials, as ~~well~~the case may be, displays or display walls in connection with launching new products, such as due to inclement weather conditions or other delays or difficulties (such as those discussed under Item 1A. Risk Factors - "The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions at this facility and/or at other Company or third-party facilities at which the ~~possibility~~Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of ~~unexpected~~operations, ~~consequences~~financial condition and/or cash flows"), ~~including:~~could have a material adverse effect on the Company's ability to ship and deliver products to meet its customers’ reset deadlines.

• the acceptance of the Company's new product launches by, and sales of such new products to, the Company's customers may not be as high as the Company anticipates;

• the Company's marketing, promotional, advertising and/or pricing 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 of the Company's products by consumers;

• 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 its 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 the Company's new product launches or space reconfigurations or as a result of reductions in retail display space by the Company's customers;

• the Company's net sales may also be impacted by inventory management by its customers or changes in pricing, marketing, advertising and/or promotional strategies by its customers;

• the Company may incur costs exceeding its expectations as a result of the continued development and launch of new products, including, for example, unanticipated levels of research and development costs, advertising, promotional and/or 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 impact of which could be exacerbated by shelf space limitations and/or any shelf space loss. (See also Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.").

• the Company's product pricing strategies for new product launches may not be accepted by its customers and/or its consumers, which may result in the Company's sales being less than it anticipates;

• the Company may experience a decrease in sales of certain of the Company's products as a result of counterfeit products and/or products sold outside of their intended territories; and/or

• delays or difficulties impacting the Company's ability, or the ability of the Company's suppliers, to timely manufacture, distribute and ship products or raw materials, as the case may be, displays or display walls in connection with launching new products, such as due to inclement weather conditions or other delays or difficulties (such as those discussed under Item 1A. Risk Factors - "The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows"), could have a material adverse effect on the Company's ability to ship and deliver products to meet its customers’ reset deadlines.

Each of the risks referred to above could delay or impede the Company's ability to achieve its sales objectives, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Economic conditions could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and/or on the financial condition of its customers and suppliers.

Economic conditions in the U.S. and/or other countries where the Company operates have in the past contributed, and may in the future contribute, to high unemployment levels, lower consumer spending and/or reduced credit availability. Such economic conditions have impacted, and could in the future impact, business and consumer confidence, especially in relation to discretionary purchases. These conditions could have an impact on customer and/or consumer purchases of the Company's products, which could result in a reduction of the Company's net sales, operating income and/or cash flows. Additionally, disruptions in the credit and other financial markets and economic conditions could, among other things, impair the financial condition of one or more of the Company's customers or suppliers, thereby increasing the risk of customer bad debts or non-performance by suppliers. These conditions could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

The U.K.’s ongoing withdrawal process from the European Union may have a negative effect on global economic conditions, financial markets and on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company is a multinational company with worldwide operations, including material business operations in Europe. In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union in a national referendum. In March 2017, the U.K. government invoked Article 50 of the Treaty on the European Union and the U.K. is scheduled to leave the European Union in March 2019. The "Brexit" process has created significant ongoing uncertainty about the future relationship between the U.K. and the European Union and has given rise to calls for the governments of other European Union member states to consider withdrawal from the European Union. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future U.K. laws and regulations as the U.K. determines which European Union laws to replace or replicate as the withdrawal process proceeds, including financial laws and regulations, tax and free trade agreements, intellectual property rights, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, could decrease foreign direct investment in the U.K., increase costs, depress economic activity, restrict the Company’s access to capital and make regulatory compliance and the distribution, sourcing, manufacturing and sales and marketing of the Company’s products more difficult or costly. If the U.K. and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the U.K. and other European Union member states or among the European economic area overall could be diminished or eliminated. Similar adverse consequences could occur if regions such as Catalonia, where the Company's Spain businesses are headquartered, eventually succeed in withdrawing from their parent country. Approximately 4% of the Company's net sales are in the U.K. and approximately 17% of the Company's net sales are in the remainder of the European Union. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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, prospects, results of operations, financial condition and/or cash flows.

Walmart and its affiliates worldwide accounted for approximately 15% ~~and 16%~~ of the Company’s worldwide net sales ~~for~~in ~~2018~~both 2019 and ~~2017, respectively~~2018. The Company expects that, for future periods, Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. The Company may be affected by changes in the policies and demands of its customers relating to service levels, inventory de-stocking, pricing, marketing, advertising and/or promotional strategies or limitations on access to wall display space. As is customary in the consumer products industry, none of the Company's customers is under any obligation to continue purchasing products from the Company in the future.

The loss of Walmart and/or one or more of the Company's other customers that account for a significant portion of the Company's net sales, or any significant decrease in sales to these customers, including as a result of consolidation among such customers, retail store closures in response to the growth in retail sales through e-commerce channels, inventory management by these customers, changes in pricing, marketing, advertising and/or promotional strategies by such customers or space reconfigurations by the Company's customers or any significant decrease in the Company's display space, could reduce the Company's net sales and/or operating income and therefore could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Declines in the financial markets may result in increased pension expense and increased cash contributions to the Company's pension plans.

Declines in the U.S. and global financial markets could result in significant declines in the Company's pension plan assets and result in increased pension expense and cash contributions to the Company's pension plans. Interest rate levels will affect the discount rate used to value the Company's year-end pension benefit obligations. One or more of these factors, individually or taken together, could impact future required cash contributions to the Company's pension plans and pension expense. Any one or more of these conditions could reduce the Company's available liquidity, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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The Company may be unable to maintain or increase its sales through the Company's primary retailers, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

A decrease in consumer demand in the U.S. and/or internationally for beauty products, inventory management by the Company's customers, changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers (such as the development and/or continued expansion of private label or their own store-owned brands), a reduction in display space by the Company's customers, store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels and/or a change in consumers’ purchasing habits, such as with respect to retailer preferences and/or sales channels, could result in decreased sales of the Company's products, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The beauty industry is highly competitive. The Company competes primarily by:

• developing quality products with innovative performance features, shades, finishes, components and packaging;

• educating consumers, retail customers and salon professionals about the benefits of the Company’s products both on-line and in brick and mortar retail outlets;

• anticipating and responding to changing consumer, retail customer and salon professional demands in a timely manner, including as to 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 customers by providing relevant products and executing effective pricing, incentive and promotional programs and marketing and advertising campaigns, as well as social media and influencer marketing activities;

~~• ensuring product availability through effective planning and replenishment collaboration with the Company's customers;~~21

•Table ~~providing~~of ~~strong and effective advertising, promotion, marketing, social media, influencer and merchandising support;~~Contents

~~• leveraging e-commerce~~REVLON, ~~social~~INC. ~~media~~AND and mobile commerce initiatives and developing an effective omni-channel strategy to optimize the opportunity for consumers to interact with and purchase the Company's products both on-line and in brick and mortar retail outlets;SUBSIDIARIES

•ensuring ~~maintaining~~product anavailability through effective ~~sales~~planning ~~force~~ and ~~distribution~~replenishment ~~network;~~collaboration ~~and~~with the Company's customers;

•providing ~~obtaining~~strong and ~~retaining~~effective ~~sufficient~~advertising, ~~display~~promotion, ~~space~~marketing, ~~optimal~~social ~~in-store~~media, ~~positioning~~influencer and ~~effective~~merchandising ~~presentation of the Company’s products on-shelf.~~support;

•maintaining an effective sales force and distribution network; and

•obtaining and retaining sufficient display space, optimal in-store positioning and effective presentation of the Company’s products on-shelf.

An increase in or change in the current level of competition that the Company faces could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

In addition to competing with expanding private label and store-owned brands, the Company competes against a number of multi-national manufacturers, some of which are larger and have substantially greater resources than the Company, and which may therefore have the ability to spend more aggressively than the Company on new business acquisitions, research and development activities, technological advances to evolve in their e-commerce capabilities and advertising, promotional, social media influencer and/or marketing activities and have more flexibility than the Company to respond to changing business and economic conditions.

Additionally, the Company's major customers periodically assess the allocation of display space among competitors and in the course of doing so could elect to reduce the display space allocated to the Company's products, if, for example, the Company's marketing, promotional, advertising and/or pricing strategies for its new and/or existing products are less effective than planned, fail to effectively reach the targeted consumer base, fail to engender the desired consumption of the Company's products by consumers and/or fail to sustain productive levels of consumption dollar share and/or the rate of purchases by the Company's consumers are not as high as the Company anticipates. Among the factors used by the Company’s major customers in assessing the allocation of display space is a brand’s share of the color cosmetics category. The Company's color cosmetics brands have experienced, over time, year-over-year declines in their share of the color cosmetics category in the U.S. and it is possible that the Company may continue to experience further share declines. Further declines in the Company's share for one or more of its principal brands, including with respect to the Company’s Almay brand, could, among other things, contribute to the additional loss of display space and/or decreased revenues. Any significant loss of display space could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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loss of display space and/or decreased revenues. Any significant loss of display space could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's Fragrances segment depends on various brand licenses and distribution arrangements for a significant portion of its sales, and the loss of one or more of these licenses or distribution arrangements could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s rights to market and sell certain of its prestige fragrance brands are derived from licenses and other distribution arrangements from unaffiliated third parties and such business is dependent upon the continuation and renewal of such licenses and distribution arrangements on terms favorable to the Company. Each license is for a specific term and may have optional renewal terms. In addition, such licenses and distribution arrangements may be subject to the Company satisfying required minimum royalty payments, minimum advertising and promotional expenditures and satisfying minimum sales requirements. In addition, under certain circumstances, lower net sales may shorten the duration of the applicable license agreement. The loss of one or more of these licenses or other significant distribution arrangements, renewal of one or more of these arrangements on less than favorable terms, the failure to renew one or more of these arrangements and/or difficulties in finding replacement brand licenses for terminated or expired licenses could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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REVLON, INC. AND SUBSIDIARIES

The success of the Company's Fragrances segment depends, in part, on the demand for heritage and designer fragrance products. A decrease in demand for such products, or the loss or infringement of any intellectual property rights, could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's Fragrances segment has license agreements to manufacture, market and distribute a number of heritage and designer fragrance products, including those of (i) Juicy Couture, John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Christina Aguilera, Elizabeth Taylor, ~~John~~Jennifer ~~Varvatos,~~Aniston ~~Christina~~and ~~Aguilera,~~Mariah Carey in celebrity fragrances; and (iii) Ed Hardy, Lucky Brand, ~~Mariah~~and ~~Carey,~~ Geoffrey Beene, Lain ~~Perla,~~mass ~~AllSaints and Wildfox~~fragrances. In ~~2018~~2019, the Company's Fragrances segment derived approximately 6260% of its net sales from heritage and designer fragrance brands. The demand for these products is, to some extent, dependent on the appeal to consumers of the particular designer or talent and the designer’s or talent’s reputation. The Company also cannot assure that the owners of the trademarks that it licenses can or will successfully maintain their intellectual property rights. If other parties infringe on the intellectual property rights that the Company licenses, the value of such brands in the marketplace may be diluted. To the extent that the heritage or designer fragrance category or a particular designer or talent ceases to be appealing to consumers or a designer’s or talent’s reputation is adversely affected, sales of the related products and the value of the impacted brands could decrease materially, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

The Company's ~~foreign~~inability ~~operations are subject~~ to aacquire ~~variety~~or oflicense ~~social,~~additional ~~political~~fragrance ~~and~~brands ~~economic~~or ~~risks~~secure ~~and~~additional ~~have~~distribution ~~been,~~arrangements and ~~are~~arrangements ~~expected~~could tohave ~~continue~~an toadverse ~~be,~~effect ~~affected~~on bythe ~~foreign~~Company's ~~currency~~net ~~exchange~~sales ~~fluctuations, foreign currency controls, government-mandated pricing controls, duties, tariffs~~ and~~/or~~ ~~other trade measures, which could have~~ a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows ~~and the value of its foreign assets~~.

AsThe success of ~~December 31, 2018,~~ the ~~Company~~Fragrances ~~had~~segment ~~operations~~depends ~~based~~ in 25part ~~foreign~~upon ~~countries~~the ~~and~~continued ~~its~~growth ~~products~~of ~~were~~its ~~sold~~portfolio inof ~~approximately 150 countries. The Company is exposed to risks associated with social~~owned, ~~political~~licensed and ~~economic~~distributed ~~conditions~~brands, including ~~inflation,~~expanding ~~inherent~~its ingeographic ~~operating~~presence into ~~foreign~~take ~~countries,~~advantage ~~including~~of ~~those~~opportunities in ~~Asia~~developed ~~(such as China), Australia, Canada, Eastern Europe (such as Russia), Mexico, South Africa~~ and ~~South~~emerging ~~America~~regions. Efforts ~~(such~~to asincrease ~~Argentina),~~sales ~~which~~of ~~could have a material adverse effect on~~ the Company's ~~business,~~prestige ~~prospects,~~fragrance ~~results~~portfolio ~~of operations, financial condition~~ and~~/or~~ ~~cash~~expand ~~flows. Such~~its ~~risks~~geographic ~~include~~market ~~hyperinflation,~~presence ~~foreign~~depend ~~currency~~upon ~~devaluation,~~a ~~tariffs,~~number ~~foreign~~of ~~currency controls~~factors, ~~government-mandated pricing controls, currency remittance restrictions, changes in tax laws, changes in consumer purchasing habits (~~including asits toability ~~retailer preferences), as well as,~~ to ~~a lesser extent, changes in U.S. laws and regulations relating to foreign trade and investment.~~:

~~The~~•develop U.S. and the other countries in which the Company’s products are manufactured or sold have imposed and may impose additional duties, tariffs and other retaliatory or trade protection measures, or other restrictions or regulations, or may adversely adjust prevailing quota, duty or tariff levels, which can affect the cost and availability of materials that the Company uses to manufacture and package its ~~products~~fragrance ~~and~~brand ~~the~~portfolio ~~sale~~through ~~of finished products. For example~~branding, ~~the~~innovation E.U. recently imposed tariffs on certain beauty products imported from the U.S., which would impact the sale in the E.U. of certain of the Company’s more prestige products that are manufactured in the U.S. Similarly, the tariffs imposed by the U.S. on goods and materials from China would impact any materials that the Company imports for use in manufacturing or packaging in the U.S. Measures that the Company could be required to take to reduce the impact of tariff increases or trade restrictions, including shifts of production among countries and manufacturers, geographical diversification of the Company’s sources of supply, adjustments in product or packaging design and fabrication, or increased prices, could increase the Company’s costs and delay the Company’s time to bring its products to execution;

21•identify and develop new and existing fragrance brands with the potential to become successful global brands;

•innovate and develop new fragrance products that are appealing to consumers;

•acquire or license additional fragrance brands or secure additional distribution arrangements and the Company's ability to obtain the required financing for these agreements and arrangements;

•expand the Company's geographic presence to take advantage of opportunities in developed and emerging regions;

•continue to expand the Company's distribution channels within existing geographies to increase trade presence, brand recognition and sales;

•expand the Company's trade presence through alternative distribution channels, such as through e-commerce channels;

•expand margins through sales growth, the development of higher margin products and overhead and supply chain integration and efficiency initiatives;

•effectively manage capital investments and working capital to improve the generation of cash flow; and

•execute any acquisitions quickly and efficiently and integrate new businesses successfully.

There can be no assurance that the Company can successfully achieve any or all of the above objectives in the manner or time period that it expects. Further, achieving these objectives will require investments, which may result in material short-term costs without generating any current net sales and the Company may not ultimately achieve its net sales objectives associated with such efforts. The future expansion of the Fragrances segment through acquisitions, new fragrance licenses, e-commerce initiatives or other new fragrance distribution arrangements, if any, will depend upon the ability to identify suitable brands to acquire, license or distribute and to obtain the required financing for these acquisitions, licenses or distribution arrangements or to launch or support the brands associated with these agreements or arrangements. The Company may not be able to identify, negotiate, finance or consummate such acquisitions, licenses or arrangements on terms acceptable to the Company, or at all. In addition, the Company may decide to divest or discontinue certain brands or streamline operations and may incur costs and charges in doing so. The inability to acquire or license additional fragrance brands or secure additional distribution arrangements for the Fragrances segment (such as optimizing its e-commerce sales opportunities) and obtain the required financing for these agreements and arrangements could have an adverse effect on the Company’s net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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~~shelf.~~The ~~Other~~illegal ~~governmental~~distribution ~~actions~~and ~~related~~sale toby ~~tariffs~~third orparties ~~international~~of ~~trade~~counterfeit ~~agreements~~versions ~~have~~of the ~~potential to adversely impact demand for the~~ Company’s products, ~~production~~or ~~costs,~~the ~~retail~~unauthorized ~~customers~~diversion ~~and~~by ~~suppliers.~~third ~~These risks,~~parties ~~which~~of ~~could increase~~ the Company’s ~~costs~~products ~~and~~could ~~reduce~~have an adverse effect on the Company’s net sales and ~~profitability, could have~~ a ~~material~~negative ~~adverse~~impact ~~effect~~ on the Company’s ~~business,~~reputation ~~prospects, results of operations, financial condition~~ and~~/or~~ ~~cash flows~~business.

Third parties may illegally distribute and sell counterfeit versions of the Company’s products. These counterfeit products may be inferior in terms of quality and other characteristics compared to the Company’s authentic products and/or the counterfeit products could pose safety risks that the Company’s authentic products would not otherwise present to consumers. Consumers could confuse counterfeit products with the Company’s authentic products, which could damage or diminish the image, reputation and/or value of the Company’s brands and cause consumers to refrain from purchasing the Company’s products in the future, which could adversely affect the Company’s net sales and have a negative impact on the Company’s reputation.

The Company sells a substantial portion of its professional products to professional salon distributors and/or wholesalers. Products sold to these customers are meant to be used exclusively by salons and individual salon professionals or are sold exclusively to the retail consumers of these salons. Despite the Company’s efforts to prevent diversion of such products from these customers, incidents have occurred and continue to occur whereby the Company’s products are sold to sales outlets other than the intended salons and salon professionals, such as to general merchandise retailers or unapproved outlets. In some instances, these diverted products may be old, damaged or otherwise adulterated, which could damage or diminish the image, reputation and/or value of the Company’s brands. In addition, such diversion may result in lower net sales of the Company’s products if consumers choose to purchase diverted products and/or choose to purchase products manufactured or sold by the Company’s competitors because of any perceived damage or diminishment to the image, reputation and/or value of the Company’s brands.

The Company believes that its trademarks, patents and other intellectual property rights are extremely important to the Company’s success and its competitive position. The Company devotes significant resources to registering and protecting its intellectual property rights and maintaining the positive image of its brands. The Company’s trademark and patent applications may fail to result in issued registrations or provide the scope of coverage sought. Unplanned increases in legal fees and other costs associated with enforcing and/or defending the Company’s trademarks, patents and/or other intellectual property rights could result in higher than expected operating expenses. The Company has been unable to eliminate, and may in the future be unable to eliminate, all counterfeiting activities, unauthorized product diversion and infringement of its trademarks, patents and/or other intellectual property, any of which could adversely affect the Company’s net sales and have a negative impact on the Company’s reputation.

The Company's success depends, in part, on the quality, efficacy and safety of its products.

The Company's success depends, in part, on the quality, efficacy and safety of its products. If the Company's products are found or alleged to be defective or unsafe, or if they fail to meet customer or consumer standards, the Company's relationships with its customers or consumers could suffer, the appeal of one or more of the Company's brands could be diminished and the Company could lose sales and/or become subject to liability claims, any of which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s success largely depends upon its ability to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce, as well as effectively implement succession planning for its senior management team, and, as such, the Company’s inability to do so could adversely affect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Continuing to execute the Company's business initiatives largely depends on the Company’s ability to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce, as well as effectively implement succession planning for its senior management team. Unexpected levels of employee turnover or the Company’s failure to maintain an adequate succession plan to effectively transition current management leadership positions and/or the Company’s failure to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce could adversely affect the Company’s institutional knowledge base and/or competitive advantage. If the Company is unable to attract, hire and/or retain talented and highly qualified senior management, other key employees and/or a highly skilled and diverse workforce, or if the Company is unable to effectively provide for the succession of its senior management team, it could adversely affect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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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 exchange fluctuations, foreign currency controls, government-mandated pricing controls, duties, tariffs and/or other trade measures, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and the value of its foreign assets.

As of December 31, 2019, the Company had operations based in 25 foreign countries and its products were sold in approximately 150 countries. The Company is exposed to risks associated with social, political and economic conditions, including inflation, inherent in operating in foreign countries, including those in Asia (such as China and Hong Kong, which has been impacted by ongoing political unrest in that region), Australia, Canada, Eastern Europe (such as Russia), Mexico, South Africa and South America (such as Argentina), which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. Such risks include hyperinflation, foreign currency devaluation, tariffs, foreign currency controls, government-mandated pricing controls, currency remittance restrictions, changes in tax laws, changes in consumer purchasing habits (including as to retailer preferences), as well as, to a lesser extent, changes in U.S. laws and regulations relating to foreign trade and investment.

The U.S. and the other countries in which the Company’s products are manufactured or sold have imposed and may impose additional duties, tariffs and other retaliatory or trade protection measures, or other restrictions or regulations, or may adversely adjust prevailing quota, duty or tariff levels, which can affect the cost and availability of materials that the Company uses to manufacture and package its products and the sale of finished products. For example, the E.U. has imposed tariffs on certain beauty products imported from the U.S., which would impact the sale in the E.U. of certain of the Company’s more prestige products that are manufactured in the U.S. Similarly, the tariffs imposed by the U.S. on goods and materials from China would impact any materials that the Company imports from that region for use in manufacturing or packaging in the U.S. Measures that the Company could be required to take to reduce the impact of tariff increases or trade restrictions, including shifts of production among countries and manufacturers, geographical diversification of the Company’s sources of supply, adjustments in product or packaging design and fabrication, or increased prices, could increase the Company’s costs and delay the Company’s time to bring its products to shelf. Other governmental actions related to tariffs or international trade agreements have the potential to adversely impact demand for the Company’s products, production costs, retail customers and suppliers. These risks, which could increase the Company’s costs and reduce the Company’s net sales and profitability, could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

These risks and limitations could also affect the ability of the Company's foreign subsidiaries to obtain sufficient capital to conduct their operations in the ordinary course of business. Limitations and the difficulties that certain of the Company's foreign subsidiaries may experience on the free flow of funds to and from these foreign subsidiaries could restrict the Company's ability to respond timely to challenging business conditions or changes in operations, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's net sales outside of the U.S. for each of ~~2018~~2019 and ~~2017~~2018 represented approximately 5253% and 5152% of the Company's total consolidated net sales, respectively. Fluctuations in foreign currency exchange rates ~~positively~~negatively affected the Company's results of operations and the value of the Company's foreign net assets in ~~2018;~~2019 ~~however,~~and they may adversely affect the Company's results of operations and the value of the Company's foreign net assets in future periods, which in turn could cause a material adverse effect on the Company's reported net sales and earnings and the comparability of period-to-period results of operations.

Products Corporation may, from time to time, enter into foreign currency forward exchange contracts to hedge certain net cash flows denominated in foreign currencies. The foreign currency forward exchange contracts may, from time to time, be entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in foreign currencies and generally have maturities of less than one year. At December 31, ~~2018~~2019, the notional amount of Products Corporation's foreign currency forward exchange contracts was nil. These foreign currency forward exchange contracts may not adequately protect the Company against the negative effects of foreign currency fluctuations, which could adversely affect the Company's overall liquidity.

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Economic conditions in the U.S. and/or other countries where the Company operates have in the past contributed, and may in the future contribute, to lower consumer spending and/or reduced credit availability. Such economic conditions have impacted, and could in the future impact, business and consumer confidence, especially in relation to discretionary purchases. These conditions could have an impact on customer and/or consumer purchases of the Company's products, which could result in a reduction of the Company's net sales, operating income and/or cash flows. Additionally, disruptions in the credit and other financial markets and economic conditions could, among other things, impair the financial condition of one or more of the Company's customers or suppliers, thereby increasing the risk of customer bad debts or non-performance by suppliers. These conditions could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company is a multinational company with worldwide operations, including material business operations in Europe. In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union in a national referendum. In March 2017, the U.K. government invoked Article 50 of the Treaty on the European Union and the U.K. exited the European Union on January 31, 2020. The "Brexit" process has created significant ongoing uncertainty about the future relationship between the U.K. and the European Union and has given rise to calls for the governments of other European Union member states to consider withdrawal from the European Union. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future U.K. laws and regulations as the U.K. determines which European Union laws to replace or replicate as the withdrawal process proceeds, including financial laws and regulations, tax and free trade agreements, intellectual property rights, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, could decrease foreign direct investment in the U.K., increase costs, depress economic activity, restrict the Company’s access to capital and make regulatory compliance and the distribution, sourcing, manufacturing and sales and marketing of the Company’s products more difficult or costly. If the U.K. and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the U.K. and other European Union member states or among the European economic area overall could be diminished or eliminated. Similar adverse consequences could occur if regions such as Catalonia, where the Company's Spain businesses are headquartered, eventually succeed in withdrawing from their parent country. Approximately 4% of the Company's net sales are in the U.K. and approximately 16% of the Company's net sales are in the remainder of the European Union. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Terrorist attacks, acts of war or military actions and/or other civil unrest may adversely affect the territories in which the Company operates and the Company's business, prospects, results of operations, financial condition and/or cash flows.

On September 11, 2001, the U.S. was the target of terrorist attacks of unprecedented scope. These attacks contributed to major instability in the U.S. and other financial markets and reduced consumer confidence. These terrorist attacks, as well as subsequent terrorist attacks (such as those that have occurred in Berlin, Germany; Nice, France; Orlando, Florida; Istanbul, Turkey; Brussels, Belgium; Paris, France; Benghazi, Libya; Madrid, Spain; ~~and~~ London, England and most recently the attack on the U.S. embassy in Baghdad, Iraq and the U.S.'s military response to such attack), attempted terrorist attacks, military responses to terrorist attacks, other military actions and/or civil unrest, such as that occurring in France, the Ukraine, Venezuela, Turkey, Syria, Iraq and surrounding areas and, most recently in Hong Kong, may adversely affect prevailing economic conditions, resulting in work stoppages, reduced consumer spending and/or reduced demand for the Company's products. These developments subject the Company's worldwide operations to increased risks and, depending on their magnitude, could reduce the Company's net sales and therefore could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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Declines in the financial markets may result in increased pension expense and increased cash contributions to the Company's pension plans.

Extreme weather conditions and natural disasters could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Extreme weather conditions that impact the retail store locations of the Company’s customers, or the locations of the Company’s manufacturing facilities, distribution centers, overseas offices, third-party suppliers and/or other vendors, such as the recent fire disasters in Australia and California, could disrupt the supply and shipment of the Company’s products to consumers, which could have a material adverse effect on the Company's sales, business, prospects, results of operations, financial condition and/or cash flows. For the year ended December 31, 2019, the Company’s operations in Australia represented approximately 4% of the Company’s total net sales. Moreover, natural disasters, such as hurricanes, tsunamis and the recent earthquakes impacting Puerto Rico, whether occurring in the U.S. or abroad, and their related consequences and effects, including energy shortages and public health issues, could result in economic instability and/or disruptions to the Company’s operations and/or the operations of the Company’s retail customers, distributors, third-party-suppliers and other vendors, which could have a material adverse effect on the Company's sales, business, prospects, results of operations, financial condition and/or cash flows.

The ongoing occurrence of the coronavirus and any possible recurrence of other similar types of pandemics, or any other widespread public health problems, could result in decreased sales of the Company's products, which could have a material adverse effect on the Company's business, results of operations, financial condition and/or cash flows.

While the impact on the Company’s business from the recent outbreak of the coronavirus is unknown at this time and difficult to predict, various aspects of the Company’s business could be adversely affected by the outbreak and the possible recurrence of other similar pandemic public health problems. In early 2020, China began reporting on the spread of the coronavirus and thousands of cases of the disease have since been identified throughout the rest of Asia, as well as in Europe, the U.S., Latin America and other regions that are important to the Company’s business in terms of sales, manufacturing and other aspects of its supply chain. While there are many unknowns as to the duration and severity of the coronavirus outbreak, in 2020 there has been a significant decline in air travel and consumer traffic in key shopping and tourist areas around the globe, which may adversely affect the Company’s travel retail business, among others.

Any prolonged outbreak of the coronavirus could result in the imposition of quarantines or closures of retailer locations, office spaces, manufacturing facilities, travel and transportation restrictions and/or import and export restrictions, any of which could contribute to a general slowdown in the global economy.

Any extended pandemic outbreak, such as is occurring with the coronavirus, could cause the Company’s key third party suppliers or the Company itself to temporarily close one or more manufacturing facilities, which could lead to a shortage of raw materials, components and finished products. Also, if one or more of the Company’s key customers were required to close for an extended period, the Company might not be able to ship products to them and consumers may decrease their level of purchasing activity, which would adversely impact the Company’s net sales. In addition, governmental authorities may recommend or impose other measures that could cause significant disruptions to the Company’s business operations in the regions most impacted by the coronavirus, such as in Asia and Travel Retail globally. Any of the foregoing events or other unforeseen consequences of public health problems could materially adversely affect the Company’s business, results of operations, financial condition and/or cash flows.

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The Company's products are subject to federal, state and international regulations that could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s business is subject to numerous laws, regulations and trade policies. The Company is subject to regulation by the FTC and the FDA in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the EU, Canada and other countries in which the Company operates. The Company's Oxford, North Carolina manufacturing facility is registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics and other beauty-care products that contain over-the-counter drug ingredients, such as sunscreens, anti-perspirant deodorants and anti-dandruff hair-care products. Regulations in the U.S., the EU, Canada and other countries in which the Company operates that are designed to protect consumers or the environment have an increasing influence on the Company's product claims, ingredients and packaging. To the extent federal, state, local and/or foreign regulatory changes occur in the future, whether due to changes in applicable laws or regulations or evolving interpretations and enforcement policies by regulatory authorities, they could require the Company to reformulate or discontinue certain of its products or revise its product packaging or labeling, any of which could result in, among other things, increased costs to the Company, delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Any violation of the U.S. Foreign Corrupt Practices Act or other similar foreign anti-corruption laws could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

A significant portion of the Company’s revenue is derived from operations outside the U.S. and the Company has significant facilities outside the U.S., which exposes the Company to complex foreign and U.S. regulations inherent in conducting international business transactions. The Company is subject to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and other similar foreign anti-corruption laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business and other types of improper payments. While the Company’s employees and agents are required to comply with these laws and the Company has developed policies and procedures to facilitate compliance with such laws, there is no assurance that the Company’s policies and procedures will prevent all violations of these laws, despite the Company’s long-standing commitment to conducting its business and achieving its objectives by maintaining the highest level of ethical standards and legal compliance. The SEC and the U.S. Department of Justice, and their foreign counterparts, have continued to increase their enforcement activities with respect to the FCPA and similar foreign anti-corruption laws and any violation of these laws or allegations of such may result in severe criminal and civil sanctions, as well as other substantial costs and penalties, any of which could have a material adverse effect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Disruptions to the Company's information technology systems could disrupt the Company's business operations which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The operation of the Company's business depends on the Company's information technology systems. The Company relies on its information technology systems to effectively manage, among other things, the Company's business data, communications, supply chain, inventory management, customer order entry and order fulfillment, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements and other processes and data necessary to manage the Company's business. Disruptions to the Company's information technology systems, including any disruptions to the Company's current systems and/or as a result of transitioning to additional or replacement information technology systems, as the case may be, could disrupt the Company's business and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. In addition, the Company's information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company's control, including, without limitation, fire, natural disasters, power outages, systems disruptions, system conversions, security breaches, cyberattacks, phishing attacks, viruses and/or human error. In any such event, the Company could be required to make a significant investment to fix or replace its information technology systems, and the Company could experience interruptions in its ability to service its customers. Any such damage or interruption could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

In addition, as part of the Company's normal business activities, the Company collects and stores certain confidential information, including personal information with respect to customers, consumers and employees, as well as information related to intellectual property, and the success of its e-commerce operations depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. The Company may share some of this information with vendors who assist the Company with certain aspects of its business. Moreover, the success of the Company’s e-commerce operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments. Any failure on the part of the Company or its vendors to maintain the security of this confidential data and personal information, including via the penetration of the Company’s network security (or those if its vendors) and the misappropriation of confidential and personal information, could result in business disruption, damage to the Company’s reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in the Company incurring potentially substantial costs. Such events could also result in the deterioration of confidence in the Company by employees, consumers and customers and cause other competitive disadvantages. In addition, a security or data privacy breach could require the Company to expend significant additional resources to enhance its information security systems and could result in a disruption to the Company’s operations. Furthermore, third parties, such as the Company’s suppliers and retail customers, may also rely on information technology and be subject to such cybersecurity breaches. These breaches may negatively impact their businesses, which could in turn disrupt the Company’s supply chain and/or the Company’s business operations. Due to the potential significant costs, business disruption and reputational damage that typically accompany a cyberattack or cybersecurity breach, any such event could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.28

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

The Company’s information technology systems, or those of its third-party service providers, may be accessed by unauthorized users such as cyber criminals as a result of a disruption, cyberattack or other security breach. Cyberattacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives. Such cyberattacks and cyber incidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware through phishing emails. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of the Company’s information technology systems or infrastructure, or those of its third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of Company, employee, representative, customer, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. The Company cannot guarantee that its security efforts will prevent breaches or breakdowns of the Company’s or its third-party service providers’ information technology systems. In addition, like most major corporations, the Company's information systems are a target of cyberattacks and although the incidents that the Company has experienced to date have not had a material effect, if the Company suffers a material loss or disclosure of confidential information as a result of a breach of its information technology systems, including those of its third-party service providers, the Company may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Further, the Company is subject to an evolving body of federal, state and non-U.S. laws, rules, regulations, guidelines and principles regarding data privacy and security. Several governments, including the E.U., have regulations dealing with the collection and use of personal information obtained from their citizens, and regulators globally are also imposing greater monetary fines for privacy violations. As of May 2018, the European privacy regulation General Data Protection Regulation (“GDPR”) went into effect, strengthening and expanding the rules pertaining to how organizations are required to handle the personal data of individuals located in the EU at the time the data is collected. GDPR establishes new requirements regarding the handling of personal data, and non-compliance with the GDPR may result in monetary penalties of up to 4% of the Company’s worldwide revenue. In addition, the State of California recently enacted a data privacy law applicable to entities serving or employing California residents (the “CCPA”) that will require compliance by January 2020. The GDPR, the CCPA and other changes in federal, state and foreign laws, rules or regulations associated with the enhanced protection of certain types of sensitive data and other personal information, require the Company to evaluate its current operations, information technology systems and data handling practices and to implement enhancements and adaptations where necessary to comply with these new laws, rules and regulations, which could greatly increase the Company’s operational costs or require the Company to adapt certain operations or activities to comply with the stricter regulatory requirements. The Company's inability to comply with such laws, rules, regulations, guidelines and principles or to quickly adapt the Company's practices to reflect them as they develop, could potentially subject the Company to significant fines, damages, liabilities and reputational harm, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Difficulties in implementing the Company’s new ERP system have disrupted the Company's business operations and have caused a material weakness in the Company’s internal control over financial reporting. If the Company is unable to remediate the material weakness in its internal control over financial reporting, it may negatively impact the Company’s ability to prepare its future financial statements in conformity with U.S. GAAP. If the Company experiences ongoing disruptions with such implementation and/or is unable to remediate the material weakness in the future, such events could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.29

The Company is implementing a new company-wide SAP enterprise resource planning ("ERP") system, which subjects the Company to inherent risks associated with migrating from the Company's legacy systems to a new IT platform, including, without limitation:

• the inability to fill customer orders accurately or on a timely basis, or at all;

• increased demands on management and staff time to the detriment of other corporate initiatives;

• significant capital and operating expenditures;

• the inability to process payments to vendors accurately or in a timely manner;

• disruption of the Company's internal control structure, as detailed below; and/or

• the inability to fulfill federal, state and local reporting and filing requirements in a timely or accurate manner.

During February 2018, the Company launched the new ERP system in the U.S., which caused its Oxford, N.C. manufacturing facility to experience service level disruptions that impacted the Company’s ability to manufacture certain quantities of finished goods and fulfill shipments to several large retail customers in the U.S. Also, these ERP-related disruptions caused the Company to incur expedited shipping fees and other unanticipated expenses in connection with actions that the Company implemented to

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

~~remediate the decline in customer service levels.~~ The Company ~~estimates~~previously ~~that~~identified ~~this~~a ~~ERP~~material ~~launch~~weakness ~~resulted~~ in ~~the~~its ~~Company~~internal ~~being~~control ~~unable~~over tofinancial ~~fulfill~~reporting, ~~product~~which ~~shipments~~has ~~representing~~now ~~approximately~~been ~~$64 million of net sales during 2018 and incurring $53~~remediated.6 ~~million of~~Any ~~incremental~~failure ~~charges in 2018, mainly related~~ to ~~actions~~maintain ~~that~~effective ~~the~~internal ~~Company~~control ~~implemented~~over tofinancial ~~remediate~~reporting ~~the~~could ~~decline~~have ina ~~customer~~material ~~service~~adverse ~~levels.~~effect Ason ~~of December 31, 2018,~~ the Company'’s ~~Oxford~~business, ~~N.C. manufacturing facility was operating at pre-SAP levels and the Company was continuing to re-fill inventories across its retail partners~~prospects, ~~particularly~~results ~~internationally.~~of ~~If these disruptions occur in larger magnitudes or continue to persist over time~~operations, itfinancial ~~would~~condition ~~continue to negatively impact the Company’s ability to fulfill product shipments to customers~~ and/or ~~cause~~cash ~~the Company to incur additional remediation costs, which in turn would continue to negatively impact the Company’s competitive position and its relationships with its customers~~flows.

AsThe Company previously disclosed in ~~Item~~its 9AAnnual ofReport ~~this~~on ~~2018~~ Form 10-K, for the ~~Company~~year ~~identified~~ ended December 31, 2018, a material weakness in its internal control over financial reporting primarily related to ~~the~~control ~~implementation~~deficiencies ofwithin ~~the~~various ~~Company’s~~aspects ~~new~~of ~~ERP~~its ~~system,~~control asenvironment. As a result of ~~which~~these control deficiencies, the Company concluded that its internal control over financial reporting was not effective. ~~While~~for the ~~Company~~fiscal ~~performed~~year ~~additional~~ended ~~procedures~~December to31, ~~determine that its Consolidated Financial Statements included in this~~ 2018 ~~Form 10-K were prepared in accordance with U~~.S. ~~GAAP~~During ~~and~~2019, ~~fairly present in all material respects~~ the Company’s ~~financial~~completed ~~condition,~~a ~~results~~series of ~~operations~~actions and ~~cash~~measures ~~flow~~that ~~for~~effectively ~~the~~remediated ~~periods presented, if~~ the ~~Company~~previously-disclosed ~~is unable to remediate this~~ material weakness, it may be unable to prepare its future financial statements in conformity with U.S. GAAP. If the Company were unable to prepare its future financial statements in conformity with U.S. GAAP, such circumstances would expose the Company to potential events of default (if not cured or waived) under the financial and ~~operating~~concluded covenants contained in Products Corporation’s various debt instruments and cause the Company to seek any necessary consents, waivers or amendments from its lenders. Under such circumstances, Products Corporation faces the risk that itas ~~may not be able to obtain any such consents, waivers or amendments, that the terms~~ of ~~any~~December ~~such consents~~31, ~~waivers~~2019 ~~or amendments will be less favorable than the current terms of~~ its ~~indebtedness~~internal ~~and/or~~control ~~Products~~over ~~Corporation~~financial ~~may~~reporting ~~not~~was ~~be able to refinance its existing indebtedness to enable it to repay that indebtedness when it becomes due~~effective. See ~~also~~ Item 19A.A ~~Risk~~– ~~Factors -~~ “~~Products~~Controls ~~Corporation’s substantial indebtedness could adversely affect the Company’s operations~~ and ~~flexibility and Products Corporation’s ability to service its debt,~~Procedures” ~~“Products Corporation’s ability to pay the principal amount~~ of ~~its~~this ~~indebtedness~~2019 ~~depends~~Form on10-K. ~~many~~The ~~factors”~~Company ~~and~~cannot ~~“Restrictions~~provide ~~and~~assurances ~~covenants~~that inmaterial ~~Products~~weaknesses ~~Corporation’s~~or ~~various~~significant ~~debt~~deficiencies ~~instruments~~will ~~limit~~not ~~its~~occur ~~ability to take certain actions and impose consequences~~ in the ~~event~~future ofand ~~failure~~that toit ~~comply.”~~will ~~Also,~~be ifable ~~the Company is unable~~ to ~~prepare~~remediate ~~its~~such ~~future~~weaknesses ~~financial~~or ~~statements~~deficiencies in ~~conformity~~a ~~with~~timely ~~U.S. GAAP~~manner, itwhich could ~~result~~have ina ~~damage~~material toadverse effect on the Company’'s ~~reputation~~business, ~~financial~~prospects, ~~obligations~~results toof ~~third parties~~operations, ~~regulatory~~financial ~~proceedings~~condition and ~~private litigation, any~~ /or ~~all~~cash ~~of which could result in additional business disruptions and the Company incurring potentially substantial costs~~flows.

~~Accordingly~~Furthermore, if the ~~Company~~remediated ~~experiences~~material ~~ongoing~~weakness ~~disruptions~~recurs ~~with~~in the ~~ERP~~future ~~implementation and/~~or isa ~~unable~~new tomaterial ~~remediate~~weakness occurs, it could negatively impact the ~~material~~Company’s ~~weakness~~ability to prepare its future financial statements in conformity with U.S. GAAP. If the Company were unable to prepare its future financial statements in conformity with U.S. GAAP, such circumstances would expose the Company to potential events ~~could~~of ~~have~~default a(if ~~material~~not ~~adverse~~cured ~~effect~~or onwaived) under the ~~Company'~~financial and operating covenants contained in Products Corporation’s ~~business~~various debt instruments and cause the Company to seek any necessary consents, ~~prospects~~waivers or amendments from its lenders. Under such circumstances, ~~results~~Products Corporation faces the risk that it may not be able to obtain any such consents, waivers or amendments, that the terms of any such consents, waivers or amendments will be less favorable than the current terms of its indebtedness and/or Products Corporation may not be able to refinance its existing indebtedness to enable it to repay that indebtedness when it becomes due. See also Item 1A. Risk Factors - “Products Corporation’s substantial indebtedness could adversely affect the Company’s operations and flexibility and Products Corporation’s ability to service its debt,” “Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors” and “Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.” Also, if the Company is unable to prepare its future financial ~~condition~~statements in conformity with U.S. GAAP, it could result in damage to the Company’s reputation, financial obligations to third parties, regulatory proceedings and/ private litigation, any or ~~cash~~all ~~flows~~of which could result in additional business disruptions and the Company incurring potentially substantial costs.

The ~~illegal~~Company ~~distribution~~may ~~and~~not ~~sale~~realize bythe ~~third~~cost ~~parties~~reductions ofand ~~counterfeit~~other ~~versions~~benefits ofthat ~~the~~it ~~Company’s~~expects ~~products~~from orits ~~the~~various ~~unauthorized~~restructuring ~~diversion~~programs bythat ~~third~~may ~~parties~~be ofin ~~the~~effect ~~Company’s~~from ~~products~~time to time, which could have ana material adverse effect on the Company’'s ~~net~~business, ~~sales~~prospects, ~~and~~results aof ~~negative~~operations, ~~impact~~financial oncondition ~~the Company’s reputation~~ and/or ~~business~~cash flows.

~~Third~~From ~~parties~~time to time, the Company implements restructuring program, such as the Revlon 2020 Restructuring Program (such programs as may ~~illegally~~be ~~distribute~~in ~~and~~effect ~~sell~~from ~~counterfeit~~time ~~versions~~to oftime being referred to as “Restructuring Programs”) that are generally designed to streamline the Company’s ~~products. These~~operations, ~~counterfeit~~reporting ~~products~~structures ~~may~~and bebusiness ~~inferior~~processes, inwith ~~terms~~the objective of ~~quality~~maximizing productivity and ~~other~~improving ~~characteristics~~profitability, ~~compared~~cash toflows and liquidity. Events and circumstances may occur that are beyond the Company’s ~~authentic~~control, ~~products~~such as delays caused by third parties and unexpected costs, that could result in the Company not realizing all of the anticipated cost reductions and benefits or the Company not realizing the cost reductions or other benefits on its expected timetable. In addition, changes in foreign exchange rates, commodity costs and/or in tax, labor or other laws may result in the ~~counterfeit~~Company ~~products~~not ~~could~~achieving ~~pose~~the ~~safety~~anticipated ~~risks~~cost ~~that~~reductions and benefits, as measured in U.S. dollars. If the Company is unable to realize the Restructuring Programs’s ~~authentic~~cost ~~products~~reduction ~~would~~objectives ~~not~~and ~~otherwise~~other ~~present~~benefits, the Company’s ability to ~~consumers~~fund other initiatives and enhance its profitability may be adversely affected. ~~Consumers~~In ~~could~~addition, ~~confuse~~some ~~counterfeit~~of ~~products~~the ~~with~~actions that the Company is taking in furtherance of the Restructuring Programs may become a distraction for the Company’s ~~authentic~~managers ~~products,~~and employees and may disrupt the Company’s ongoing business operations; cause deterioration in employee morale which ~~could~~may ~~damage~~make orit ~~diminish~~more difficult for the ~~image,~~Company ~~reputation~~to ~~and/~~retain or ~~value~~attract ofqualified employees; disrupt or weaken the Company’s ~~brands~~internal control structures; and/or ~~cause~~give ~~consumers~~rise to ~~refrain~~negative ~~from~~publicity ~~purchasing~~which could affect the Company’s ~~products~~business reputation. If the Company is unable to successfully implement the Restructuring Programs, in whole or in part, in accordance with the ~~future~~Company’s expectations, ~~which~~it could adversely affect its business, prospects, results of operations, financial condition and/or cash flows. For additional information regarding the ~~Company~~2018 Optimization Program, refer to Part II, Item 7 “Management’s ~~net~~Discussion ~~sales~~and Analysis of Financial Condition and ~~have~~Results aof ~~negative~~Operations ~~impact~~- onRestructuring charges and other, net.” For additional information regarding the ~~Company~~Revlon 2020 Restructuring Program, see Part II, Item 7 “Management’s ~~reputation.~~Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments - Revlon 2020 Restructuring Program.”

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

~~associated~~Shares ~~with~~of ~~enforcing~~Revlon ~~and/or~~Class A ~~defending~~Common ~~the~~Stock ~~Company’s~~and ~~trademarks,~~Products ~~patents~~Corporation's ~~and/or~~capital ~~other~~stock ~~intellectual~~are ~~property~~pledged ~~rights~~to ~~could~~secure ~~result~~various inof ~~higher~~Revlon's ~~than~~and/or ~~expected~~other ~~operating~~of ~~expenses. The~~the Company's ~~has~~affiliates’ ~~been~~obligations ~~unable~~and toforeclosure ~~eliminate,~~upon ~~and~~these ~~may~~shares inor ~~the~~dispositions ~~future~~of beshares ~~unable~~could toresult ~~eliminate,~~in ~~all~~the ~~counterfeiting~~acceleration ~~activities,~~of ~~unauthorized~~debt ~~product~~under ~~diversion~~Products ~~and~~Corporation's ~~infringement~~2016 ofSenior ~~its~~Credit ~~trademarks~~Facilities, ~~patents~~2018 ~~and/or~~Foreign ~~other~~Asset-Based ~~intellectual~~Term ~~property~~Facility, ~~any~~2019 ofTerm ~~which~~Loan ~~could~~Facility, ~~adversely~~Amended ~~affect~~2019 ~~the~~Senior ~~Company’s~~Line ~~net~~of ~~sales~~Credit Facility and/or ~~have~~its aSenior ~~negative~~Notes ~~impact~~and oncould ~~the~~have ~~Company’s~~other ~~reputation~~consequences.

The Company's inability to acquire or license additional fragrance brands or secure additional distribution arrangements and arrangements could have an adverse effect on the Company's net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The success of the Fragrances segment depends in part upon the continued growth of its portfolio of owned, licensed and distributed brands, including expanding its geographic presence to take advantage of opportunities in developed and emerging regions. Efforts to increase sales of the Company's prestige fragrance portfolio and expand its geographic market presence depend upon a number of factors, including its ability to:

• develop its fragrance brand portfolio through branding, innovation and execution;

• identify and develop new and existing fragrance brands with the potential to become successful global brands;

• innovate and develop new fragrance products that are appealing to consumers;

• acquire or license additional fragrance brands or secure additional distribution arrangements and the Company's ability to obtain the required financing for these agreements and arrangements;

• expand the Company's geographic presence to take advantage of opportunities in developed and emerging regions;

• continue to expand the Company's distribution channels within existing geographies to increase trade presence, brand recognition and sales;

• expand the Company's trade presence through alternative distribution channels, such as through e-commerce channels;

• expand margins through sales growth, the development of higher margin products and overhead and supply chain integration and efficiency initiatives;

• effectively manage capital investments and working capital to improve the generation of cash flow; and

• execute any acquisitions quickly and efficiently and integrate new businesses successfully.

There can be no assurance that the Company can successfully achieve any or all of the above objectives in the manner or time period that it expects. Further, achieving these objectives will require investments, which may result in material short-term costs without generating any current net sales and the Company may not ultimately achieve its net sales objectives associated with such efforts. The future expansion of the Fragrances segment through acquisitions, new product licenses, e-commerce initiatives or other new product distribution arrangements, if any, will depend upon the ability to identify suitable brands to acquire, license or distribute and to obtain the required financing for these acquisitions, licenses or distribution arrangements or to launch or support the brands associated with these agreements or arrangements. The Company may not be able to identify, negotiate, finance or consummate such acquisitions, licenses or arrangements on terms acceptable to the Company, or at all. In addition, the Company may decide to divest or discontinue certain brands or streamline operations and may incur costs and charges in doing so. The inability to acquire or license additional fragrance brands or secure additional distribution arrangements for the Fragrances segment (such as optimizing its e-commerce sales opportunities) and obtain the required financing for these agreements and arrangements could have an adverse effect on the Company’s net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's success depends, in part, on the quality, efficacy and safety of its products.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

The Company may not realize the cost reductions and other benefits that it expects from its 2018 Optimization Program which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s 2018 restructuring program, referred to as the “2018 Optimization Program,” is ongoing. The 2018 Optimization Program is designed to streamline the Company’s operations, reporting structures and business processes, with the objective of maximizing productivity and improving profitability, cash flows and liquidity. As a result of implementing the 2018 Optimization Program, the Company expects to recognize approximately $30 million to $40 million of total pre-tax restructuring and related charges, consisting of employee-related costs, such as severance, pension and other termination costs, as well as related third-party expenses. The Company also expects to incur approximately $10 million of additional capital expenditures. The Company expects that the actions to be implemented under the 2018 Optimization Program will be substantially completed by December 31, 2019 and it is currently projected to result in annualized cost reductions in the range of approximately $125 million to $150 million by the end of 2019. While implementation of the 2018 Optimization Program is well underway, the successful implementation of the program may present significant organizational challenges and, in some cases, may require successful negotiations with third parties. As a result, the Company may not be able to realize all of the anticipated cost reductions and benefits from the 2018 Optimization Program. Events and circumstances may occur that are beyond the Company’s control, such as delays caused by third parties and unexpected costs, that could result in the Company not realizing all of the anticipated cost reductions and benefits or the Company not realizing them on its expected timetable. In addition, changes in foreign exchange rates, commodity costs and/or in tax, labor or other laws may result in the Company not achieving the anticipated cost reductions and benefits, as measured in U.S. dollars. If the Company is unable to realize the 2018 Optimization Program’s cost reduction objectives and other benefits, the Company’s ability to fund other initiatives and enhance its profitability may be adversely affected. In addition, some of the actions that the Company is taking in furtherance of the 2018 Optimization Program may become a distraction for the Company’s managers and employees and may disrupt the Company’s ongoing business operations; cause deterioration in employee morale which may make it more difficult for the Company to retain or attract qualified employees; disrupt or weaken the Company’s internal control structures; and/or give rise to negative publicity which could affect the Company’s business reputation. If the Company is unable to successfully implement the 2018 Optimization Program, in whole or in part, in accordance with the Company’s expectations, it could adversely affect its business, prospects, results of operations, financial condition and/or cash flows. For additional information regarding the 2018 Optimization Program, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Restructuring charges and other, net.”

Shares of Revlon Class A Common Stock and Products Corporation's capital stock are pledged to secure various of Revlon'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 Product Corporation's 2016 Senior Credit Facilities, 2018 Asset-Based Term Facility and/or its Senior Notes and could have other consequences.

All of Products Corporation's shares of common stock are pledged to secure Revlon’s guarantee under the 2016 Senior Credit Facilities. MacAndrews & Forbes has advised the Company that it has pledged shares of Revlon’s Class A Common Stock to secure certain obligations of MacAndrews & Forbes. Additional shares of Revlon and shares of common stock of intermediate holding companies between Revlon and MacAndrews & Forbes may from time-to-time be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that are secured by the pledged shares could cause a foreclosure with respect to such shares of Revlon's Class A Common Stock, Products Corporation's common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes.

27A foreclosure upon any such shares of common stock or dispositions of shares of Revlon’s Class A Common Stock, Products Corporation's common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes that are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a "change of control" under Products Corporation’s 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the 2019 Term Loan Facility and the Senior Notes Indentures. A change of control constitutes an event of default under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement and the 2019 Term Loan Facility that would permit Products Corporation's and its subsidiaries' lenders to accelerate amounts outstanding under such facilities. In addition, holders of the Senior Notes may require Products Corporation to repurchase their respective notes under those circumstances.

~~Table~~Products Corporation may not have sufficient funds at the time of ~~Contents~~any such change of control to repay in full or in part the borrowings under the 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility, the 2019 Term Loan Facility and the Amended 2019 Senior Line of Credit Facility (as a result of its cross-default provisions) and/or to repurchase or redeem some or all of the Senior Notes. (See also Item 1A. Risk Factors - "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 2016 Credit Agreements, 2018 Foreign Asset-Based Term Loan Agreement, 2019 Term Loan Agreement and/or Amended 2019 Senior Line of Credit Agreement, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

A foreclosure upon any such shares of common stock or dispositions of shares of Revlon’s Class A Common Stock, Products Corporation's common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes that are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a "change of control" under Products Corporation’s 2016 Credit Agreements, the 2018 Asset-Based Term Agreement and the Senior Notes Indentures. A change of control constitutes an event of default under the 2016 Credit Agreements and the 2018 Asset-Based Term Agreement that would permit Products Corporation's lenders to accelerate amounts outstanding under such facilities. In addition, holders of the Senior Notes may require Products Corporation to repurchase their respective notes under those circumstances.

Products Corporation may not have sufficient funds at the time of any such change of control to repay in full or in part the borrowings under the 2016 Senior Credit Facilities and the 2018 Asset-Based Term Facility and/or to repurchase or redeem some or all of the Senior Notes. (See also Item 1A. Risk Factors - "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 2016 Credit Agreements, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Changes in tax laws or the examination of the Company's tax positions could increase (or decrease) the Company's tax obligations and effective tax rate, which could materially and adversely affect the Company's financial condition, results of operations and/or cash flows.

Tax laws in the various jurisdictions where the Company conducts business are dynamic and subject to change as new laws are passed and new interpretations of existing law are issued or applied (possibly with a retroactive effect). The Company is subject to taxes in the U.S. and numerous international jurisdictions. The Company records tax expense based on current tax payments and its estimates of future tax payments, which include reserves for estimates of probable settlements of international and domestic tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, the Company expects that throughout the year there could be ongoing variability in its quarterly tax rates as taxable events occur and exposures are re-evaluated. Further, the Company's effective tax rate in a given financial statement period may be materially impacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdiction, changes to existing accounting rules or regulations or changes to the Company's ownership or capital structures. Fluctuations in the Company's tax obligations and effective tax rate could materially adversely affect its financial condition, results of operations and/or cash flows.

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REVLON, INC. AND SUBSIDIARIES

Uncertainties in the interpretation and application of the U.S. income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). The Tax Act made broad changes to the U.S. federal income tax code, including reducing the federal corporate income tax rate from 35% to 21%, imposing limitations on the Company's ability to deduct interest expense for tax purposes and reducing U.S. tax on qualified dividends received from non-U.S. subsidiaries, amongst many other complex provisions. The ultimate impact of such tax reforms may differ from the Company's current estimates due to changes in interpretations and assumptions made by the Company from the issuance of further regulations or guidance. As additional regulatory and interpretative guidance is issued, the Company may refine its analysis and make adjustments that differ from amounts initially recorded. Various uncertainties also exist in terms of how U.S. states and any foreign countries within which the Company operates will react to these U.S. federal income tax reforms. Any such developments could have a material impact on the Company's financial condition, results of operations and/or cash flows.

MacAndrews & Forbes has the power to direct and control the Company's business.

MacAndrews & Forbes is beneficially owned by Ronald O. Perelman. Mr. Perelman, through MacAndrews & Forbes, beneficially owned approximately 8587.81% of Revlon's outstanding Class A Common Stock on December 31, ~~2018~~2019. As a result, MacAndrews & Forbes is able to control the election of the entire Board of Directors of Revlon and of Products Corporation's Board of Directors (as it is a wholly owned subsidiary of Revlon) and controls the vote on all matters submitted to a vote of Revlon’s and Products Corporation's stockholders, including the approval of mergers, consolidations, sales of some, substantially all or all of the Company's assets, issuances of capital stock and similar transactions.

Item 1B. Unresolved Staff Comments

None.

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Item 2. Properties

The following table sets forth, as of December 31, ~~2018~~2019, the Company's major manufacturing, research and development and warehouse/distribution facilities by the segment that each facility primarily operates in, all of which are owned by the Company, except where otherwise noted.

Location

Segment(s)

Use

Approximate Floor Space Sq. Ft.

Oxford, North Carolina

Revlon, Portfolio, Elizabeth Arden, Fragrances

Manufacturing, warehousing, distribution and office ^(a)

1,012,000

Jacksonville, Florida

Revlon, Portfolio

Manufacturing, warehousing, distribution and office ^{(a) (b)}

731,000

Salem, Virginia

Elizabeth Arden

Warehousing and distribution (leased)

482,000

Roanoke, Virginia

Elizabeth Arden

Warehousing and distribution (leased)

399,000

Mississauga, Canada

Revlon

Warehousing, distribution and office (leased)

195,000

Tarragona, Spain

Portfolio, Elizabeth Arden, Fragrances

Manufacturing, warehousing, distribution and office

175,000

Bologna, Italy

Revlon, Portfolio

Manufacturing, warehousing, distribution and office

137,000

Queretaro, Mexico

Portfolio, Elizabeth Arden

Manufacturing, warehousing, distribution and office

128,000

Canberra, Australia

Revlon

Warehousing and distribution

125,000

Edison, New Jersey

Revlon, Portfolio, Elizabeth Arden

Research and development and office (leased)

124,000

Rietfontein, South Africa

Revlon

Warehousing, distribution and office (leased)

118,000

Isando, South Africa

Revlon

Manufacturing, warehousing, distribution and office

94,000

Stone, United Kingdom

Revlon

Warehousing and distribution (leased)

92,000

(a) Property subject to liens under the 2016 Credit Agreements.

(b) Owned: 512,000 Sq. Ft.; Leased: 219,000 Sq. Ft.

In addition to the facilities described above, the Company owns and leases additional facilities in various areas throughout the world, including the lease of the Company's ~~executive~~ offices in New York, New York (approximately 153,000 square feet) and the office lease in Cornella, Spain (approximately 89,000 square feet). Management considers the Company's facilities to be well-maintained and satisfactory for the Company's operations, and believes that the Company's facilities and third-party contractual supplier arrangements provide sufficient capacity for its current and expected production requirements.

Item 3. Legal Proceedings

The Company is involved in various routine legal proceedings incidental to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period. ~~See~~ ~~Note 18, "Contingencies," to the Consolidated Financial Statements in this 2018 Form 10-K for further information.~~

As previously disclosed, following the announcement of the execution of the Elizabeth Arden Merger Agreement, several putative shareholder class action lawsuits and a derivative lawsuit were filed challenging the Merger. In addition to the complaints filed on behalf of plaintiffs Parker, Christiansen, Ross and Stein on July 25, 2016, a lawsuit (Hutson v. Elizabeth Arden, Inc., et al., Case No. CACE-16-013566) (referred to as the "Hutson complaint") was filed in the Seventeenth Judicial Circuit in and for Broward County, Florida (the "Court") against Elizabeth Arden, the members of the board of directors of Elizabeth Arden, Revlon, Products Corporation and Acquisition Sub. In general, the Hutson complaint alleges that: (i) the members of Elizabeth Arden’s board of directors breached their fiduciary duties to Elizabeth Arden’s shareholders with respect to the Merger, by, among other things, approving the Merger pursuant to an unfair process and at an inadequate and unfair price; and (ii) Revlon, Products

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Corporation and Acquisition Sub aided and abetted the breaches of fiduciary duty by the members of Elizabeth Arden’s board of directors. The plaintiff seeks relief similar to that sought in the Parker case.

By Order dated August 4, 2016, all five cases were consolidated by the Court into a Consolidated Amended Class Action. Thereafter, on August 11, 2016, a Consolidated Amended Class Action Complaint was filed, seeking to enjoin defendants from consummating the Merger and/or from soliciting shareholder votes. To the extent that the Merger was consummated, the Consolidated Amended Class Action Complaint seeks to rescind the Merger or recover rescissory or other compensatory damages, along with costs and fees. The grounds for relief set forth in the Consolidated Amended Class Action Complaint in large part track those grounds as asserted in the five individual complaints, as previously disclosed. After several rounds of amended complaints and corresponding motions to dismiss granted by the Court, plaintiffs voluntarily dismissed the appeal with prejudice on November 15, 2018. The matter is now concluded.

The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period.

Item 4. Mine and Safety Disclosures

Not applicable.

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REVLON, INC. AND SUBSIDIARIES

(all tabular amounts in millions, except share and per share amounts)

PART II - OTHER INFORMATION

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Revlon’s ~~beneficially~~only ~~owns~~class ~~all~~ of ~~the~~capital ~~5,260~~stock outstanding ~~shares~~at ~~of Products Corporation's common stock~~December 31, ~~with~~2019 ~~par~~is ~~value~~its ofClass ~~$1.00~~A ~~per~~Common ~~share~~Stock. MacAndrews & Forbes, which is beneficially owned by Ronald O. Perelman, at December 31, ~~2018~~2019 beneficially owned 4546,~~348~~223,321 shares of Revlon'’s Class A Common Stock, with a par value of $0.01 per share (the "Class A Common Stock"). Revlon's only class of capital stock outstanding at December 31, ~~2018~~2019 iswas its Class A Common Stock. As a result, at December 31, ~~2018~~2019, Mr. Perelman, indirectly through MacAndrews & Forbes, beneficially owned approximately 8587.81% of the issued and outstanding shares of Revlon's Class A Common Stock, which represented approximately 8587.81% of the voting power of Revlon’s capital stock. The remaining 76,~~519~~846,~~640~~511 shares of Class A Common Stock that were issued and outstanding at December 31, ~~2018~~2019 were owned by the public.

~~There~~Revlon's Class A Common Stock is nolisted ~~established~~on ~~market~~the ~~for~~New ~~Products~~York ~~Corporation's~~Stock ~~common~~Exchange ~~stock~~(the "NYSE") and traded under the symbol "REV" principally in the U.S. on the FINRA Alternative Display Facility, asthe ~~all~~NYSE, 5the EDGX Exchange and the NASDAQ Intermarket Trading System,~~260~~ ~~outstanding~~among ~~shares~~others. At December 31, 2019, there were approximately 266 holders of ~~Products~~record ~~Corporation's~~of ~~common~~Class ~~stock~~A ~~were~~Common ~~held~~Stock by(which ~~Revlon~~does asnot include the number of ~~December~~beneficial 31owners holding indirectly through a broker, ~~2018~~bank or other nominee). No cash dividends were declared or paid during ~~2018~~2019 and ~~2017~~2018 by ~~Products Corporation to~~ Revlon ~~or by Revlon~~ on its Class A Common Stock. The terms of the 2016 Credit Agreements, the 2019 Term Loan Agreement and the Senior Notes Indentures currently restrict Products Corporation’s ability to pay dividends or make distributions to Revlon, except in limited circumstances, which, in turn, limits Revlon's ability to pay dividends to its stockholders. See "Financial Condition, Liquidity and Capital Resources -— Long -Term Debt Instruments" and Note 109, "~~Long-Term~~ Debt," into the Company’'s Audited Consolidated Financial Statements in this 2019 Form 10-K.

For information on securities authorized for issuance under the Company’s equity compensation plans, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters."

Item 6. Selected Financial Data

Not applicable, as a smaller reporting company.

3034

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REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~Item~~(all 7.tabular ~~Management’s~~amounts ~~Discussion~~in ~~and~~millions, ~~Analysis~~except ofshare ~~Financial Condition~~ and ~~Results~~per ofshare ~~Operations~~amounts)

Item 7. Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Overview of the Business

Revlon, ~~Consumer~~Inc. ~~Products Corporation~~ ("~~Products Corporation~~Revlon" and together with its subsidiaries, the "Company") isconducts aits business exclusively through its direct wholly-owned operating subsidiary, of Revlon Consumer Products Corporation ("Products Corporation"), ~~which~~and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated (together with certain of its affiliates other than ~~Revlon and~~ the Company, "MacAndrews & Forbes"), a corporation beneficially owned by Ronald O. Perelman.

~~Effective~~The ~~January 1, 2018, the~~ Company operates in ~~four~~### brand-centric reporting segments that are aligned with its organizational structure based on ~~four~~### global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances. The Company manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products.

~~For~~The ~~additional~~Company ~~information~~remains ~~regarding~~focused ~~our~~on ~~business~~its 3 key strategic pillars to drive its future success and growth. First, ~~see~~strengthening ~~"Part~~its 1iconic brands through innovation and relevant product portfolios; second, ~~Item~~building 1its -capabilities ~~Business"~~to inbetter ~~this~~communicate ~~2018~~and ~~Form~~connect 10with its consumers through media channels where they spend the most time; and third, ensuring availability of its products where consumers shop, both in-Kstore and increasingly online.

~~Certain~~For ~~capitalized~~additional ~~terms~~information ~~used~~regarding inthe ~~this~~Company's ~~2018~~business, ~~Form~~see ~~10-K~~"Part ~~are~~1, ~~defined~~Item ~~throughout~~1 - Business" in this ~~Item~~2019 7Form 10-K.

Certain capitalized terms used in this 2019 Form 10-K are defined throughout this Item 7.

Overview of Net Sales and Earnings Results

Consolidated net sales in ~~2018~~2019 were $2,~~564~~419.56 million, a $~~129~~144.29 million decrease, or 45.87%, compared to $2,~~693~~564.75 million in ~~2017~~2018. Excluding the $055.87 million ~~favorable~~unfavorable impact of foreign currency fluctuations (referred to herein as "FX,", "XFX" or on an "XFX basis"), consolidated net sales decreased by $~~130~~89.02 million, or 43.85%, during ~~2018~~2019. The XFX net sales decrease in ~~2018~~2019 was primarily due to: a $9062.18 million, or 811.31%, ~~decline~~decrease in ~~Revlon~~Portfolio segment net sales;, a $6752.61 million, or 1110.72%, ~~decline~~decrease in Fragrances segment net sales; and a $2617.45 million, or 41.58%, ~~decline~~decrease in ~~Portfolio~~Revlon segment net sales; partially offset by a $5443.12 million, or 128.58%, increase in Elizabeth Arden segment net sales.

Consolidated loss from continuing operations, net of taxes, in ~~2018~~2019 was $~~289~~165.02 million, compared to consolidated loss from continuing operations, net of taxes, of $~~180~~294.81 million in ~~2017~~ 2018. The $~~108~~128.29 million ~~increase~~decrease in consolidated loss from continuing operations, net of taxes, in ~~2018~~2019 was primarily due to:

• $93143.9 million of lower ~~gross~~SG&A ~~profit~~expenses, primarily ~~due~~driven by lower brand support expenses as a result of planned lower activity in 2019 and lower general and administrative expenses, primarily driven by cost reductions related to the Company's cost optimization initiatives and lower ~~net~~incentive ~~sales~~compensation;

•a $3446.37 million ofincrease ~~unfavorable~~in ~~variance~~gain inon ~~foreign~~divested ~~currency,~~assets ~~resulting~~related ~~from~~to the gain of $1527.8 4 million recorded in ~~foreign~~2019 ~~currency~~on ~~losses~~the ~~during~~sale ~~2018~~of certain assets, compared to ~~$18.5~~a ~~million~~loss inon ~~foreign~~disposal ~~currency~~of ~~gains~~minority ~~during~~investment ~~2017~~of $20.1 million recorded in 2018;

•an a $2618.80 million ~~increase~~decrease in ~~interest~~non-cash ~~expense,~~impairment ~~primarily~~charges ~~due~~related to ~~higher~~the ~~average~~goodwill ~~interest~~impairment ~~rates~~of ~~and higher borrowings under~~ the ~~2016~~Company's ~~Revolving~~Mass ~~Credit~~portfolio ~~Facility,~~reporting asunit ~~well~~within asthe ~~higher~~Portfolio ~~debt~~segment ~~balances~~recorded ~~resulting~~in ~~from the~~ 2018, ~~Asset-Based~~compared ~~Term~~to ~~Facility~~no ~~entered~~goodwill ~~into~~impairment ~~during~~in ~~the~~2019; ~~third quarter of 2018~~

• a $2010.10 million ~~loss,~~ of ~~which~~lower ~~$18.6~~acquisition, ~~million was non-cash~~integration, ~~related to the write-off of the Company’s minority investment in a licensee after agreeing to wind-down the contract~~ and ~~revert~~divestiture ~~the trademark rights to the Company following a brief transition period~~costs; ~~and~~

• a $7.24 million ~~increase~~decrease in ~~non-cash~~restructuring ~~impairment~~ charges primarily related to ~~goodwill~~lower ~~impairment~~expenditures ofunder ~~$18.0~~the ~~million in~~ 2018 ~~related~~Optimization toProgram ~~the~~in ~~Mass~~2019 ~~Portfolio reporting unit within the Portfolio segment,~~ compared to ~~goodwill impairment of $10.8 million in 2017~~2018; and

~~with~~•a $2.0 million decrease in the provision ~~foregoing~~from income ~~partially~~taxes, primarily due to a decrease in foreign valuation allowances recorded in 2019, offset by: additional tax expense resulting from changes in mix and level of foreign earnings;

~~• a $39.0 million decrease in acquisition and integration costs;~~35

• $7.3 million of lower SG&A expenses, primarily driven by lower brand support expenses partially offset by higher costs related to permanent displays;

• a $13.2 million decrease in restructuring charges primarily related to lower expenditures under the EA Integration Restructuring Program in 2018 compared to 2017, partially offset by additional restructuring charges related to the 2018 Optimization Program; and

• a $20.5 million decrease in the provision for income taxes, primarily due to: (i) increased loss from continuing operations before income taxes, partially offset by the reduced benefit attributable to the U.S. tax rate change from 35% to 21% as

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~a result of the Tax Act;~~ (~~ii)~~all ~~the~~tabular ~~mix~~amounts ~~and level of earnings; (iii) valuation allowances recorded~~ in ~~2018; and (iv) other net changes resulting from the Tax Act~~millions, ~~including~~except ~~(a)~~share ~~the U.S. tax on the Company's foreign earnings under the Global Intangible Low-Taxed Income ("GILTI") provisions of the Tax Act~~ and ~~Tax~~per ~~Act~~share ~~guidance issued in 2018, (b~~amounts) ~~the limitation on interest deductions, and (c) the reduction in the Company's deferred tax liability resulting from its reassessment of permanently reinvested foreign earnings.~~

Net sales in 2018 were negatively impacted by service level disruptions that occurred at the Company's Oxford, N.C. manufacturing facility resulting from the launch of a new SAP enterprise resource planning ("ERP") system. See Part I, Item 1A. "Risk Factors - The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows" and "Difficulties in implementing the Company’s new ERP system have disrupted the Company's business operations and have caused a material weakness in the Company’s internal control over financial reporting. If the Company is unable to remediate the material weakness in its internal control over financial reporting, it may negatively impact the Company’s ability to prepare its future financial statements in conformity with ~~U.S. GAAP. If~~ the ~~Company~~foregoing ~~experiences~~partially ~~ongoing~~offset disruptions with such implementation and/or is unable to remediate the material weakness in the future, such events could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows" for further information. This ERP launch impacted the Company's ability to manufacture certain quantities of finished goods and fulfill shipments to retail customers in the U.S. and internationally and is estimated to have resulted in approximately $64 million of lower net sales and in the Company incurring $53.6 million of incremental charges in 2018, mainly related to actions that the Company implemented to remediate the decline in customer service levels. As of December 31, 2018, the Company's Oxford, N.C. manufacturing facility was operating at pre-SAP levels and the Company was continuing to re-fill inventories across its retail partners, particularly internationally.by:

•$80.1 million of lower gross profit, primarily due to lower net sales; and

•a $20.0 million increase in interest expense, primarily due to higher average interest rates and higher borrowings under the Amended 2016 Revolving Credit Facility and higher indebtedness incurred under the 2019 Term Loan Facility entered into in August 2019 and under the 2018 Foreign Asset-Based Term Facility entered into in July 2018.

Recent Developments

~~Non-cash~~2020 ~~Impairment~~Refinancing ~~Charges~~ Transactions

InCommitted ~~conjunction~~Debt with the Company's annual goodwill impairment testing, the Company recognized $18.0 million in goodwill non-cash impairment charges during the fourth quarter of 2018 related to the Mass Portfolio reporting unit within the Portfolio segment. See Note 7, "Goodwill and Intangible Assets, Net," to the Consolidated Financial Statements in this 2018 Form 10-K for further information.Financing

~~2018~~On ~~Foreign~~March ~~Asset-Based~~9, ~~Term~~2020, ~~Loan~~Products ~~Credit~~Corporation ~~Agreement~~entered into a binding commitment letter (the “Commitment Letter”) with Jefferies Finance LLC (the “Commitment Party”). Pursuant to the Commitment Letter and subject to the terms and conditions set forth therein, the Commitment Party has committed to provide senior secured term loan facilities in an aggregate principal amount of up to $850,000,000 (the “Facilities” and such transactions the “2020 Refinancing Transactions”).

InThe ~~July~~proceeds ~~2018, several subsidiaries~~ of ~~Products~~the ~~Corporation~~Facilities ~~entered~~will ~~into~~be anused ~~Asset-Based Term Loan Credit Agreement~~ (~~"2018~~i) ~~Asset-Based~~to ~~Term~~repay ~~Facility"~~in ~~and~~full ~~the~~indebtedness ~~"2018~~outstanding ~~Asset-Based~~under ~~Term~~Products ~~Agreement,"~~Corporation’s ~~respectively) with Citibank, N~~5.~~A.,~~75% ~~acting~~Senior asNotes ~~administrative~~due ~~agent~~February 2021 and ~~collateral~~Products ~~agent~~Corporation’s ~~(the "Agent"). The 2018 Asset-Based~~ Term ~~Facility~~Credit ~~provided~~Agreement (the ~~Company~~“2019 ~~with a euro-denominated senior secured asset-based term loan in an aggregate principal amount of €77 million. The 2018 Asset-Based~~ Term ~~Agreement~~Loan ~~requires~~Facility”) ~~the~~dated ~~maintenance~~as of aAugust ~~borrowing base~~6, ~~calculated~~2019 ~~based on~~ (the ~~sum of: (i~~“Refinancing”), ~~85% of eligible accounts receivable; and~~ (ii) ~~90%~~to ofpay ~~the~~fees ~~net~~and ~~orderly~~expenses ~~liquidation value of eligible inventory,~~ in ~~each~~connection ~~case~~ with ~~respect~~the toFacilities ~~certain of Products Corporation’s subsidiaries organized in Australia, Bermuda, Germany, Italy, Spain~~ and ~~Switzerland. To~~ the ~~extent~~Refinancing ~~that~~and ~~loans~~(iii) ~~outstanding~~to ~~under~~ the ~~2018~~extent ~~Asset-Based~~of ~~Term~~any ~~Facility exceed the borrowing base~~excess, ~~the borrowers must prepay loans, subject to certain conditions. See Note 10, "Long Term Debt," to the Consolidated Financial Statements in this 2018 Form 10-K~~ for ~~additional~~general ~~information~~corporate ~~regarding the 2018 Asset-Based Term Facility~~purposes.

~~2018~~The ~~Senior~~funding ~~Line~~of the Facilities is contingent on the satisfaction of ~~Credit~~a ~~Facility~~limited number of customary conditions, including the execution of definitive loan documentation for the Facilities, absence of material adverse change and certain other customary conditions. The commitments under the Commitment Letter will be available to the Company until June 30, 2020, unless the Refinancing (as defined below) is consummated or the maturity of certain other material indebtedness of Products Corporation is accelerated prior to such date.

InPrincipal ~~June~~and ~~2018,~~Maturity: ~~Products~~The ~~Corporation~~Facilities ~~entered~~will ~~into~~consist ~~a 2018 Senior Unsecured Line~~ of ~~Credit Agreement~~ (~~the "2018 Senior Line of Credit Agreement"~~i) ~~that provided Products Corporation with~~ a ~~$50 million~~ senior ~~unsecured~~secured ~~line~~term ofloan ~~credit~~ facility ~~(the~~in ~~"2018~~a ~~Senior~~principal ~~Line~~amount of ~~Credit~~up ~~Facility")~~to ~~from MacAndrews & Forbes Incorporated~~$300,000,000 ~~Revlon’s~~(the ~~majority~~“Brandco ~~stockholder. The 2018 Senior Line of Credit~~ Facility”) ~~allowed~~and ~~Products~~(ii) ~~Corporation~~a tosenior ~~request~~secured ~~loans~~term ~~thereunder~~loan ~~and~~facility toin ~~use~~a ~~the~~principal ~~proceeds~~amount of ~~such~~up ~~loans~~to ~~for working capital and other general corporate purposes until the facility matured on December 31~~$550, ~~2018. See Note 10~~000,000 ~~"Long Term Debt," to~~ (the ~~Consolidated~~“Specified ~~Financial~~Brands ~~Statements~~Facility”). inJefferies ~~this~~Finance ~~2018~~LLC ~~Form~~will ~~10-K~~act ~~for~~as ~~additional~~administrative ~~information~~agent ~~regarding~~and ~~the~~collateral ~~2018~~agent ~~Senior~~in ~~Line~~respect of ~~Credit~~the ~~Facility~~Facilities.

32The Facilities will mature on the fifth anniversary of the closing date of the Facilities (the “Closing Date”), subject to a springing maturity 91 days prior to the maturity date of Products Corporation’s 6.25% Senior Notes due 2024 (the “2024 Notes”) if, on such date, $100,000,000 or more in aggregate principal amount of the 2024 Notes remains outstanding.

Borrowers, Guarantees and Security:

Brandco Facility. The borrower under the Brandco Facility will be Products Corporation, and the Brandco Facility will be guaranteed by certain indirect foreign subsidiaries of Products Corporation (the “Brandcos”), whose direct and indirect subsidiaries (the “Specified Brands Subsidiaries”) will be “Unrestricted Subsidiaries” for purposes of the existing debt agreements of Products Corporation and will hold various intellectual property assets related to the Elizabeth Arden and American Crew brands and certain other portfolio brands (the “Specified Brand Assets”). The Brandcos will not guarantee Products Corporation’s Term Credit Agreement dated as of September 7, 2016 and amended to date (as amended to date, the “2016 Term Loan Facility”), but all guarantors of the 2016 Term Loan Facility will guarantee the Brandco Facility. All of the assets of the Brandcos (including the equity of the first-tier Specified Brands Subsidiary) will be pledged to secure the Brandco Facility on a first-priority basis and will not secure the 2016 Term Loan Facility, but the Brandco Facility will be secured on a pari passu basis by the assets securing the 2016 Term Loan Facility.

Specified Brands Facility. The borrower of the Specified Brands Facility will be a Specified Brands Subsidiary that is an indirect subsidiary of the Brandcos (the “Specified Brands Borrower”). The Specified Brands Facility will be guaranteed by the direct parent of the Specified Brands Borrower and each of the subsidiaries of the Specified Brands Borrower. The Specified Brands Facility will be secured by substantially all of the assets of the Specified Brands Borrower and the other Specified Brands Subsidiaries, which will include the Specified Brand Assets.

Contribution and License Agreements: In connection with the pledge of the Specified Brand Assets, Products Corporation will enter into intercompany arrangements pursuant to which the Specified Brand Assets will be contributed to the Specified

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~Classification~~(all oftabular ~~Argentina's~~amounts ~~Economy~~in asmillions, ~~Highly~~except ~~Inflationary~~share and per share amounts)

InBrand ~~May~~Subsidiaries. ~~2018,~~Products ~~the~~Corporation ~~International~~and/or ~~Practices~~its ~~Task~~operating ~~Force~~subsidiaries ofwill ~~the~~enter ~~Center~~into ~~for~~license ~~Audit~~and ~~Quality~~royalty ~~issued~~arrangements aon ~~discussion document reporting that Argentina'~~arm’s ~~3-year~~length ~~cumulative~~terms ~~inflation rate exceeded 100%. As a result, Argentina was considered highly inflationary in accordance~~ with ~~U.S.~~the ~~GAAP~~relevant bySpecified noBrand ~~later~~Subsidiary ~~than June 30, 2018. Consequently, the Company began~~ to ~~account~~provide for ~~the~~their ~~operations~~continued use of ~~its Argentinian affiliate as highly inflationary and treat~~ the ~~U.S.~~Specified ~~dollar~~Brand asAssets ~~the~~during ~~functional currency of this affiliate, effective July 1, 2018. This change in functional currency did not have a material impact on~~ the ~~Company’s~~term ~~results~~ of ~~operations, financial condition and/or financial statement disclosures for~~ the ~~period ended December 31, 2018~~Facilities.

~~April~~Interest ~~2018~~and ~~Amendment~~Fees: Interest will accrue on the Facilities at a rate per annum of adjusted LIBOR plus a fixed margin. Products Corporation is also obligated to ~~2016~~pay ~~Revolving~~customary ~~Credit~~fees ~~Facility~~and expenses in connection with the Facilities.

InAffirmative ~~April 2018, Products Corporation entered into an amendment~~ and ~~restatement~~Negative toCovenants: ~~the~~The ~~Original~~Facilities ~~2016~~will ~~Revolving~~contain ~~Credit~~certain ~~Agreement~~affirmative ~~with~~and ~~Citibank,~~negative ~~N.A.,~~covenants ~~acting as administrative agent~~that, ~~collateral~~among ~~agent, issuing lender, local fronting lender and swingline lender and the~~ other ~~issuing lenders (the "Revolver Amendment~~things," ~~and~~limit the ~~Original~~Restricted ~~2016~~Group’s ~~Revolving Credit Agreement,~~ (as ~~amended~~defined bybelow) ~~the~~ability ~~Revolver~~to: ~~Amendment,~~(i) ~~the~~incur ~~"2016~~additional ~~Revolving~~debt; ~~Credit~~(ii) ~~Agreement,"~~incur ~~and~~liens; ~~together with the 2016 Term Loan Agreement being the "2016 Credit Agreements"~~(iii)~~. Pursuant~~ ~~to the Revolver Amendment~~sell, atransfer ~~new~~or ~~$41.5~~dispose ~~million~~of ~~senior~~assets; ~~secured~~(iv) ~~first~~make ~~in,~~investments; ~~last out tranche~~ (~~the "Tranche B"~~v) ~~was~~make ~~established~~dividends ~~under the 2016 Revolving Credit Agreement~~ and ~~the~~distributions ~~existing~~on, ~~$400~~or ~~million~~repurchases ~~tranche~~of, ~~under~~equity; ~~the Original 2016 Revolving Credit Facility~~ (~~and~~vi) asmake inprepayments ~~effect~~of ~~after~~contractually ~~the~~subordinated ~~Revolver~~or ~~Amendment,~~junior ~~the~~lien ~~"2016~~debt; ~~Revolving~~(vii) ~~Credit~~enter ~~Facility,"~~into ~~and~~certain ~~together~~transactions with ~~the~~their ~~2016~~affiliates; ~~Term~~(viii) ~~Loan~~enter ~~Facility,~~into ~~being~~sale-leaseback ~~the~~transactions; ~~"2016 Senior Credit Facilities"~~(ix) ~~became~~change atheir ~~senior~~lines ~~secured~~of ~~last~~business; ~~in, first out tranche~~ (~~the~~x) ~~"Tranche~~restrict ~~A,"~~dividends ~~and~~from ~~together~~their ~~with~~subsidiaries ~~the~~or ~~Tranche~~restrict B,liens; ~~the "Tranches"~~(xi)~~. As~~ achange ~~result~~their offiscal ~~the~~year; ~~Revolver~~and ~~Amendment,~~(xii) ~~the~~modify ~~borrowing base under~~ the ~~2016~~terms ~~Revolving~~of ~~Credit~~certain ~~Facility~~debt. ~~was~~The ~~increased~~“Restricted toGroup” ~~approximately~~means ~~$385~~(a) ~~million. See~~with ~~Note~~respect ~~10, "Long Term Debt,"~~ to the ~~Consolidated~~Brandco ~~Financial~~Facility, ~~Statements~~Products inCorporation ~~this~~and ~~2018~~its ~~Form~~restricted ~~10-K~~subsidiaries ~~for~~under ~~additional information regarding~~ the ~~Revolver~~Brandco ~~Amendment,~~Facility asand ~~well~~(b) aswith anrespect ~~updated~~to ~~description~~the ofSpecified ~~Product~~Brands ~~Corporation's 2016 Senior Credit Facilities~~Facility, ~~after giving effect to~~ the ~~Revolver~~Specified ~~Amendment~~Brands Subsidiaries.

~~March~~Prepayments: ~~2019~~The ~~Amendment~~Facilities will be subject to certain mandatory prepayments, including from the ~~2016~~net ~~Revolving~~proceeds ~~Credit~~from ~~Facility~~the issuance of certain additional debt and asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property, subject to certain exceptions. The Facilities may be repaid at any time, subject to customary prepayment premiums.

On March 6, 2019, Products Corporation, Revlon and certain of their subsidiaries entered into Amendment No. 2 (“Amendment No. 2”) to the 2016 Revolving Credit Agreement (as amended by Amendment No. 2, the “Amended Revolving Credit Agreement”) in respect of the 2016 Revolving Credit Facility (as in effect after Amendment No. 2, the “Amended Revolving Credit Facility”). Pursuant to the terms of Amendment No. 2, the maturity date applicable to the $41.5 million senior secured first in, last out Tranche B of the Revolving Credit Facility was extended from April 17, 2019 to April 17, 2020. The ~~2016~~Facilities ~~Revolving~~will ~~Credit~~also ~~Agreement~~contain provides that the “Liquidity Amount” (defined in the 2016 Revolving Credit Agreement as the sum of each borrowing base less the sum of (x) the aggregate outstanding extensions of credit under the 2016 Revolving Credit Facility, and (y) any availability reserve in effect on such date) may exceed the aggregate commitments under the 2016 Revolving Credit Facility by up to 5%. Amendment No. 2 limits the Liquidity Amount to no more than the aggregate commitments under the Amended Revolving Credit Facility. Under the 2016 Revolving Credit Agreement, a “Liquidity Event Period” generally occurs if Products Corporation’s Liquidity Amount falls below the greater of $35 million and 10% of the maximum availability under the 2016 Revolving Credit Facility. Amendment No. 2 changes these thresholds to $50 million and 15%, respectively, only for purposes of triggering certain ~~notification~~customary ~~obligations of Products Corporation~~representations, ~~increased~~warranties ~~borrowing base reporting frequency~~ and ~~the~~events ~~ability~~ of ~~the administrative agent to apply amounts collected in controlled accounts for the repayment of loans under the Amended Revolving Credit Facility~~default. After entering into Amendment No. 2, on March 7, 2019 Products Corporation’s availability under the Amended Revolving Credit Facility was $37.3 million, which was less than the greater of $35 million and 10% of the maximum availability under the Amended Revolving Credit Facility, which at such date equated to $41.3 million. Accordingly, effective beginning in March 2019 Products Corporation is required to maintain a FCCR of a minimum of 1.0 to 1.0 (which it currently satisfies), the administrative agent may apply amounts collected in controlled accounts for the repayment of loans under the Amended Revolving Credit Facility and Products Corporation is required to provide the administrative agent with weekly borrowing base certificates, in each case until such time that Products Corporation’s availability under the Amended Revolving Credit Facility is equal to or exceeds the greater of $35 million and 10% of the maximum availability under the Amended Revolving Credit Facility for at least 20 consecutive business days. Amendment No. 2 also adjusts, among other things, the “payment conditions” required to make unlimited restricted payments. See also Note 21, "Subsequent Events."

~~Discontinued~~Revlon ~~Operations~~2020 ~~Presentation~~Restructuring Program

AsBuilding aupon ~~result~~its ofpreviously-announced ~~the~~2018 ~~Company's~~Optimization ~~decision on December 30~~Program, ~~2013~~in toMarch ~~exit~~2020 ~~its~~the ~~direct~~Company ~~manufacturing,~~announced ~~warehousing~~that ~~and~~it ~~sales~~is ~~business~~implementing ~~operations~~a inworldwide ~~mainland~~organizational ~~China~~restructuring ~~within~~ (the “Revlon ~~segment~~2020 ~~effective~~Restructuring ~~December~~Program”) ~~31,~~designed ~~2013,~~to reduce the Company’s isselling, ~~reporting~~general ~~the~~and ~~results~~administrative ofexpenses, ~~its~~as ~~former~~well ~~China~~as ~~operations~~cost ~~within~~of ~~income~~goods ~~(loss) from discontinued operations~~sold, ~~net~~improve ~~of taxes in~~ the Company'’s ~~Consolidated~~gross ~~Statements~~profit ~~of Operations~~ and ~~Comprehensive~~Adjusted ~~(Loss)~~EBITDA ~~Income. Unless~~and ~~otherwise~~maximize ~~stated~~productivity, ~~financial~~cash ~~results~~flow ~~discussed~~and ~~within~~liquidity. ~~the~~The ~~"Overview"~~Revlon ~~and~~2020 ~~"Results~~Restructuring ofProgram ~~Operations"~~includes ~~sections~~rightsizing ofthe ~~this~~organization ~~Item~~and 7operating ~~refer~~with ~~only~~more toefficient ~~continuing~~workflows ~~operations~~and processes. ~~See~~ ~~Note~~The 3,leaner ~~"Discontinued~~organizational ~~Operations,"~~structure is also expected to ~~the~~improve ~~Consolidated~~communication ~~Financial~~flow ~~Statements~~and incross-functional ~~this~~collaboration, ~~2018~~leveraging ~~Form~~the ~~10-K~~more ~~for~~efficient ~~further~~business ~~information~~processes.

33As a result of the Revlon 2020 Restructuring Program, the Company expects to eliminate approximately 1,000 positions worldwide, including approximately 650 current employees and approximately 350 open positions. In March 2020, the Company began informing certain employees that will be affected by the Revlon 2020 Restructuring Program. While certain aspects of the Revlon 2020 Restructuring Program may be subject to consultations with employees, works councils, unions and/or governmental authorities, the Company currently expects to substantially complete the employee-related actions by the end of 2020 and the other consolidation and outsourcing actions during 2021 and 2022.

In connection with implementing the Revlon 2020 Restructuring Program, the Company expects to recognize during 2020 approximately $55 million to $65 million of total pre-tax restructuring and related charges (the “2020 Restructuring Charges”), consisting primarily of employee-related costs, such as severance, retention and other contractual termination benefits. In addition the Company expects, restructuring charges in the range of $65 million to $75 million to be charged and paid in the period of 2021 to 2022. The Company expects that substantially all of these restructuring charges will be paid in cash, with approximately $55 million to $65 million of the total charges expected to be paid in 2020, approximately $40 million to $45 million expected to be paid in 2021, with the balance expected to be paid in 2022.

As a result of the Revlon 2020 Restructuring Program, the Company expects to deliver in the range of $200 million to $230 million of annualized cost reductions by the end of 2022, with approximately 60% of these annualized cost reductions to be realized from the headcount reductions occurring in 2020. During 2020, the Company expects to realize approximately $105 million to $115 million of in-year cost reductions.

Strategic Review

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Recent Debt Transactions

2019 Term Loan Facility

Principal and Maturity: In August 2019, Products Corporation entered into a senior secured term loan facility among certain affiliated funds, investment vehicles or accounts managed or advised by Ares Management LLC, as lender, in an initial aggregate principal amount of $200 million (the “2019 Term Loan Facility” and such agreement being the “2019 Term Loan Agreement”), and Wilmington Trust, National Association (“Wilmington Trust”), as administrative agent and collateral agent. The approximate $188 million of net proceeds from the 2019 Term Loan Facility (after taking into account approximately $12 million of related fees and expenses) were used for general corporate purposes. The 2019 Term Loan Facility will mature on the earliest of: (x) August 6, 2023; (y) the 180th day prior to the stated maturity of Products Corporation’s existing 2016 Term Loan Facility, if any loans under the 2016 Term Loan Facility remain outstanding and have not been replaced or refinanced by such date; and (z) the date of any springing maturity of the 2016 Term Loan Facility (i.e., the 91st day prior to the maturity of the 5.75% Senior Notes due February 15, 2021 if any 5.75% Senior Notes remain outstanding by such date and certain liquidity thresholds are not met). See “Financial Condition, Liquidity and Capital Resources - 2019 Term Loan Facility” for additional details regarding the 2019 Term Loan Facility.

Guarantees and Security: Products Corporation and its restricted subsidiaries under the 2019 Term Loan Facility (collectively, the “Restricted Group”) are subject to the covenants under the 2019 Term Loan Agreement. The 2019 Term Loan Facility is guaranteed by each existing and future direct or indirect wholly-owned domestic restricted subsidiary of Products Corporation (subject to various exceptions), as well as by Revlon, on a limited recourse basis, and Elizabeth Arden (U.K.) Ltd., Revlon Canada Inc. and Elizabeth Arden (Canada) Limited. The obligations of Revlon, Products Corporation and the subsidiary guarantors under the 2019 Term Loan Facility are secured by pledges of the equity of Products Corporation and the equity of the Restricted Group held by Products Corporation and each subsidiary guarantor (subject to customary exceptions, including equity of first-tier foreign subsidiaries in excess of 66% of the voting equity interests of such entity) and by substantially all tangible and intangible personal and real property of Products Corporation and the subsidiary guarantors (subject to customary exclusions). The 2019 Term Loan Facility and the existing 2016 Term Loan Facility share the same guarantors and collateral, except that the 2019 Term Loan Facility is also secured by a first-priority lien on certain intellectual property of the American Crew business (the “Additional Collateral”) and is guaranteed by the entities established to hold such Additional Collateral. Pursuant to a first lien pari passu intercreditor agreement, dated August 6, 2019, among Revlon, Products Corporation, the subsidiary guarantors, Wilmington Trust and Citibank, N.A. (acting as administrative agent and collateral agent for the 2016 Term Loan Facility), the liens on the shared collateral securing the 2019 Term Loan Facility rank pari passu in priority with the liens on the shared collateral securing the 2016 Term Loan Facility.

License Agreement: In connection with the pledge of such Additional Collateral, Products Corporation entered into intercompany arrangements pursuant to which the Additional Collateral was contributed to a newly-formed subsidiary, Beautyge I, which then further contributed the Additional Collateral to its new wholly-owned subsidiary, Beautyge II, LLC. Products Corporation entered into a license and royalty arrangement on arm’s length terms with Beautyge II, LLC to provide for the Company’s continued use of the Additional Collateral during the term of the 2019 Term Loan Facility.

Interest and Fees: Interest accrues on the 2019 Term Loan Facility at a rate per annum of one-month adjusted LIBOR (which has a floor of 0%) plus a margin of 9.50%. Products Corporation is also obligated to pay customary fees and expenses in connection with the 2019 Term Loan Facility.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Affirmative and Negative Covenants: The 2019 Term Loan Agreement contains certain affirmative and negative covenants that, among other things, limit the Restricted Group’s ability to: (i) incur additional debt; (ii) incur liens; (iii) sell, transfer or dispose of assets; (iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated or junior lien debt; (vii) enter into certain transactions with their affiliates; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debt. The 2019 Term Loan Agreement also contains additional covenants: (i) restricting the activities of the entities established to hold the Additional Collateral; (ii) limiting the incurrence of additional secured debt by the Restricted Group to an aggregate principal amount of $50 million (excluding the Amended 2016 Revolving Credit Facility and any refinancing of the 5.75% Senior Notes due 2021); (iii) restricting the transfer by the Restricted Group of material intellectual property to non-guarantor restricted subsidiaries or other affiliates; and (iv) limiting additional investments by Products Corporation and its subsidiary guarantors in any non-guarantor subsidiary to an outstanding amount of $50 million plus $10 million for ordinary course investments consistent with past practice. These negative covenants are subject to various exceptions, including an “available amount basket” based on 50% of Products Corporation’s cumulative consolidated net income from October 1, 2016, subject to Products Corporation’s compliance with a 5.0 to 1.0 ratio of Products Corporation’s net debt to Consolidated EBITDA (as defined in the 2019 Term Loan Agreement), except such compliance is not required when such baskets are used to make investments.

Financial Covenants: The 2019 Term Loan Agreement contains financial covenants. First, Products Corporation cannot permit at any time both (x) the aggregate principal amount of secured and structurally senior debt to exceed $2.5 billion and (y) the ratio of Products Corporation's net secured and structurally senior debt to Consolidated EBITDA to be greater than 5.0 to 1.0, subject to a one-time equity cure right. Second, Products Corporation’s Consolidated EBITDA cannot be less than $250 million for any test period ending on or after March 31, 2021.

Prepayments: The 2019 Term Loan Facility is subject to mandatory prepayments from: (i) the net proceeds from the issuance by Products Corporation or any of its restricted subsidiaries of certain additional debt; (ii) commencing with the excess cash flow calculation with respect to fiscal year ending December 31, 2020, 50% of excess cash flow, with step-downs to 25% and 0% upon achievement of certain first lien leverage ratios and reduced by voluntary prepayments of the 2019 Term Loan Facility, the 2016 Term Loan Facility and revolving loans under the Amended 2016 Revolving Credit Facility (to the extent commitments thereunder are permanently reduced); and (iii) asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property that have not been reinvested to the extent in excess of certain minimum amounts (subject to an aggregate reinvestment cap of $50 million). Products Corporation may voluntarily prepay the 2019 Term Loan Facility at any time. All voluntary prepayments, certain mandatory prepayments and repayments upon acceleration after an event of default of the 2019 Term Loan Facility must be accompanied by a fee in an amount equal to: (i) prior to January 1, 2021, a make-whole amount with respect to interest payments through December 31, 2020 plus 10% of the aggregate principal amount prepaid, repaid or required to be repaid; (ii) on and after January 1, 2021, but prior to January 1, 2022, 10% of the aggregate principal amount prepaid, repaid or required to be repaid; (iii) on and after January 1, 2022, but prior to January 1, 2023, 7.5% of the aggregate principal amount prepaid, repaid or required to be repaid; or (iv) thereafter, 5% of the aggregate principal amount prepaid, repaid or required to be repaid. A 5% exit fee is also payable upon the final scheduled maturity of the 2019 Term Loan Facility or if the loans thereunder are accelerated upon an event of default. The 2019 Term Loan Agreement also contains certain customary representations, warranties and events of default.

Events of Default: The 2019 Term Loan Agreement includes customary events of default, including a cross default provision making it an event of default under the 2019 Term Loan Agreement if there is an event of default under Products Corporation’s existing 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the Amended 2019 Senior Line of Credit Agreement or the Senior Notes Indentures. The lenders under the 2019 Term Loan Agreement may declare all outstanding loans under the 2019 Term Loan Agreement to be due and payable immediately upon an event of default. Under such circumstances, the lenders under the 2016 Credit Agreements, the Amended 2019 Senior Line of Credit Agreement and the 2018 Foreign Asset-Based Term Agreement may also declare all outstanding loans under such facilities to be due and payable immediately as a result of similar cross default provisions, and upon non-payment of any accelerated principal amount, the trustees or noteholders for the 5.75% Senior Notes and 6.25% Senior Notes may declare all outstanding notes to be due and payable immediately as a result of similar cross-acceleration provisions, subject to certain exceptions and limitations described in the relevant instruments.

Fees and expenses incurred in connection with consummating the 2019 Term Loan Agreement of approximately $14 million were capitalized and are being amortized to interest expense over the term of the 2019 Term Loan Agreement using the effective interest method. The aggregate principal amount outstanding under the 2019 Term Loan Facility Agreement at December 31, 2019 was $200 million.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Amended 2019 Senior Line of Credit Agreement

In June 2019, Products Corporation entered into a 2019 Senior Unsecured Line of Credit Agreement, providing Products Corporation with a ### senior unsecured line of credit from MacAndrews & Forbes Group, LLC, a subsidiary of Revlon’s majority stockholder, which facility allows Products Corporation to request loans thereunder and to use the proceeds of such loans for working capital and other general corporate purposes until the facility matures. In November 2019, Products Corporation and MacAndrews & Forbes Group, LLC entered into the Amended and Restated 2019 Senior Unsecured Line of Credit Agreement (the “Amended 2019 Senior Line of Credit Agreement”) to extend the maturity of such facility by 1-year, expiring December 31, 2020 (the "Amended 2019 Senior Line of Credit Facility"). As of December 31, 2019 and as of the November 7, 2019 extension date, there were no borrowings outstanding or repayments under the Amended 2019 Senior Line of Credit Facility.

Any loans outstanding under the Amended 2019 Senior Line of Credit Facility shall bear interest at an annual rate of 8%, which is payable quarterly in arrears in cash. Products Corporation may, at its option, prepay any borrowings under the Amended 2019 Senior Line of Credit Facility, in whole or in part (together with accrued and unpaid interest), at any time prior to maturity, without premium or penalty. Products Corporation is required to repay any outstanding loans under the Amended 2019 Senior Line of Credit Facility, together with accrued interest thereon, if for any reason Products Corporation or any of its subsidiaries has available unrestricted cash that Products Corporation determines, in its reasonable judgment, is not required to run their operations in the ordinary course of business, provided that such repayment would not result in material adverse tax consequences.

The Amended 2019 Senior Line of Credit Agreement includes customary events of default, including a cross default provision making it an event of default under the Amended 2019 Senior Line of Credit Agreement if there exists and continues an event default under Products Corporation’s 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, the 2019 Term Loan Agreement or the Senior Notes Indentures. If any such event of default occurs, MacAndrews & Forbes Group, LLC may declare all outstanding loans under the Amended 2019 Senior Line of Credit Facility to be due and payable immediately.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

March 2019 Amendment to the 2016 Revolving Credit Facility

In March 2019, Products Corporation, Revlon and certain of their subsidiaries entered into Amendment No. 2 (“Amendment No. 2”) to the 2016 Revolving Credit Agreement (as amended by Amendment No. 2, the “Amended 2016 Revolving Credit Agreement”) in respect of the 2016 Revolving Credit Facility (as in effect after Amendment No. 2, the “Amended 2016 Revolving Credit Facility”). Pursuant to the terms of Amendment No. 2, the maturity date applicable to the $41.5 million senior secured first in, last out Tranche B of the Amended 2016 Revolving Credit Facility was extended from April 17, 2019 to April 17, 2020. The 2016 Revolving Credit Agreement provided that the “Liquidity Amount” (defined in the Amended 2016 Revolving Credit Agreement as the sum of each borrowing base less the sum of (x) the aggregate outstanding extensions of credit under the Amended 2016 Revolving Credit Facility, and (y) any availability reserve in effect on such date) may exceed the aggregate commitments under the Amended 2016 Revolving Credit Facility by up to 5%. Amendment No. 2 limits the Liquidity Amount to no more than the aggregate commitments under the Amended 2016 Revolving Credit Facility. Under the 2016 Revolving Credit Agreement, a “Liquidity Event Period” generally occurred if Products Corporation’s Liquidity Amount fell below the greater of $35 million and 10% of the maximum availability under the 2016 Revolving Credit Facility. Amendment No. 2 changed these thresholds to $50 million and 15%, respectively, only for purposes of triggering certain notification obligations of Products Corporation, increased borrowing base reporting frequency and the ability of the administrative agent to apply amounts collected in controlled accounts for the repayment of loans under the Amended 2016 Revolving Credit Facility. After entering into Amendment No. 2, in March 2019 Products Corporation’s availability under the Amended 2016 Revolving Credit Facility was $37.3 million, which was less than the greater of $35 million and 10% of the maximum availability under the Amended 2016 Revolving Credit Facility, which at such date equated to $41.3 million. Accordingly, effective beginning in March 2019 Products Corporation is required to maintain a FCCR of a minimum of 1.0 to 1.0 (which it currently satisfies), the administrative agent may apply amounts collected in controlled accounts for the repayment of loans under the Amended 2016 Revolving Credit Facility, which the administrative agent began applying in March 2019, and Products Corporation is required to provide the administrative agent with weekly borrowing base certificates. Products Corporation will be required to: (i) maintain such 1.0 to 1.0 minimum FCCR until such time that availability under the Amended 2016 Revolving Credit Facility equals or exceeds the greater of $35 million and 10% of the maximum availability under such facility for at least 20 consecutive business days; and (ii) Products Corporation will continue to provide the administrative agent with weekly borrowing base certificates and the administrative agent may continue to apply amounts collected in controlled accounts as set forth above in each case until such time that availability under such facility is equal or exceeds the greater of ### and ### of the maximum availability under such facility for at least ### consecutive business days. Amendment No. 2 also adjusts, among other things, the “payment conditions” required to make unlimited restricted payments.

Operating Segments

The Company operates in four reporting segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances:

• Elizabeth Arden - The Elizabeth Arden segment is comprised of the Company's Elizabeth Arden branded products. The Elizabeth Arden segment markets, distributes and sells fragrances, skin care and color cosmetics primarily to prestige retailers, department and specialty stores, perfumeries, boutiques, e-commerce sites, the mass retail channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce business under brands such as Elizabeth Arden Ceramide, Prevage, Eight Hour, SUPERSTART, Visible Difference and Skin Illuminating in the Elizabeth Arden skin care brands; and Elizabeth Arden White Tea, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue and Elizabeth Arden Green Tea in Elizabeth Arden fragrances.

• Portfolio - The Company’s Portfolio segment markets, distributes and sells a comprehensive line of premium, specialty and mass products primarily to the mass retail channel, hair and nail salons and professional salon distributors in the U.S. and internationally and large volume retailers, specialty and department stores under brands such as Almay and SinfulColors in color cosmetics; American Crew in men's grooming products (which are also sold direct-to-consumer on its americancrew.com website); CND in nail polishes, gel nail color and nail enhancements; Cutex in nail care products; Pure Ice in nail polishes; and Mitchum in anti-perspirant deodorants. The Portfolio segment also includes a multi-cultural hair care line consisting of Creme of Nature hair care products, which are sold in both professional salons and in large volume retailers and other retailers, primarily in the U.S.; and a body care line under the Natural Honey brand and hair color line under the Llongueras brand (licensed from a third party) that are both sold in the mass retail channel, large volume retailers and other retailers, primarily in Spain.41

• Fragrances - The Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances, as well as the distribution of prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), Britney Spears, Elizabeth Taylor, Curve, John Varvatos, Christina Aguilera, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, Paul Sebastian, Alfred Sung, Jennifer Aniston, Mariah Carey, Halston, Geoffrey Beene, La Perla, White Shoulders, AllSaints and Wildfox.

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REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~Results~~(all oftabular ~~Operations~~amounts in millions, except share and per share amounts)

•Portfolio - The Company’s Portfolio segment markets, distributes and sells a comprehensive line of premium, specialty and mass products primarily to the mass retail channel, hair and nail salons and professional salon distributors in the U.S. and internationally and large volume retailers, specialty and department stores under brands such as Almay and SinfulColors in color cosmetics; American Crew in men's grooming products (which are also sold direct-to-consumer on its americancrew.com website); CND in nail polishes, gel nail color and nail enhancements; Cutex in nail care products; and Mitchum in anti-perspirant deodorants. The Portfolio segment also includes a multi-cultural hair care line consisting of Creme of Nature hair care products, which are sold in both professional salons and in large volume retailers and other retailers, primarily in the U.S.; and a hair color line under the Llongueras brand (licensed from a third party) that is sold in the mass retail channel, large volume retailers and other retailers, primarily in Spain.

•Fragrances - The Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances, as well as the distribution of prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as: (i) Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Elizabeth Taylor, Christina Aguilera, Jennifer Aniston and Mariah Carey in celebrity fragrances; and (iii) Curve, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, ‹PS› (logo of former Paul Sebastian brand), Alfred Sung, Halston, Geoffrey Beene and White Diamonds in mass fragrances.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Results of Operations — Revlon, Inc.

Consolidated Net Sales:

~~Year-~~Consolidated net sales in 2019 were $2,419.6 million, a $144.9 million, or 5.7%, decrease compared to~~-date~~ ~~results~~$2,564.5 million in 2018. Excluding the $55.7 million unfavorable FX impact, consolidated net sales decreased by $89.2 million, or 3.5%, during 2019. The XFX net sales decrease in 2019 was due primarily to: a $62.8 million, or 11.1%, decrease in Portfolio segment net sales, a $52.1 million, or 10.2%, decrease in Fragrances segment net sales and a $17.5 million, or 1.8%, decrease in Revlon segment net sales; partially offset by a $43.2 million, or 8.8%, increase in Elizabeth Arden segment net sales.

Consolidated net sales in 2018 were $2,564.5 million, a $129.2 million decrease, or 4.8%, compared to $2,693.7 million in 2017. Excluding the $0.8 million favorable FX impact, consolidated net sales decreased by $130.0 million, or 4.8%, during 2018. The XFX net sales decrease in 2018 was due primarily to: a $90.1 million, or 8.3%, decline in Revlon segment net sales; a $67.6 million, or 11.7%, decline in Fragrances segment net sales; and a $26.4 million, or 4.5%, decline in Portfolio segment net sales; partially offset by a $54.1 million, or 12.5%, increase in Elizabeth Arden segment net sales.

See "Segment Results" below for further information on net sales by segment.

Segment Results:

The Company's management evaluates segment profit for each of the Company's reportable segments. ~~Effective~~ ~~January~~The ~~1, 2018, the~~ Company allocates corporate expenses to each reportable segment to arrive at segment profit, as these expenses are ~~now~~ included in the internal measure of segment operating performance. The Company defines segment profit as income from continuing operations before interest, taxes, depreciation, amortization, stock-based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. Segment profit also excludes the impact of certain items that are not directly attributable to the segments' underlying operating performance. The Company does not have any material inter-segment sales. For a reconciliation of segment profit to ~~income (~~loss) from continuing operations before income taxes, see Note 17, "Segment Data and Related Information," to the Company's Audited Consolidated Financial Statements in this ~~2018~~2019 Form 10-K.

The following tables provide a comparative summary of the Company's segment results for the periods presented. ~~Prior period amounts have been restated to conform to the current period's presentation:~~

	~~Net Sales~~		Net Sales															~~Segment Profit~~																						Segment Profit
	~~Year Ended December 31,~~		Year Ended December 31,				~~Change~~						~~XFX Change (a)~~				Change	~~Year Ended December 31,~~				~~Change~~					~~XFX Change (a)~~	XFX Change (a)								Year Ended December 31,						Change	XFX Change (a)
	2018				2017		$			%			$			%		2018		2017		$			%		$			%
			2019				2018					$					%			$				%				2019				2018		$		%		$		%
Revlon	$	~~998.3~~	$	958.8	$	~~1,089.3~~	$	~~(91~~998.03	)	~~(8.4~~	)%	$	$(39.5)	~~(90.1~~	)	~~(8.3~~	(4.0)%	$%	~~132.0~~	$	~~182~~(17.85)	$	~~(50.8~~	(1.8)	~~(27.8~~%	)%	$	~~(48.9~~$	)101.2	~~(26.8~~	)%	$	129.6	$	(28.4)	(21.9)	%	$	(25.1)	(19.4)	%
Elizabeth Arden	~~490.2~~		520.0		~~433.8~~		56490.42			~~13.0~~	%	29.8	~~54.1~~			~~12.5~~	%6.1	~~25.6~~%		743.92		~~17.7~~		8.8	~~224.1~~%	%	~~18.6~~	37.6		~~235.4~~	%	24.4		13.2		54.1	%	15.3		62.7	%
Portfolio	~~564.6~~		487.8		~~592.5~~		~~(27~~564.96		)	~~(4.7~~	)%	(76.8)	~~(26.4~~		)	~~(4.5~~	(13.6)%	~~9.3~~%		9(62.68)		~~(0.3~~		(11.1)	~~(3.1~~%	)%	—	45.0		—	%	7.9		37.1		N.M.		38.0		N.M.
Fragrances	~~511.4~~		453.0		~~578.1~~		~~(66~~511.74		)	~~(11.5~~	)%	(58.4)	~~(67.6~~		)	~~(11.7~~	(11.4)%	~~77.3~~%		63(52.61)		~~13.7~~		(10.2)	~~21.5~~%	%	~~14.0~~	82.3		~~22.0~~	%	76.0		6.3		8.3	%	7.1		9.3	%
Total	$	~~2,564.5~~	$	2,419.6	$	~~2,693.7~~	$	~~(129.~~2,564.5	)	~~(4.8~~	)%	$	$(144.9)	~~(130.0~~	)	~~(4.8~~	(5.7)%	$%	~~244.2~~	$	~~263~~(89.92)	$	~~(19.7~~	(3.5)	~~(7.5~~%	)%	$	~~(16.3~~$	)266.1	~~(6.2~~	)%	$	237.9	$	28.2	11.9	%	$	35.3	14.8	%

^(a) XFX excludes the impact of foreign currency fluctuations.

N.M. - Not meaningful

Revlon Segment

Revlon segment net sales in ~~2018~~2019 were $~~998~~958.38 million, a $9139.05 million, or 8.4.0%, decrease, compared to $~~1,089~~998.3 million in ~~2017~~2018. Excluding the $022.90 million unfavorable FX impact, total Revlon segment net sales in ~~2018~~2019 decreased by $9017.15 million, or 81.38%, compared to ~~2017~~2018. This decrease was primarily driven by ~~the segment's~~ lower net sales ~~due~~of toRevlon ~~the~~ColorSilk ~~Oxford,~~hair ~~N.C. facility service level disruptions~~color, ~~which~~as ~~resulted~~well inas ~~approximately~~lower ~~$54 million in lost~~ net sales ~~for~~of ~~the~~Revlon ~~segment,~~color incosmetics ~~addition~~and toRevlon-branded ~~consumption~~beauty ~~declines~~tools primarily in North America ~~for both Revlon color cosmetics and Revlon ColorSilk hair color~~, partially offset by ~~higher~~increased net sales of Revlon-branded hair care ~~products,~~and ~~primarily~~professional ~~in Asia~~products.

Revlon segment profit in ~~2018~~2019 was $~~132~~101.2 million, a $5028.84 million, or 2721.89%, decrease, compared to $~~182~~129.86 million in ~~2017.~~ 2018. Excluding the $13.93 million unfavorable FX impact, Revlon segment profit in ~~2018~~2019 decreased by $4825.91 million, or 2619.84%, compared to ~~2017~~2018. This decrease was primarily driven by the Revlon segment's lower net sales described above and lower gross profit margin, partially offset by lower brand support expenses.

~~Elizabeth Arden Segment~~43

Elizabeth Arden segment net sales in 2018 were $490.2 million, a $56.4 million, or 13.0%, increase, compared to $433.8 million in 2017. Excluding the $2.3 million favorable FX impact, Elizabeth Arden net sales in 2018 increased by $54.1 million,

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REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

or(all ~~12.5%,~~tabular ~~compared~~amounts toin ~~2017. This increase was primarily driven by the segment's higher net sales of Elizabeth Arden-branded skin care products~~millions, ~~including~~except ~~Ceramide~~share and ~~Prevage,~~per ~~primarily~~share ~~internationally.~~amounts)

Elizabeth Arden ~~segment profit in 2018 was $25.6 million, a $17.7 million increase, compared to $7.9 million in 2017.~~Segment Excluding the $0.9 million unfavorable FX impact, Elizabeth Arden segment profit in 2018 increased by $18.6 million compared to 2017. This increase was primarily driven by the segment's higher net sales described above, partially offset by higher distribution costs, associated with the increased level of sales and geographic mix.

Elizabeth Arden segment net sales in 2019 were $520.0 million, a $29.8 million, or 6.1%, increase, compared to $490.2 million in 2018. Excluding the $13.4 million unfavorable FX impact, Elizabeth Arden segment net sales in 2019 increased by $43.2 million, or 8.8%, compared to 2018. This increase was primarily driven by higher net sales of Ceramide and Prevage skin care products and of certain Elizabeth Arden-branded fragrances, primarily internationally, partially offset by lower net sales of Elizabeth Arden-branded color cosmetics and certain other skin care products.

Elizabeth Arden segment profit in 2019 was $37.6 million, a $13.2 million, or 54.1%, increase, compared to $24.4 million in 2018. Excluding the $2.1 million unfavorable FX impact, Elizabeth Arden segment profit in 2019 increased by $15.3 million, or 62.7%, compared to 2018. This increase was primarily driven by the Elizabeth Arden segment's higher net sales described above, partially offset by higher brand support expenses.

Portfolio Segment

Portfolio segment net sales in ~~2018~~2019 were $~~564~~487.68 million, a $2776.98 million, or 413.76%, decrease, compared to $~~592~~564.56 million in ~~2017~~2018. Excluding the $114.50 million unfavorable FX impact, total Portfolio segment net sales in ~~2018~~2019 decreased by $2662.48 million, or 411.51%, compared to ~~2017~~2018. This decrease was driven primarily by the Portfolio segment's lower net sales of ~~local~~CND ~~and~~nail ~~regional~~products, ~~brands~~Almay, Pure Ice and SinfulColors color cosmetics, Mitchum anti-perspirant deodorants, as well as lower net sales of ~~Cutex~~local ~~nail~~and ~~care~~regional ~~products,~~brands. These decreases were partially offset by higher net sales of ~~Almay~~Cutex ~~color~~nail ~~cosmetics,~~care ~~following~~products ~~the~~and ~~relaunch~~American ofCrew ~~the~~men's ~~brand~~grooming ~~in North America~~products.

Portfolio segment profit in ~~2018~~2019 was $945.30 million, a $037.31 million, orincrease ~~3.1%, decrease~~ compared to $97.69 million in ~~2017~~2018. Excluding the $0.39 million unfavorable FX impact, Portfolio segment profit in ~~2018~~2019 ~~remained~~increased ~~flat~~by $38.0 million compared to ~~2017.~~ 2018. This increase was primarily driven by the Portfolio segment's lower brand support, ~~cost~~expenses ~~of sales~~ and ~~distribution~~lower ~~expenses~~other SG&A, partially offset by lower net sales, as described above, and lower gross profit margin.

Fragrances Segment

Fragrances segment net sales in ~~2018~~2019 were $~~511~~453.40 million, a $6658.74 million, or 11.54%, decrease, compared to $~~578~~511.14 million in ~~2017~~2018. Excluding the $06.93 million ~~favorable~~unfavorable FX impact, total Fragrances segment net sales in ~~2018~~2019 decreased by $6752.61 million, or 1110.72%, compared to ~~2017~~2018. This decrease was driven primarily by lower net sales in the Fragrances segment's ~~expiration~~due ofto the ongoing overall weakness in the mass retail channel, including certain ~~licenses~~retail store closures in ~~2018~~North America, aspartially ~~well~~offset asby ~~lower~~higher net sales ofattributable ~~other~~to ~~licensed~~new ~~fragrances~~products ~~within~~launches ~~the~~in ~~mass~~2019, ~~retail~~primarily ~~channel~~internationally.

Fragrances segment profit in ~~2018~~2019 was $7782.3 million, a $136.73 million, or 218.53%, increase, compared to $6376.60 million in ~~2017~~2018. Excluding the $0.38 million unfavorable FX impact, Fragrances segment profit in ~~2018~~2019 increased by $147.1 million, or 229.03%, compared to ~~2017~~2018. This increase was primarily driven by the ~~realization~~Fragrances ofsegment's ~~cost~~lower ~~reductions,~~brand ~~principally~~support ~~associated~~expenses ~~with insourcing production capabilities~~ and lower ~~brand~~other ~~support expenses~~SG&A, partially offset by the impact of the segment's lower net sales, as described above, and lower gross profit margin.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Geographic Results:

The following tables provide a comparative summary of the Company's North America and International net sales for the periods presented:

	~~Year Ended December 31,~~		Year Ended December 31,				~~Change~~						~~XFX Change (a)~~				Change						XFX Change (a)
	2018				2017		$			%			$			%
			2019				2018					$					%		$		%
Revlon
North America	$	~~522.3~~	$	497.2	$	~~581.7~~	$	~~(59~~522.43	)	~~(10.2~~	)%	$	$(25.1)	~~(59.3~~	)	~~(10.2~~	(4.8)%	%	$	(24.2)	(4.6)	%
International	~~476.0~~		461.6		~~507.6~~		~~(31~~476.60		)	~~(6.2~~	)%	(14.4)	~~(30.8~~		)	~~(6.1~~	(3.0)%	%	6.7		1.4	%
Elizabeth Arden
North America	$	~~135.6~~	$	120.4	$	~~136.5~~	$	(0135.96	)	~~(0.7~~	)%	$	$(15.2)	~~(0.7~~	)	~~(0.5~~	(11.2)%	%	$	(14.5)	(10.7)	%
International	~~354.6~~		399.6		~~297.3~~		57354.36			~~19.3~~	%	45.0	~~54.8~~			~~18.4~~	%12.7	%	57.7		16.3	%
Portfolio
North America	$	~~350.4~~	$	298.9	$	~~337.9~~	$	12350.54		~~3.7~~	%	$	$(51.5)	~~12.5~~		~~3.7~~	%(14.7)	%	$	(51.1)	(14.6)	%
International	~~214.2~~		188.9		~~254.6~~		~~(40~~214.42		)	~~(15.9~~	)%	(25.3)	~~(38.9~~		)	~~(15.3~~	(11.8)%	%	(11.7)		(5.5)	%
Fragrances
North America	$	~~345.9~~	$	309.2	$	~~377.2~~	$	~~(31~~345.39	)	~~(8.3~~	)%	$	$(36.7)	~~(31.2~~	)	~~(8.3~~	(10.6)%	%	$	(36.5)	(10.6)	%
International	~~165.5~~		143.8		~~200.9~~		~~(35~~165.45		)	~~(17.6~~	)%	(21.7)	~~(36.4~~		)	~~(18.1~~	(13.1)%	%	(15.6)		(9.4)	%
Total Net Sales	$	~~2,564.5~~	$	2,419.6	$	~~2,693.7~~	$	~~(129.~~2,564.5	)	~~(4.8~~	)%	$	$(144.9)	~~(130.0~~	)	~~(4.8~~	(5.7)%	%	$	(89.2)	(3.5)	%

^(a) XFX excludes the impact of foreign currency fluctuations.

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(except where otherwise noted, all tabular amounts in millions)

Revlon Segment

North America

In North America, Revlon segment net sales in ~~2018~~2019 decreased by $5925.41 million, or 104.28%, to $~~522~~497.32 million, compared to $~~581~~522.73 million in ~~2017~~2018. Excluding the $0.19 million unfavorable FX impact, Revlon segment net sales in North America in ~~2018~~2019 decreased by $5924.32 million, or 104.26%, compared to ~~2017~~2018. This decrease was primarily due to the Revlon segment's lower net sales of Revlon color cosmetics, as awell ~~result~~as oflower ~~the~~net ~~brand's~~sales ~~consumption~~of ~~declines~~Revlon-branded ~~within~~beauty ~~the~~tools ~~U.S.~~and ~~mass~~Revlon ~~retail~~ColorSilk ~~channel~~hair color, aspartially ~~well~~offset asby ~~declines~~higher in net sales of Revlon-branded ~~ColorSilk~~ hair ~~color~~care products within the U.S. mass retail channel.

International

Internationally, Revlon segment net sales in ~~2018~~2019 decreased by $3114.64 million, or 63.20%, to $~~476~~461.06 million, compared to $~~507~~476.60 million in ~~2017~~2018. Excluding the $021.81 million unfavorable FX impact, Revlon segment International net sales in ~~2018~~2019 ~~decreased~~increased by $306.87 million, or 6.1.4%, compared to ~~2017~~2018. This ~~decrease~~increase was driven primarily by the Revlon segment's ~~lower~~higher net sales of Revlon color cosmetics, primarily ~~resulting~~within the Company's Pacific, Latin America and Asia regions, due mainly to improved service levels from the Company's Oxford, N.C. facility, ~~service~~and ~~level~~higher ~~disruptions~~net sales of Revlon-branded hair-care professional products, following new product launches in Europe. This increase was partially offset primarily by ~~higher~~lower net sales of Revlon~~-branded~~ ColorSilk hair ~~care~~color products ~~primarily~~ in ~~Asia~~the Company's EMEA region.

Elizabeth Arden Segment

North America

In North America, Elizabeth Arden segment net sales in ~~2018~~2019 decreased by $015.92 million, or 011.72%, to $~~135~~120.64 million, compared to $~~136~~135.56 million in ~~2017~~2018. Excluding the $0.27 million unfavorable FX impact, Elizabeth Arden segment net sales in North America in ~~2018~~2019 decreased by $014.75 million, or 010.57%, compared to ~~2017~~2018. This decrease was driven primarily by the Elizabeth Arden segment's lower net sales of certain Elizabeth Arden -branded skin care and color cosmetics products resulting primarily ~~due~~from tocertain retail store closures, ~~as well as the anniversary of product innovation that benefited 2017,~~ partially offset primarily by higher net sales of the segment's Ceramide skin care ~~products, including Ceramide and Prevage~~brand.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

International

Internationally, Elizabeth Arden segment net sales in ~~2018~~2019 increased by $5745.30 million, or 1912.37%, to $~~354~~399.6 million, compared to $~~297~~354.36 million in ~~2017~~2018. Excluding the $212.57 million ~~favorable~~unfavorable FX impact, Elizabeth Arden segment International net sales in ~~2018~~2019 increased by $5457.87 million, or 1816.43%, compared to ~~2017~~2018. This increase was driven primarily by higher net sales of the Elizabeth Arden segment's Ceramide and Prevage skin care products, ~~including Ceramide and Prevage,~~ primarily within the Company's ~~Travel~~Asia ~~Retail~~region, ~~business~~particularly in China, and ~~Asia~~in ~~region~~the Travel Retail business, as well as higher net sales of certain Elizabeth Arden fragrance ~~products,~~brands. These increases were partially offset by lower net sales ~~declines~~ of Elizabeth Arden-branded color cosmetics products. See Item 1A. Risk Factors - "The ongoing occurrence of the coronavirus and any possible recurrence of other similar types of pandemics, or any other widespread public health problems, could result in decreased sales of the Company's products, which could have a material adverse effect on the Company's business, results of operations, financial condition and/or cash flows.”

Portfolio Segment

North America

In North America, Portfolio segment net sales in ~~2018~~2019 ~~increased~~decreased by $1251.5 million, or 314.7%, to $~~350~~298.49 million, as compared to $~~337~~350.94 million in ~~2017~~2018. Excluding the $0.4 million unfavorable FX impact, Portfolio segment net sales in North America in 2019 decreased by $51.1 million, or 14.6%, compared to 2018. This ~~increase~~decrease was ~~primarily~~ driven primarily by the Portfolio segment's ~~higher~~lower net sales of ~~Almay~~CND ~~color~~nail ~~cosmetics~~products ~~following~~and ~~the~~Almay ~~relaunch~~color ~~of the brand~~cosmetics, as well as ~~higher~~lower net sales of ~~CND~~Mitchum ~~nail~~anti-perspirant ~~products~~deodorants, Pure Ice and SinfulColors color cosmetics and local and regional brands. These decreases were partially offset by ~~the~~higher ~~segment's lower~~ net sales of ~~Cutex~~American ~~nail~~Crew ~~care~~men's grooming products.

International

Internationally, Portfolio segment net sales in ~~2018~~2019 decreased by $4025.43 million, or 1511.98%, to $~~214~~188.29 million, compared to $~~254~~214.62 million in ~~2017~~2018. Excluding the $113.56 million unfavorable FX impact, Portfolio segment International net sales decreased by $3811.97 million, or 155.35%, in ~~2018~~2019, compared to ~~2017,~~2018. ~~primarily~~This ~~due~~decrease towas driven primarily by the Portfolio segment's lower net sales of local and regional brands, asand ~~well~~CND asnail products, primarily in the ~~Oxford~~Company's EMEA region, ~~N.C.~~partially ~~facility~~offset ~~service~~by ~~level~~higher ~~disruptions~~net sales of Cutex nail care products primarily in Latin America and of Mitchum anti-perspirant deodorants in the EMEA region.

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(except where otherwise noted, all tabular amounts in millions)

Fragrances Segment

North America

In North America, Fragrances segment net sales in ~~2018~~2019 decreased by $3136.37 million, or 810.36%, to $~~345~~309.92 million, as compared to $~~377~~345.29 million in ~~2017~~2018. Excluding the $0.12 million unfavorable FX impact, Fragrances segment net sales in North America in ~~2018~~2019 decreased by $3136.25 million, or 810.36%, compared to ~~2017~~2018. This decrease was primarily driven by the Fragrances segment's ~~expiration~~lower ofnet ~~certain~~sales ~~licensed~~due ~~designer~~to ~~and~~weakness ~~celebrity~~in ~~fragrances~~the mass retail channel, as well as ~~lower~~certain ~~net~~retail ~~sales~~store closures in the ~~mass~~prestige ~~retail~~ channel.

International

Internationally, Fragrances segment net sales in ~~2018~~2019 decreased by $3521.47 million, or 1713.61%, to $~~165~~143.58 million, compared to $~~200~~165.95 million in ~~2017~~2018. Excluding the $16.01 million ~~favorable~~unfavorable FX impact, Fragrances segment International net sales decreased by $3615.46 million, or 189.14%, in ~~2018~~2019, compared to ~~2017~~2018, primarily due to the Fragrances segment's ~~expiration~~lower net sales of certain licensed fragrance brands primarily in the mass retail channel, partially offset by new product launches in the Company's EMEA region.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Gross profit:

The table below shows the Company's gross profit and gross margin for the periods presented:

	~~Year Ended December 31,~~									Year Ended December 31,
	2018			2017			Change
										2019			2018			Change
Gross profit	$	~~1,447.5~~		$	~~1,541.4~~		$	~~(93.9~~	)	$	1,367.4		$	1,447.5		$	(80.1)
Percentage of net sales	~~56.4~~		%	~~57.2~~		%	~~(0.8~~		)%	56.5		%	56.4		%	0.1		%

Gross profit decreased by $9380.91 million in ~~2018~~2019, as compared to ~~2017~~2018. Unfavorable sales volume decreased gross profit in 2019 by approximately $41 million, compared to 2018, with no impact on gross margin. Gross profit as a percentage of net sales (i.e., gross margin) in ~~2018~~2019 ~~decreased~~increased by 0.81 percentage points, as compared to ~~2017~~2018. The drivers of the ~~decrease~~increase in gross margin in ~~2018~~2019, as compared to ~~2017~~2018, primarily included:

• the impact of additional costs related to the service level disruptions at the Company's Oxford, N.C. manufacturing facility in 2018, which ~~decreased~~did not occur in 2019, resulting in increased gross margin byof 1approximately 0.95 percentage points; and

•lower ~~higher~~inventory ~~sales~~obsolescence ~~allowances~~reserves, which ~~decreased~~increased gross margin by 0.81 percentage points; ~~and~~

•with ~~higher~~the ~~inventory~~foregoing ~~obsolescence~~partially ~~reserves,~~offset ~~which~~primarily ~~decreased gross margin~~ by ~~0.5 percentage points;~~:

~~with~~•unfavorable ~~the~~FX ~~foregoing~~impacts, ~~partially~~which ~~offset~~decreased gross margin by: 0.4 percentage points; and

•the ~~cost~~impact ~~reductions~~of ~~associated with insourcing production capabilities~~tariffs, which ~~increased~~decreased gross margin by approximately 0.81 percentage points;.

• additional inventory costs in 2017 related to the increase in the fair value of inventory acquired in the Elizabeth Arden Acquisition, that did not recur in 2018, resulting in an increase in gross margin of 0.6 percentage points; and

•lower sales returns, which increased gross margin by 0.6 percentage points.

Unfavorable sales volume decreased gross profit in 2018 by approximately $96 million, compared to 2017, with no impact on gross margin.

SG&A expenses:

The table below shows the Company's SG&A expenses for the periods presented:

	~~Year Ended December 31,~~							Year Ended December 31,
	2018		2017		Change
								2019		2018		Change
SG&A expenses	$	~~1,454.2~~	$	~~1,461.5~~	$	~~(7.3~~	)	$	1,316.6	$	1,460.5	$	(143.9)

SG&A expenses decreased by $7143.39 million in ~~2018~~2019, compared to ~~2017~~2018, primarily driven by:

•lower ageneral and administrative expenses of approximately $~~46.6~~66 million, ~~decrease~~primarily inassociated ~~brand~~with ~~support~~the ~~expenses~~Company's ~~driven~~cost ~~partially~~optimization byinitiatives ~~the~~and ~~re-phasing~~lower ofincentive ~~certain~~compensation ~~marketing~~in ~~initiatives,~~2019 ~~primarily~~and ~~within~~higher costs in 2018 associated with the ~~Revlon~~departure ~~segment~~of certain executives; ~~and~~

38•a decrease of approximately $50 million in brand support expenses, driven by planned lower activity and cost reduction activities in 2019, primarily in North America within the Portfolio segment and, to a lesser extent, the Fragrances and the Revlon segments; and

•favorable FX impact of approximately $26 million.

Acquisition, integration and divestiture costs:

The table below shows the Company's acquisition, integration, and divestiture costs for the periods presented:


	Year Ended December 31,
	2019		2018		Change

Integration Costs	$	0.7	$	13.9	$	(13.2)
Divestiture Costs	3.2		—		3.2
Total acquisition, integration, and divestiture costs	$	3.9	$	13.9	$	(10.0)

The Company incurred $3.2 million of divestiture costs in 2019 including $1.9 million in professional fees incurred in connection with the exploration of strategic transactions involving Revlon and third parties and approximately $1.3 million relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 Transaction Incentive Program (the "2019 TIP"; see Note 13, "Stock Compensation Plan," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K for additional details on the 2019 TIP).

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

•(all ~~lower~~tabular ~~general~~amounts ~~and~~in ~~administrative expenses of approximately $6 million~~millions, ~~primarily~~except ~~driven~~share ~~by lower incentive compensation expense~~ and ~~lower~~per ~~travel~~share ~~expenses;~~amounts)

~~with~~The Company incurred $0.7 million and $13.9 million of integration costs in 2019 and 2018, respectively, primarily related to the ~~foregoing~~Company's ~~partially~~integration ~~offset~~of ~~by:~~Elizabeth Arden's operations into the Company's business, including professional fees and employee-related costs.

• higher amortization expense of approximately $19 million primarily attributable to the accelerated amortization of the Pure Ice intangible assets as a result of the revision of the brand’s intangible assets useful lives following the termination of a business relationship with its principal customer;

• higher distribution costs of approximately $13.5 million, primarily due to geographic mix; and

• higher product display costs of approximately $11.1 million, primarily within the Revlon segment.

Acquisition and Integration Costs:

The table below shows the Company's acquisition and integration costs for the periods presented:

	Year Ended December 31,
	2018		2017		Change
Acquisition Costs	$	—	$	3.6	$	(3.6	)
Integration Costs	13.9		49.3		(35.4		)
Total acquisition and integration costs	$	13.9	$	52.9	$	(39.0	)

The Company incurred $13.9 million of integration costs in 2018, primarily related to the Company's integration of Elizabeth Arden's operations into the Company's business, including professional fees and employee-related costs.

The Company incurred $52.9 million of acquisition and integration costs in 2017, primarily related to the Elizabeth Arden Acquisition.

Restructuring charges and other, net:

The table below shows the Company's restructuring charges and other, net for the periods presented:

	~~Year Ended December 31,~~							Year Ended December 31,
	2018		2017		Change
								2019		2018		Change
Restructuring charges and other, net	$	~~20.2~~	$	~~33.4~~	$	~~(13.2~~	)	$	12.8	$	20.2	$	(7.4)

Restructuring charges and other, net decreased $7.4 million during 2019, compared to 2018, primarily due to lower charges and adjustments to previously accrued charges in connection with the Company's restructuring under the EA Integration Restructuring Program and other immaterial programs, partially offset by higher charges under the 2018 Optimization Program. A discussion of the Company's restructuring charges in relation to its restructuring initiatives follows. See also, “Recent Developments – Revlon 2020 Restructuring Program” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

During 2018, the Company recorded $10 million of charges related to restructuring and related actions under the EA Integration Restructuring Program. Of these charges: (a) $9.5 million were recorded in restructuring charges and included $9.4 million of severance and other personnel costs and $0.1 million in lease termination costs; and (b) $0.5 million were recorded in cost of sales.

The EA Integration Restructuring Program was substantially completed by December 31, 2018 and the Company expects to incur limited further charges under this program, primarily related to its exit from certain leased spaces. As of December 31, 2018, the Company had recognized a total of $82.2 million of pre-tax restructuring and related charges consisting of: (i) $72.2 million of employee-related costs, including severance, retention and other contractual termination benefits; (ii) $5.1 million of lease termination costs; and (iii) $4.9 million of other related charges. The Company expects that cash payments will total $80 million to $85 million in connection with the EA Integration Restructuring Charges, of which $63.9 million were paid through December 31, 2018, with substantially all of the remaining balance expected to be paid by the end of 2020.

2018 Optimization Program

During 2018, the Company announced a new 2018 Optimization Program designed to streamline the Company’s operations, reporting structures and business processes, with the objective of maximizing productivity and improving profitability, cash flows and liquidity. ~~The~~During 2019, the Company ~~expects~~recorded to$33.8 ~~recognize~~million ~~approximately~~of restructuring and related charges under the 2018 Optimization Program consisting of: (i) $3016.1 million toof severance, personnel benefits and other restructuring costs; and (ii) $4017.7 million of other restructuring-related charges that were recorded within SG&A and cost of sales. The Company recognized approximately $39.5 million of cumulative total pre-tax restructuring and related charges under the 2018 Optimization Program since its inception in November 2018, consisting of employee-related costs, such as severance, pension and other termination costs, as well as other related charges within SG&A and cost of sales and approximately $10 6.5 million of additional capital expenditures. ~~During~~ ~~2018~~As of December 31, 2019, restructuring and related charges to be paid in cash are approximately 88% of the ~~Company~~total ~~recorded~~charges, of which approximately $525.79 million ofwere ~~pre-tax~~already ~~restructuring~~paid ~~charges~~through ~~related~~December 31, 2019, with any residual balance expected to ~~the~~be paid in 2020. The 2018 Optimization Program, ~~with~~resulted ~~substantially~~in ~~all~~approximately of$95 ~~the~~million ~~balance~~of toin-year becost ~~recognized~~reductions induring 2019~~. Of~~, ~~these~~which ~~charges:~~equate ~~(a)~~to approximately $~~4.5~~125 million of annualized cost reductions. The cost reductions were ~~recorded~~realized inwithin ~~restructuring~~cost ~~charges;~~of sales, selling, general and ~~(b)~~administrative ~~$1.2~~expenses, ~~million~~and restructuring.

39EA Integration Restructuring Program

The EA Integration Restructuring Program was completed in 2018. During 2019, the Company recorded an adjustment of $1.9 million to the charges previously recognized under this program related to a decrease in the amount of severance. During 2018, the Company recorded $10 million of charges under this program. As of December 31, 2019, the Company had recognized a total of $80.3 million of pre-tax restructuring and related charges since the inception in December 2016 of the EA Integration Restructuring Program consisting of: (i) $70.3 million of employee-related costs, including severance, retention and other contractual termination benefits; (ii) $5.1 million of lease termination costs; and (iii) $4.9 million of other related charges. The Company paid $71.9 million through December 31, 2019 in connection with the EA Integration Restructuring Program, with any remaining balance expected to be paid after 2019.

For further information on the EA Integration Restructuring Program, the 2018 Optimization Program and on the Company's other restructuring initiatives, see Note 2, "Restructuring Charges," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K. For further information on the Revlon 2020 Restructuring Program, see “Recent Developments – Revlon 2020 Restructuring Program” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~were~~(all ~~recorded~~tabular inamounts ~~SG&A. The Company expects that approximately 85% of the restructuring charges will be paid~~ in ~~cash~~millions, ofexcept ~~which~~share ~~approximately $0.8 million were paid in 2018~~ and ~~$25~~per ~~million~~share to $33 million are expected to be paid in 2019, with any remaining balance to be paid in 2020. The Company expects the 2018 Optimization Program to be substantially completed by December 31, 2019. The Company currently projects that the 2018 Optimization Program will result in annualized cost reductions in the range of approximately $125 million to $150 million by the end of 2019.amounts)

~~For~~(Gain) ~~further~~loss ~~information~~ on EAdivested Integration Restructuring Program, the 2018 Optimization Program and on the Company's other restructuring initiatives, see Note 2, "Restructuring Charges," to the Consolidated Financial Statements in this 2018 Form 10-K.assets:

~~During~~The ~~2017,~~table below shows the Company's ~~recorded~~(gain) ~~$33.4~~loss ~~million~~on ofdivested ~~charges~~assets ~~primarily~~for ~~related to~~ the EAperiods ~~Integration Restructuring Program.~~presented:

Loss on disposal of minority investment:


	Year Ended December 31,
	2019		2018		Change
(Gain) loss on divested assets	$	(26.6)	$	20.1	$	(46.7)

The ~~table~~$26.6 ~~below~~million ~~shows~~gain recorded in 2019 primarily refers to the sale of certain assets during the year, consisting of the Company'’s ~~disposal~~Natural ofHoney ~~investment~~and ~~loss~~Floid ~~for~~regional ~~the~~and ~~periods~~local ~~presented:~~brands.

	Year Ended December 31,
	2018		2017		Change
Loss on disposal of minority investment	$	20.1	$	—	$	20.1

The $20.1 million loss recorded in 2018, of which $18.6 million was non-cash, related to the write-off of the Company’s minority investment in a licensee after agreeing to wind-down the contract and revert the trademark rights to the Company following a brief transition period.

The $20.1 million loss on disposal of minority investment in the year ended December 31, 2018, of which $18.6 million was non-cash, related to the write-off of the Company’s minority investment in a licensee after agreeing to wind-down the contract and revert the trademark rights to the Company following a brief transition period. See Note 1, "Description of Business and Summary of Significant Accounting Policies," to the Company's Audited Consolidated Financial Statements in this ~~2018~~2019 Form 10-K for further information.

Interest expense:

The table below shows the Company's interest expense for the periods presented:

	~~Year Ended December 31,~~						Year Ended December 31,
	2018		2017		Change
							2019		2018		Change
Interest expense	$	~~176.6~~	$	~~149.8~~	$	~~26.8~~	$	196.6	$	176.6	$	20.0

The $2620.80 million increase in interest expense in ~~2018~~2019, as compared to ~~2017~~2018, was primarily due to higher average interest rates and higher ~~borrowings~~debt ~~under~~balances resulting from the ~~2016~~2019 ~~Revolving~~Term ~~Credit~~Loan Facility, asentered ~~well~~into asin ~~higher~~August ~~debt~~2019, ~~balances resulting from~~ the 2018 Foreign Asset-Based Term Facility entered into during the third quarter of 2018, as well as higher average borrowings under the Amended 2016 Revolving Credit Facility.

Please refer to "Financial Condition, Liquidity and Capital Resources - Long-Term Debt Instruments" in Item 7 of this ~~2018~~2019 Form 10-K for further information.

Foreign currency ~~losses~~ (gains) losses, net:

The table below shows the Company's foreign currency ~~losses~~ (gains) losses, net for the periods presented:

	~~Year Ended December 31,~~							Year Ended December 31,
	2018		2017			Change
								2019		2018		Change
Foreign currency losses (gains), net	$	15.8	$	(18.5	)	$	34.3
Foreign currency (gains) losses, net								$	(1.9)	$	15.8	$	(17.7)

The $151.89 million in foreign currency ~~losses~~gains, net, during ~~2018~~2019, compared to $1815.58 million in foreign currency ~~gains~~losses, net, during ~~2017~~2018, was primarily driven by the ~~net~~ unfavorable impact of ~~the~~foreign ~~revaluation~~currency offluctuations on certain U.S. Dollar denominated intercompany payables and foreign currency denominated receivables in the prior year.

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(except where otherwise noted, all tabular amounts in millions)

Provision for income taxes:

The table below shows the Company's provision for income taxes for the periods presented:

	~~Year Ended December 31,~~							Year Ended December 31,
	2018		2017		Change
								2019		2018		Change
Provision for income taxes	$	~~3.4~~	$	~~23.9~~	$	~~(20.5~~	)	$	0.2	$	2.2	$	(2.0)

The $20.5 million decrease in the Company's provision for income taxes in 2018, as compared to 2017, was primarily due to: (i) the increased loss from continuing operations before income taxes, partially offset by the reduced benefit attributable to the U.S tax rate change from 35% to 21% as a result of the Tax Act; (ii) the mix and level of earnings; (iii) valuation allowances recorded in 2018; and (iv) other net changes resulting from the Tax Act, including (a) the U.S. tax on the Company's foreign earnings under the GILTI provisions of the Tax Act and Tax Act guidance issued in 2018, (b) the limitation on interest deductions, and (c) the reduction in the Company's deferred tax liability resulting from its reassessment of permanently reinvested foreign earnings. See Note 15, "Income Taxes," to the Consolidated Financial Statements in this 2018 Form 10-K for further information on the impact of the Tax Act on the Company's provision for income taxes.49

~~The~~Table ~~Company's effective tax rate for the year ended December 31, 2018 was lower than the federal statutory rate~~ of 21%, primarily due to valuation allowances recorded in 2018, partially offset by the impact of reducing the Company's deferred tax liability from its reassessment of permanently reinvested foreign earnings. Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

The Company recorded a provision for income taxes of $0.2 million and $2.2 million for 2019 and 2018, respectively. The $2.0 million decrease in the provision for income taxes for 2019 compared to 2018, was primarily due to a decrease in foreign valuation allowances recorded in 2019, offset by additional tax expense resulting from changes in mix and level of foreign earnings. For a further discussion, see Note 14, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K, and Item 1A. “Risk Factors-Uncertainties in the interpretation and application of the U.S. income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows.”

The Company's effective tax rate for 2019 was lower than the federal statutory rate of 21% primarily due to additional U.S. tax expense on foreign earnings and valuation allowances recorded in 2019, which includes a valuation allowance on interest deductions.

The Company expects that its tax provision and effective tax rate in any individual quarter and year-to-date period will vary and may not be indicative of the Company's tax provision and effective tax rate for the full year.

InThe ~~assessing~~Company ~~the~~concluded ~~recoverability~~that, ofbased on its ~~deferred~~evaluation ~~tax~~of ~~assets~~objective verifiable evidence, ~~management~~it ~~regularly~~does ~~considers~~not ~~whether~~require ~~some~~a ~~portion~~valuation orallowance ~~all~~on ofits ~~the~~federal deferred tax assets, ~~will~~other ~~not~~than bethose ~~realized~~associated ~~based~~with the limitation on the ~~recognition~~deductibility ~~threshold~~of ~~and~~interest. ~~measurement~~The ofCompany does have a valuation allowance on deferred tax ~~position~~assets associated with its activity in certain U.S. ~~The~~states ~~ultimate~~and ~~realization~~foreign jurisdictions. These conclusions regarding the establishment of valuation allowances on the Company's deferred tax assets isas ~~generally~~of ~~dependent~~the ~~upon~~year ~~the~~ended ~~generation~~December of31, ~~future~~2019 ~~taxable~~are ~~income~~consistent ~~during~~with the ~~periods~~Company's inconclusions ~~which~~on ~~those~~such ~~temporary~~matters ~~differences~~as ~~become~~of ~~deductible~~the year ended December 31, 2018. However, if the Company does not generate sufficient taxable income in future periods, its deferred tax assets may not be realizable on a more-likely-than-not basis., Inwhich ~~such~~would ~~event,~~result ~~management~~in ~~may~~the beCompany ~~required~~having to establish an additional valuation allowance against its deferred tax assets. inThe ~~future periods, which would materially increase the~~ Company's ~~tax expense in the period in which the allowance is recognized and would adversely impact the Company's results of operations and statement of financial condition in such period. Management~~ will continue to ~~monitor~~assess ~~the~~all ~~circumstances~~available ~~that would require it to establish an additional valuation allowance on its deferred tax assets. Accordingly~~evidence, ~~depending~~both onnegative ~~future~~and ~~evidence that may become available~~positive, ~~the~~to ~~Company's~~determine ~~assessments~~whether ~~regarding~~such ~~its~~additional valuation allowance ~~position~~is ~~may change~~warranted.

~~Management~~For ~~considers~~a ~~the~~further ~~scheduled~~discussion, ~~reversal~~see ofNote ~~deferred~~14, ~~tax~~"Income ~~liabilities~~Taxes," ~~projected~~to ~~future~~the ~~taxable~~Company's ~~income~~Audited Consolidated Financial Statements in this 2019 Form 10-K, and ~~tax~~Item ~~planning~~1A. ~~strategies~~Risk Factors - "Uncertainties in ~~making~~the ~~this~~interpretation ~~assessment~~and application of the U.S. income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows.”

~~See~~Results ~~Item 1A. Risk Factors - "Uncertainties in the interpretation and application~~ of ~~the~~Operations ~~U.S.~~— ~~income~~Products ~~tax~~Corporation provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows" in this 2018 Form 10-K. See also Note 15, "Income Taxes," to the Consolidated Financial Statements in this 2018 Form 10-K for further information.

41The condensed consolidated statements of income of Products Corporation are essentially identical to the condensed consolidated statements of income of Revlon, Inc. except for the following:


	Year Ended December 31,
	2019		2018
Net loss - Revlon, Inc.	$	(157.7)	$	(294.2)
Selling, general and administrative expenses - public company's costs	7.9		6.3
Provision for income taxes	(1.4)		(1.2)
Net loss - Products Corporation	$	(151.2)	$	(289.1)

Refer to Revlon’s “Management Discussion and Analysis of Financial Condition and Results of Operations” herein.

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Financial Condition, Liquidity and Capital Resources

At December 31, ~~2018~~2019, the Company had a liquidity position of $~~160~~278.37 million, consisting of: (i) $87104.3 million of unrestricted cash and cash equivalents; (ii) $96157.47 million in available borrowing capacity under Products Corporation's Amended 2016 Revolving Credit Facility (which had $272.4 million drawn at such date); (iii) $30 million in available borrowing capacity under the Amended 2019 Senior Line of Credit Facility, which had no borrowings at such date; and less (~~iii~~iv) $2313.43 million of outstanding checks. Under the Amended 2016 Revolving Credit Facility, as Products Corporation’s consolidated fixed charge coverage ratio ("FCCR") was greater than 1.0 to 1.0 as of December 31, ~~2018~~2019, all of the $96157.47 million of availability under the Amended 2016 Revolving Credit Facility was available as of such date. See Note 9, "Debt," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K and “Part 1, Item 2. Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations--Recent Debt Transactions” for a discussion of the Company’s credit facilities and amendments entered into during 2019. See also, “Recent Developments – 2020 Refinancing Transactions” in this Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In2019 April 2018, Products Corporation entered into an amendment of the 2016 Revolving Credit Facility (the "Revolver Amendment"), as a result of which the borrowing base under the 2016 Revolving Credit Facility was increased to approximately $385 million. In June 2018, Products Corporation obtained the $50 million 2018 Senior Line of Credit Facility from MacAndrews & Forbes Incorporated, which matured on December 31, 2018. In July 2018, certain of the Company’s subsidiaries entered into the 2018 Asset-Based Term ~~Agreement~~Loan with Citibank, N.A., acting as administrative agent and collateral agent, which provides the Company with a euro-denominated senior secured asset-based term loan facility in an aggregate principal amount of €77 million, which was fully drawn on the closing date. See Note 10, "Long Term Debt," to the Consolidated Financial Statements in this 2018 Form 10-K for information regarding the April 2018 Revolver Amendment to the 2016 Revolving Credit Facility~~, the 2018 Senior Line of Credit Facility and the 2018 Asset-Based Term Agreement.~~

~~The~~Principal ~~Company's~~and ~~available~~Maturity: ~~liquidity~~In asAugust ~~of February 28~~2019, Products Corporation entered into the 2019 ~~was~~Term ~~approximately~~Loan Facility, which is a senior secured term loan facility among certain affiliated funds, investment vehicles or accounts managed or advised by Ares Management LLC, as lender, in an initial aggregate principal amount of $~~117.8~~200 million, ~~consisting~~and Wilmington Trust, as administrative and collateral agent. The approximate $188 million of: net proceeds from the 2019 Term Loan Facility (i)after taking into account approximately $~~67.6~~12 million of ~~unrestricted~~related ~~cash~~fees and ~~cash~~expenses) ~~equivalents~~were ~~(net~~used offor ~~outstanding~~general ~~checks~~corporate purposes. The 2019 Term Loan Facility will mature on the earliest of: (x); ~~and~~August 6, 2023; (iiy) ~~$50.2~~the ~~million~~180th inday ~~available~~prior ~~borrowing~~to ~~capacity~~the stated maturity of Products Corporation’s existing 2016 Term Loan Facility, if any loans under the 2016 ~~Revolving~~Term ~~Credit~~Loan Facility ~~(which~~remain ~~had~~outstanding ~~$352.6~~and ~~million~~have ~~drawn~~not atbeen replaced or refinanced by such date; and (z) the date of any springing maturity of the 2016 Term Loan Facility (i. ~~The~~e., ~~Company~~the ~~has~~91st ~~continued~~day prior to ~~repatriate~~the ~~cash~~maturity toof the U5.S75% Senior Notes due February 15, 2021 if any 5.75% ~~using~~Senior ~~tax-effective~~Notes ~~methods~~remain asoutstanding ~~part~~by ofsuch ~~continuing~~date toand ~~effectively~~certain ~~manage~~liquidity ~~its~~thresholds ~~working~~are ~~capital~~not ~~needs~~met).

~~The~~Guarantees ~~Company’s~~and ~~foreign~~Security: ~~operations~~Products ~~held~~Corporation ~~$77.0~~and ~~million~~its ~~out~~restricted ofsubsidiaries ~~its~~under ~~total~~the ~~$87.3~~2019 ~~million~~Term inLoan ~~cash~~Facility ~~and~~(collectively, ~~cash~~the ~~equivalents~~“Restricted asGroup”) ofare ~~December 31,~~subject ~~2018~~to the covenants under the 2019 Term Loan Agreement. The ~~cash~~2019 ~~held~~Term Loan Facility is guaranteed by ~~the~~each ~~Company’s~~existing ~~foreign~~and ~~operations~~future isdirect ~~primarily~~or ~~used~~indirect wholly-owned domestic restricted subsidiary of Products Corporation (subject to ~~fund~~various ~~such~~exceptions), ~~operations. The~~as ~~Company~~well ~~regularly~~as ~~assesses~~by ~~its~~Revlon, ~~cash~~on ~~needs~~a limited recourse basis, and ~~the~~Elizabeth ~~available~~Arden ~~sources~~(U.K.) ofLtd., ~~cash~~Revlon toCanada ~~fund~~Inc. ~~these~~and ~~needs~~Elizabeth Arden (Canada) Limited. As ~~part~~The obligations of ~~this assessment~~Revlon, Products Corporation and the ~~Company~~subsidiary ~~determines~~guarantors under the ~~amount~~2019 Term Loan Facility are secured by pledges of ~~foreign~~the ~~earnings,~~equity ifof ~~any,~~Products ~~that~~Corporation itand ~~intends~~the toequity ~~repatriate~~of tothe ~~help~~Restricted ~~fund~~Group ~~its~~held ~~domestic~~by ~~cash~~Products ~~needs~~Corporation and each subsidiary guarantor (subject to customary exceptions, including ~~for~~equity of first-tier foreign subsidiaries in excess of 66% of the ~~Company’s~~voting ~~debt~~equity ~~service~~interests ~~obligations,~~of such entity) and ~~pays~~by ~~applicable~~substantially ~~U.S.~~all ~~income~~tangible and ~~foreign~~intangible ~~withholding~~personal ~~taxes,~~and ifreal ~~any,~~property onof ~~such~~Products ~~earnings~~Corporation and the subsidiary guarantors (subject to customary exclusions). The 2019 Term Loan Facility and the ~~extent~~existing ~~repatriated,~~2016 Term Loan Facility share the same guarantors and ~~otherwise~~collateral, ~~records~~except that the 2019 Term Loan Facility is also secured by a ~~tax~~first-priority ~~liability~~lien ~~for~~on ~~the~~certain ~~estimated~~intellectual ~~cost~~property of ~~repatriation~~the inAmerican aCrew ~~future~~business ~~period.~~(the ~~During~~“Additional ~~2018,~~Collateral”) and is guaranteed by the ~~Company~~entities ~~continued~~established to ~~repatriate~~hold ~~funds~~such Additional Collateral. Pursuant to a first lien pari passu intercreditor agreement, dated August 6, 2019, among Revlon, Products Corporation, the Usubsidiary guarantors, Wilmington Trust and Citibank, N.SA. ~~through~~(acting as administrative agent and collateral agent for the ~~settlement~~2016 ofTerm ~~historical~~Loan ~~loans~~Facility), ~~and~~the ~~payables~~liens ~~due~~on ~~from~~the ~~certain~~shared ~~foreign~~collateral ~~subsidiaries~~securing the 2019 Term Loan Facility rank pari passu in priority with the liens on the shared collateral securing the 2016 Term Loan Facility.

~~After~~License ~~giving~~Agreement: ~~effect~~In toconnection ~~Amendment~~with ~~No. 2 to~~ the ~~Amended~~pledge ~~Revolving~~of ~~Credit~~such ~~Facility~~Additional Collateral, ~~the~~Products ~~Company~~Corporation ~~believes~~entered ~~that~~into itintercompany ~~continues~~arrangements topursuant ~~have sufficient liquidity~~ to ~~meet~~which ~~its cash needs for at least~~ the ~~next~~Additional 12Collateral ~~months~~was ~~based~~contributed ~~upon~~to ~~the~~a ~~cash~~newly-formed ~~generated~~subsidiary, byBeautyge ~~its operations~~I, ~~cash~~which onthen ~~hand,~~further ~~availability~~contributed ~~under~~ the ~~2016~~Additional ~~Revolving~~Collateral ~~Credit~~to ~~Facility~~its ~~and~~new ~~other~~wholly-owned ~~permitted~~subsidiary, ~~lines~~Beautyge ~~of credit~~II, ~~along~~LLC. ~~with~~Products ~~the~~Corporation ~~option~~entered tointo ~~further~~a ~~settle~~license ~~intercompany loans~~ and ~~payables~~royalty ~~with~~arrangement ~~certain~~on ~~foreign~~arm’s ~~subsidiaries.~~length ~~Such~~terms ~~cash~~with ~~resources~~Beautyge ~~will~~II, beLLC ~~further~~to ~~enhanced~~provide asfor the Company’s ~~implements~~continued ~~its~~use ~~2018~~of ~~Optimization~~the ~~Program,~~Additional ~~which~~Collateral ~~was initiated~~ during the ~~fourth~~term ~~quarter~~ of ~~2018, and cost reductions generated from other cost control initiatives. See "Recent Developments" and Note 21, "Subsequent Events," for additional information regarding~~ the ~~maturity~~2019 ofTerm ~~the~~Loan ~~Tranche B and related information~~Facility.

InInterest ~~December~~and ~~2017,~~Fees: ~~the~~Interest ~~U.S.~~accrues ~~government~~on ~~enacted~~ the ~~Tax~~2019 ~~Act,~~Term ~~which~~Loan ~~made~~Facility ~~broad~~at ~~and complex changes to the U.S. tax code, including~~ a ~~one-time~~rate ~~transition~~per ~~tax~~annum ~~on certain non-U.S. earnings, the current U.S. taxation~~ of ~~certain foreign earnings in 2018 and following years and limitations on tax deductions for interest expense in 2018 and following years. The Company was not subject to the~~ one-~~time~~month ~~transition~~adjusted ~~tax~~LIBOR ~~due~~(which tohas ~~its~~a ~~deficit~~floor ~~in foreign earnings as~~ of ~~the~~0%) ~~applicable~~plus measurement dates. Additionally, the Company determined that the limitation on interest deductibility will not impact the Company's 2018 federal cash taxes due to its current net operating loss position. Further, as a ~~result~~margin of ~~the Company’s anticipated net operating loss carryover to 2019, the Company expects that the Tax Act will not have a material impact on the Company's cash taxes or liquidity in 2019~~9. As50%. ofProducts ~~December~~Corporation ~~31, 2018, the Company's accounting for the Tax Act~~ is ~~complete.~~also ~~See~~obligated ~~Note 15, "Income Taxes,"~~ to ~~the~~pay ~~Consolidated~~customary ~~Financial~~fees ~~Statements in this 2018 Form 10-K~~ and ~~Item~~expenses ~~1A. Risk Factors - "Uncertainties~~ in ~~the~~connection ~~interpretation~~with ~~and application of~~ the ~~U.S.~~2019 ~~income~~Term ~~tax~~Loan ~~provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows" in this 2018 Form 10-K for further information~~Facility.

Prepayments: The 2019 Term Loan Facility is subject to mandatory prepayments from: (i) the net proceeds from the issuance by Products Corporation or any of its restricted subsidiaries of certain additional debt; (ii) commencing with the excess cash flow calculation with respect to fiscal year ending December 31, 2020, 50% of excess cash flow, with step-downs to 25% and 0% upon achievement of certain first lien leverage ratios and reduced by voluntary prepayments of the 2019 Term Loan Facility, the 2016 Term Loan Facility and revolving loans under the Amended 2016 Revolving Credit Facility (to the extent commitments thereunder are permanently reduced); and (iii) asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property that have not been reinvested to the extent in excess of certain minimum amounts (subject to an aggregate reinvestment cap of $50 million). Products Corporation may voluntarily prepay the 2019 Term Loan Facility at any time. All voluntary prepayments, certain mandatory prepayments and repayments upon acceleration after an event of default of the 2019 Term Loan Facility must be accompanied by a fee (the “Applicable Premium”) in an amount equal to: (i) prior to January 1, 2021, a make-whole amount with respect to interest payments through December 31, 2020 plus 10% of the aggregate principal amount prepaid, repaid or required to be repaid; (ii) on and after January 1, 2021, but prior to January 1, 2022, 10% of the aggregate principal amount prepaid, repaid or required to be repaid; (iii) on and after January 1, 2022, but prior to January 1, 2023, 7.5% of the aggregate principal amount prepaid, repaid or required to be repaid; or (iv) thereafter, 5% of the aggregate principal amount prepaid, repaid or required to be repaid. A 5% exit fee is also payable upon the final scheduled maturity of the 2019 Term Loan Facility or if the loans thereunder are accelerated upon an event of default. The 2019 Term Loan Agreement also contains certain customary representations, warranties and events of default.

Amended 2019 Senior Line of Credit Agreement

In June 2019, Products Corporation entered into a 2019 Senior Unsecured Line of Credit Agreement, providing Products Corporation with a $30 million senior unsecured line of credit from MacAndrews & Forbes Group, LLC, a subsidiary of Revlon’s majority stockholder, which facility allows Products Corporation to request loans thereunder and to use the proceeds of such loans for working capital and other general corporate purposes until the facility matures. In November 2019, Products Corporation and MacAndrews & Forbes Group, LLC entered into the Amended and Restated 2019 Senior Unsecured Line of Credit Agreement (the “Amended 2019 Senior Line of Credit Agreement”) to extend the maturity of such facility by 1-year, expiring December 31, 2020 (the "Amended 2019 Senior Line of Credit Facility"). As of December 31, 2019 and as of the November 7, 2019 extension date, there were no borrowings outstanding or repayments under the Amended 2019 Senior Line of Credit Facility.

March 2019 Amendment to the 2016 Revolving Credit Facility

In March 2019, Products Corporation, Revlon and certain of their subsidiaries entered into Amendment No. 2 (“Amendment No. 2”) to the 2016 Revolving Credit Agreement (as amended by Amendment No. 2, the “Amended 2016 Revolving Credit Agreement”) in respect of the 2016 Revolving Credit Facility (as in effect after Amendment No. 2, the “Amended 2016 Revolving Credit Facility”). Pursuant to the terms of Amendment No. 2, the maturity date applicable to the $41.5 million senior secured first in, last out Tranche B of the Amended 2016 Revolving Credit Facility was extended from April 17, 2019 to April 17, 2020. The 2016 Revolving Credit Agreement provided that the “Liquidity Amount” (defined in the Amended 2016 Revolving Credit Agreement as the sum of each borrowing base less the sum of (x) the aggregate outstanding extensions of credit under the Amended 2016 Revolving Credit Facility, and (y) any availability reserve in effect on such date) may exceed the aggregate commitments under the Amended 2016 Revolving Credit Facility by up to 5%. Amendment No. 2 limits the Liquidity Amount to no more than the aggregate commitments under the Amended 2016 Revolving Credit Facility. Under the 2016 Revolving Credit Agreement, a “Liquidity Event Period” generally occurred if Products Corporation’s Liquidity Amount fell below the greater of $35 million and 10% of the maximum availability under the 2016 Revolving Credit Facility. Amendment No. 2 changed these thresholds to $50 million and 15%, respectively, only for purposes of triggering certain notification obligations of Products Corporation, increased borrowing base reporting frequency and the ability of the administrative agent to apply amounts collected in controlled accounts for the repayment of loans under the Amended 2016 Revolving Credit Facility. After entering into Amendment No. 2, in March 2019 Products Corporation’s availability under the Amended 2016 Revolving Credit Facility was $37.3 million, which was less than the greater of $35 million and 10% of the maximum availability under the Amended 2016 Revolving Credit Facility, which at such date equated to $41.3 million. Accordingly, effective beginning in March 2019 Products Corporation is required to maintain a FCCR of a minimum of 1.0 to 1.0 (which it currently satisfies), the administrative agent may apply amounts collected in controlled accounts for the repayment of loans under the Amended 2016 Revolving Credit Facility, which the administrative agent began applying in March 2019, and Products Corporation is required to provide the administrative agent with weekly borrowing base certificates. Products Corporation will be required to: (i) maintain such 1.0 to 1.0 minimum FCCR until such time that availability under the Amended 2016 Revolving Credit Facility equals or exceeds the greater of $35 million and 10% of the maximum availability under such facility for at least 20 consecutive business days; and (ii) Products Corporation will continue to provide the administrative agent with weekly borrowing base certificates and the administrative agent may continue to apply amounts collected in controlled accounts as set forth above in each case until such time that availability under such facility is equal or exceeds the greater of $50 million and 15% of the maximum availability under such facility for at least 20 consecutive business days. Amendment No. 2 also adjusts, among other things, the “payment conditions” required to make unlimited restricted payments.

The Company’s foreign operations held $102.5 million out of its total $104.3 million in cash and cash equivalents as of December 31, 2019. While the cash held by the Company’s foreign subsidiaries is primarily used to fund their operations, the Company regularly assesses its global cash needs and the available sources of cash to fund these needs, which regularly includes repatriating foreign-held cash to settle historical intercompany loans and other intercompany payables. The Company believes that it has and will have sufficient liquidity to meet its cash needs for at least the next 12 months based upon the cash generated by its operations, cash on hand, availability under the Amended 2016 Revolving Credit Facility, the Amended 2019 Senior Line of Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings, along with the option to further settle historical intercompany loans and payables with certain foreign subsidiaries. See “Recent Developments – 2020 Refinancing Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company also expects to generate additional liquidity from cost reductions resulting from the implementation of the Revlon 2020 Restructuring Program and the 2018 Optimization Program, which was initiated during the fourth quarter of 2018, and cost reductions generated from other cost control initiatives, as well as funds provided by selling certain assets (such as the Natural Honey and Floid brands that were sold in December 2019) in connection with the Company’s ongoing Strategic Review. See “Recent Developments – Revlon 2020 Restructuring Program” in this Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also, “2019 Term Loan Facility” above in “Financial Condition, Liquidity and Capital Resources” within this 2019 Form 10-K and Item 1A. Risk Factors - “Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.” During 2019, as part of continuing to effectively manage its working capital needs, the Company continued to repatriate funds to the U.S. using tax-effective methods, such as through the settlement of historical loans and payables due from certain foreign subsidiaries.

In December 2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, including a one-time transition tax on certain non-U.S. earnings, the current U.S. taxation of certain foreign earnings in 2018 and following years and limitations on tax deductions for interest expense in 2018 and following years. The Company was not subject to the one-time transition tax due to its deficit in foreign earnings as of the applicable measurement dates. Additionally, the Company determined that the limitation on interest deductibility did not impact the Company's 2018 federal cash taxes due to its net operating loss position. Further, as a result of the Company’s anticipated net operating loss carryover to 2019, the Company expects that the Tax Act will not have a material impact on the Company's cash taxes or liquidity in 2019. As of December 31, 2018, the Company's accounting for the Tax Act was complete. For a further discussion, see Note 14, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K, as well as Item 1A. Risk Factors - "Uncertainties in the interpretation and application of the U.S. income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows."

Changes in Cash Flows

As of December 31, ~~2018~~2019, the Company had cash, cash equivalents and restricted cash of $87104.5 million, compared with $87.45 million at December 31, ~~2017~~2018. The following table summarizes the Company’s cash flows from operating, investing and financing activities for the periods presented:

	~~Year Ended December 31,~~		Year Ended December 31,
	2018				2017
			2019					2018
Net cash used in operating activities	$	~~(170.8~~	)$	(68.3)	$	~~(139.3~~	)	$	(170.8)
Net cash used in investing activities	(57.2		)		(108.3		)
Net cash provided by (used in) investing activities			2.1					(57.2)
Net cash provided by financing activities	~~233.1~~		84.3		~~136.9~~			233.1
Effect of exchange rate changes on cash and cash equivalents	~~(5.0~~		(1.1)		~~11.3~~			(5.0)
Net increase (decrease) in cash, cash equivalents and restricted cash	0.1				(99.4		)
Net increase in cash, cash equivalents and restricted cash			17.0					0.1
Cash, cash equivalents and restricted cash at beginning of period	~~87.4~~		87.5		~~186.8~~			87.4
Cash, cash equivalents and restricted cash at end of period	$	~~87.5~~	$	104.5	$	~~87.4~~		$	87.5

Operating Activities

Net cash used in operating activities was $~~170~~68.83 million and $~~139~~170.38 million ~~for~~during ~~2018~~2019 and ~~2017~~2018, respectively. The ~~increase~~decrease in cash used in ~~2018~~operating activities during 2019, compared to ~~2017~~2018, was primarily driven by afavorable ~~higher~~working capital changes and lower net loss in 2019 compared to 2018, as well as a result of ~~lower~~the ~~net~~charges ~~sales~~incurred ~~and~~in ~~charges~~2018 related to the effect of the Oxford, N.C. facility disruption~~, partially offset by favorable working capital changes compared to the prior year period~~.

The increase in cash used in 2017, compared to 2016, was primarily driven by higher inventory balances; higher interest payments as a result of increased debt incurred in September 2016 in connection with financing and consummating the Elizabeth Arden Acquisition, as well as higher borrowings under the 2016 Revolving Credit Facility; and higher payments for restructuring, acquisition and integration costs in connection with the EA Integration Restructuring Program, partially offset by favorable changes in working capital.

Investing Activities

Net cash ~~used~~provided inby investing activities was $~~57.~~2.1 million ~~and~~for 2019, compared to $~~108~~57.32 million of net cash used in investing activities for 2018. ~~and~~The ~~2017,~~increase ~~respectively,~~in ~~which~~cash provided by investing activities was ~~entirely~~related ~~comprised~~to $31.1 million of ~~capital~~proceeds ~~expenditures.~~from ~~Capital~~the ~~expenditures~~sale of certain assets in ~~2018~~2019, ~~and~~consisting ~~2017~~of ~~included~~the ~~approximately~~Company’s ~~$12.8~~Natural ~~million~~Honey and ~~$40~~Floid ~~million,~~regional ~~respectively~~and local brands, ~~for~~and ~~Elizabeth~~also ~~Arden~~by ~~integration-related~~lower ~~investments~~capital expenditures in 2019 compared to 2018.

Financing Activities

Net cash provided by financing activities was $~~233~~84.13 million and $~~136~~233.91 million ~~for~~during ~~2018~~2019 and ~~2017~~2018, respectively.

Net cash provided by financing activities ~~for~~during ~~2018~~2019 primarily included:

• $~~178~~200.0 million of borrowings under the ~~2016~~2019 ~~Revolving~~Term ~~Credit~~Loan Facility; ~~and~~

• $88.9 million of borrowings under the 2018 Asset-Based Term Facility;

with the foregoing partially offset by:

• $1862.06 million of repayments under the Amended 2016 ~~Term~~Revolving ~~Loan~~Credit Facility; ~~and~~

• $918.70 million of ~~payment~~repayments ofunder ~~financing costs incurred in connection with~~ the ~~2018~~2016 ~~Asset-Based~~ Term ~~Facility~~Loan ~~and the Amendment to the 2016 Revolving Credit~~ Facility; ~~for $5.7 million and $4.0 million, respectively.~~

~~Net~~•$17.3 ~~cash~~million ~~provided~~of bydecreases ~~financing~~in ~~activities~~short-term ~~for~~borrowings ~~2017~~and ~~primarily~~overdraft; ~~included:~~and

• $~~157~~15.3 million of ~~borrowings~~payments ~~under~~of financing costs incurred in connection with consummating the ~~2016~~2019 ~~Revolving~~Term ~~Credit~~Loan Facility; in August 2019 and the 2018 Foreign Asset-Based Term Facility, which were $14.0 million and $1.3 million, respectively.

Net cash provided by financing activities for the year ended December 31, 2018 primarily included:

•$178.0 million of borrowings under the 2016 Revolving Credit Facility; and

•$88.9 million of borrowings under the 2018 Foreign Asset-Based Term Facility;

with the foregoing partially offset by:

• $18.0 million of repayments under the 2016 Term Loan Facility.; and

•$9.7 million of payments of financing costs incurred in connection with the 2018 Foreign Asset-Based Term Facility and the Amendment No. 2 to the 2016 Revolving Credit Facility for $5.7 million and $4.0 million, respectively.

Long-Term Debt Instruments

See ~~discussion above regarding the April 2018 and March 2019 amendments to the 2016 Revolving Credit Facility, the 2018 Senior Line of Credit Facility and the 2018 Asset-Based Term Facility. See also~~ Note 109, "~~Long Term~~ Debt," to the Company's Audited Consolidated Financial Statements in this ~~2018~~2019 Form 10-K for information, ~~regarding~~including, ~~these~~without ~~facilities~~limitation, asinformation ~~well~~regarding astheir ~~for~~respective ~~information~~maturities, regarding Products Corporation’s 2016 Term Loan Facility, Amended 2016 Revolving Credit Facility, ~~(as~~2019 ~~amended)~~Term Loan Facility, 62018 Foreign Asset-Based Term Facility, Amended 2019 Senior Line of Credit Facility, 5.2575% Senior Notes and 56.7525% Senior Notes. See also, “Recent Developments – 2020 Refinancing Transactions” in this Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Recent Debt Transactions

The Company completed the following debt transactions during 2018:

2018 Foreign Asset-Based Term Loan Credit Agreement

In July 2018, Revlon Holdings B.V. (the "Dutch Borrower"), a wholly owned indirect foreign subsidiary of Products Corporation, Revlon Finance LLC, a wholly owned direct subsidiary of the Dutch Borrower (the "U.S. Co-Borrower" and, together with the Dutch Borrower, the "Borrowers"), the other loan parties, the lenders party thereto and Citibank, N.A., acting as administrative agent and collateral agent (the "Agent"), entered into a 2018 Foreign Asset-Based Term Loan Credit Agreement (the "2018 Asset-Based Term Facility" and the "2018 Asset-Based Term Agreement," respectively) and related guarantee and security agreements.

Principal and Maturity: The 2018 Asset-Based Term Facility provides for a euro-denominated senior secured asset-based term loan facility in an aggregate principal amount of €77 million, the full amount of which was funded on the closing of the facility in July 2018. The 2018 Asset-Based Term Facility has an uncommitted incremental facility pursuant to which it may be increased from time to time by up to €43 million, subject to certain conditions and the agreement of the lenders providing such increase. The proceeds of the loans under the 2018 Asset-Based Term Facility are being used for working capital and other general corporate purposes. The 2018 Asset-Based Term Facility matures on July 9, 2021.

The 2018 Asset-Based Term Agreement requires the maintenance of a borrowing base supporting the borrowing thereunder, to be evidenced with the delivery of monthly borrowing base certificates customary for facilities of this type, with more frequent reporting required upon the triggering of certain events. The borrowing base calculation under the 2018 Asset-Based Term Facility is based on the sum of: (i) 85% of eligible accounts receivable; and (ii) 90% of the net orderly liquidation value of eligible inventory, in each case with respect to certain of Products Corporation’s subsidiaries organized in Australia, Bermuda, Germany, Italy, Spain and Switzerland (the "Borrowing Base Guarantors" and, together with the Borrowers, the "Loan Parties"). The borrowing bases in each jurisdiction are subject to certain customary availability reserves set by the Agent.

Guarantees and Security: The 2018 Asset-Based Term Facility is guaranteed by the Borrowing Base Guarantors, as well as by the direct parent entities of each Borrowing Base Guarantor (not including Revlon or Products Corporation) on a limited recourse basis (the "Parent Guarantors"). The obligations of the Loan Parties and the Parent Guarantors under the 2018 Asset-Based Term Facility are secured by first-ranking pledges of the equity of each Loan Party, the inventory and accounts receivable of the Borrowing Base Guarantors, the material bank accounts of each Loan Party, the material intercompany indebtedness owing to any Loan Party (including any intercompany loans made with the proceeds of the 2018 Asset-Based Term Facility) and certain other material assets of the Borrowing Base Guarantors. The 2018 Asset-Based Term Facility includes a cash dominion feature customary for transactions of this type.

Interest and Fees: Interest is payable on each interest payment date as set forth in the 2018 Asset-Based Term Agreement, and in any event at least quarterly, and accrues on borrowings under the 2018 Asset-Based Term Facility at a rate per annum equal to the EURIBOR rate plus an applicable margin equal to 6.50%. The Borrowers are obligated to pay certain fees and expenses in connection with the 2018 Asset-Based Term Facility, including a fee payable to Citibank, N.A. for its services as Agent. Voluntary prepayments and certain mandatory prepayments of the loans under the 2018 Asset-Based Term Facility made prior to January 9, 2019 were subject to a 1.0% premium. Loans under the 2018 Asset-Based Term Facility may be prepaid without premium or penalty after January 9, 2019.

Affirmative and Negative Covenants: The 2018 Asset-Based Term Agreement contains certain affirmative and negative covenants that, among other things, limit the Loan Parties’ ability to, subject to various exceptions and qualifications: (i) incur additional debt; (ii) incur liens; (iii) sell, transfer or dispose of assets; (iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated or junior lien debt; (vii) enter into certain transactions with their affiliates, including amending certain material intercompany agreements or trade terms; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debt. The Parent Guarantors are subject to certain customary holding company covenants. The ability of the Loan Parties to make certain intercompany asset sales, investments, restricted payments and prepayments of intercompany debt is contingent on certain "cash movement conditions" or "payment conditions" being met, which among other things, require a certain level of liquidity for the applicable Loan Party to effect such type of transactions. The 2018 Asset-Based Term Agreement also contains certain customary representations, warranties and events of default.

Prepayments: The Borrowers must prepay loans under the 2018 Asset-Based Term Facility to the extent that outstanding loans exceed the borrowing base. In lieu of a mandatory prepayment, the Loan Parties may deposit cash in an amount not to exceed 10% of the borrowing base into a designated U.S. bank account with the Agent that is subject to a control agreement (such cash, the "Qualified Cash"). If any such over-advance has not been cured within 60 days, the Qualified Cash may be applied, at the Agent’s option, to prepay the loans under the 2018 Asset-Based Term Facility. To the extent certain levels of availability are obtained during a certain period of time, the Borrowers can withdraw the Qualified Cash from such bank account. In addition, the 2018 Asset-Based Term Facility is subject to mandatory prepayments from the net proceeds from the incurrence by the Loan Parties of debt not permitted thereunder.

During 2018, the Company incurred approximately $5.7 million of fees and expenses in connection with consummating the 2018 Asset-Based Term Facility, which were capitalized and are being amortized over the remaining term of the 2018 Asset-Based Term Facility using the effective interest method. The aggregate principal amount outstanding under the 2018 Asset-Based Term Facility at December 31, 2018 was $88.3 million.

2018 Senior Line of Credit Facility

In June 2018, Products Corporation entered into a 2018 Senior Unsecured Line of Credit Agreement (the "2018 Senior Line of Credit Agreement") providing Products Corporation with a $50 million senior unsecured line of credit (the "2018 Senior Line of Credit Facility") from MacAndrews & Forbes Incorporated, Revlon’s majority stockholder. The 2018 Senior Line of Credit Facility allowed Products Corporation to request loans thereunder and to use the proceeds of such loans for working capital and other general corporate purposes until the facility matured on December 31, 2018. The highest outstanding balance under this facility at any one time during 2018 was $35 million. As of its December 31, 2018 maturity date, Products Corporation had fully repaid all outstanding borrowings under this facility.

Loans that were outstanding under the 2018 Senior Line of Credit Facility bore interest at an annual rate of 8%, which was payable quarterly in arrears in cash. Products Corporation had the right, at its option, to prepay any borrowings under the 2018 Senior Line of Credit Facility, in whole or in part (together with accrued and unpaid interest), at any time prior to maturity, without premium or penalty. Products Corporation was required to repay outstanding loans under the 2018 Senior Line of Credit Facility, together with accrued interest thereon, if and to the extent that: (i) Products Corporation or any of its subsidiaries entered into a new financing agreement under which it or any of its subsidiaries was then able to draw; or (ii) for any reason Products Corporation or any of its subsidiaries had available unrestricted cash that Products Corporation determined, in its reasonable judgment, was not required to run their operations in the ordinary course of business, provided that such repayment under this clause (ii) would not have resulted in material adverse tax consequences. For the year ended December 31, 2018, the Company had net repayments of $15 million under this facility.

The 2018 Senior Line of Credit Agreement included customary events of default, including a cross default provision that made it an event of default under the 2018 Senior Line of Credit Agreement if there existed and continued an event default under Products Corporation’s existing bank term loan and revolver credit agreements or the indentures for Products Corporation’s 5.75% Senior Notes or 6.25% Senior Notes. If any such event of default occurred, MacAndrews & Forbes Incorporated had the right to declare all outstanding loans under the 2018 Senior Line of Credit Facility to be due and payable immediately.

April 2018 Amendment to 2016 Revolving Credit Facility

In April 2018, Products Corporation entered into an amendment and restatement to the Original 2016 Revolving Credit Agreement with Citibank, N.A., acting as administrative agent, collateral agent, issuing lender, local fronting lender and swingline lender and the other issuing lenders (the "Revolver Amendment," and the Original 2016 Revolving Credit Agreement, as amended by the Revolver Amendment, the "2016 Revolving Credit Agreement," and together with the 2016 Term Loan Agreement being the "2016 Credit Agreements"). Pursuant to the Revolver Amendment, a new $41.5 million senior secured first in, last out tranche (the "Tranche B") was established under the 2016 Revolving Credit Agreement and the existing $400 million tranche under the Original 2016 Revolving Credit Facility (and as in effect after the Revolver Amendment, the "2016 Revolving Credit Facility," and together with the 2016 Term Loan Facility, being the "2016 Senior Credit Facilities") became a senior secured last in, first out tranche (the "Tranche A," and together with the Tranche B, the "Tranches"). See "Recent Developments" and Note 21, "Subsequent Events," for additional information regarding the maturity of the Tranche B and related information.

The Revolver Amendment provided for the availability and repayment terms of each Tranche, as well as terms governing the payment priorities between the Tranches. Other amendments to the Original 2016 Revolving Credit Facility under the Revolver Amendment included: (i) a $15 million increase to the cap on amounts eligible for inclusion in the borrowing base relating to certain assets located in jurisdictions other than the U.S., Puerto Rico, Canada, and the U.K.; (ii) a reduction to the amount of additional debt generally permitted to be incurred; (iii) a reduction in the amount of incremental debt under 2016 Term Loan Agreement permitted to be incurred pursuant to the 2016 Revolving Credit Agreement; (iv) the removal of temporary increases to the borrowing base between August 15th and October 31st of each year; (v) an increase to threshold conditions in respect of the ability to make certain dividends and distributions on equity during the term of the Tranche B; and (vi) an amendment to the calculation of the financial covenant.

During 2018, the Company incurred approximately $4.0 million of fees and expenses in connection with the Revolver Amendment, which were capitalized and are being amortized over the remaining term of the Revolver Amendment using the effective interest method. The aggregate principal amount outstanding under Tranche A and Tranche B of the 2016 Revolving Credit Facility at December 31, 2018 was $293.5 million and $41.5 million, respectively.

Covenants

Products Corporation was in compliance with all applicable covenants under the 2016 Credit Agreements, ~~and~~the 2019 Term Loan Agreement, the 2018 Foreign Asset-Based Term Agreement, the Amended 2019 Senior Line of Credit Agreement, as well as with all applicable covenants under its Senior Notes Indentures, as of December 31, ~~2018~~2019. As of December 31, ~~2018~~2019, the aggregate principal amounts outstanding and availability under Products Corporation’s various revolving credit facilities were as follows:

	~~Commitment~~		Commitment		~~Aggregate principal amount outstanding at December 31, 2018~~		~~Availability~~Borrowing ~~at December 31, 2018 (a)~~Base		Aggregate principal amount outstanding at December 31, 2019		Availability at December 31, 2019 (a)
Tranche A of the 2016 Revolving Credit Facility	$	400.0			$	293.5	$	96.4
Tranche A of the Amended 2016 Revolving Credit Facility			$	400.0			$	400.0	$	230.9	$	157.7
Tranche B of the 2016 Revolving Credit Facility	41.5				41.5		N/A
Tranche B of the Amended 2016 Revolving Credit Facility			41.5				41.5		41.5		—
Total Tranche A& B of the 2016 Revolving Credit Facility(a)	$	441.5			$	335.0	$	96.4
Total Tranche A & B of the Amended 2016 Revolving Credit Facility(a)			$	441.5			$	441.5	$	272.4	$	157.7
Amended 2019 Senior Line of Credit Facility			$	30.0			N/A		$	—	$	30.0

(a) Availability at December 31, ~~2018~~2019 is based upon the ~~revolving~~borrowing ~~commitment~~base then in effect of $441.5 million, less $1011.14 million of outstanding undrawn letters of credit and $~~335~~272.04 million then drawn. As Products Corporation’s consolidated fixed charge coverage ratio was greater than 1.0 to 1.0 as of December 31, ~~2018~~2019, all of the $96157.47 million of availability under the Amended 2016 Revolving Credit Facility was available as of such date.

Products Corporation was in compliance with all applicable covenants under its Senior Notes Indentures as of December 31, ~~2018~~2019, with there being $500 million and $450 million in aggregate principal amount outstanding under the 5.75% Senior Notes and 6.25% Senior Notes, respectively, as of December 31, ~~2018~~2019. As Products Corporation’s consolidated fixed charge coverage ratio was greater than 1.0 to 1.0 as of December 31, 2018, all of the $96.4 million of availability under the 2016 Revolving Credit Facility was available as of such date.

Sources and Uses

The Company’s principal sources of funds are expected to be operating revenues, cash on hand and funds that may be available from time to time for borrowing under the Amended 2016 Revolving Credit Facility, ~~and~~the ~~other~~Amended ~~permitted~~2019 ~~lines~~Senior Line of ~~credit~~Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings. The 2016 Credit Agreements, the 2019 Term Loan Agreement, the Senior Notes Indentures and the 2018 Foreign Asset-Based Term Agreement contain certain provisions that by their terms limit Products Corporation's and its subsidiaries’ ability to, among other things, incur additional debt., subject to certain exceptions.

The Company’s principal uses of funds are expected to be the payment of operating expenses, including payments in connection with the ~~Company's~~purchase ~~synergy and integration programs related to the Elizabeth Arden Acquisition (including, without limitation, for the EA Integration Restructuring Program); purchases~~ of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement benefit plan contributions; payments in connection with the Company’s restructuring programs;, ~~severance~~such ~~not~~as ~~otherwise~~the ~~included~~EA inIntegration ~~the~~Restructuring ~~Company’s~~Program, ~~restructuring~~the ~~programs~~2018 ~~(including,~~Optimization ~~without~~Program ~~limitation,~~and the EARevlon ~~Integration~~2020 Restructuring Program; ~~and~~severance not otherwise included in the ~~2018~~Company’s ~~Optimization~~restructuring ~~Program)~~programs; business and/or brand acquisitions (including, without limitation, through licensing transactions), if any; debt and/or equity repurchases, if any; costs related to litigation; and payments in connection with discontinuing non-core business lines and/or exiting and/or entering certain territories and/or channels of trade. For a further discussion, see Item 1A. Risk Factors – “A substantial portion of Products Corporation's indebtedness is subject to floating interest rates and the potential discontinuation or replacement of LIBOR could result in an increase to our interest expense.”

The Company’s cash contributions to its pension and post-retirement benefit plans in ~~2018~~2019 were $812.81 million. The Company expects that cash contributions to its pension and post-retirement benefit plans will be approximately $1218 million ~~in the aggregate~~ for ~~2019~~2020. The Company’s cash taxes paid in ~~2018~~2019 were $169.09 million. The Company expects to pay cash taxes oftotaling approximately $1510 million to $2015 million in the aggregate during ~~2019~~2020. In ~~December~~For ~~2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, including~~ a ~~one-time~~further ~~transition tax on certain non-U.S. earnings~~discussion, ~~the~~see current U.S. taxation of certain foreign earnings in 2018 and following years, and limitations on tax deductions for interest expense in 2018 and following years. The Company was not subject to the one-time transition tax due to its deficit in foreign earnings as of the applicable measurement dates. Additionally, the Company determined that the limitation on interest deductibility will not impact the Company's 2018 federal cash taxes due to its current net operating loss position. Further, as a result of the Company’s anticipated net operating loss carryover to 2019, the Company expects that the Tax Act will not have a material impact on the Company’s cash taxes or liquidity in 2019. As of December 31, 2018, the Company's accounting for the Tax Act was complete. See Note 1514, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this ~~2018~~2019 Form 10-K and Item 1A. Risk Factors - "Uncertainties in the interpretation and application of the U.S. income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows~~" in this 2018 Form 10-K for further information~~. "

The Company’s purchases of permanent wall displays and capital expenditures in ~~2018~~2019 were $8046.72 million and $5729.20 million, respectively. ~~Capital expenditures for 2018 included approximately $12.8 million of spend for the EA Integration Restructuring Program.~~ The Company expects that purchases of permanent wall displays will betotal approximately $5540 million to $6550 million during ~~2019~~2020 and expects that capital expenditures will betotal approximately $6025 million to $7035 million during ~~2019~~2020.

The Company has undertaken, and continues to assess, refine and implement, a number of programs to efficiently manage its working capital, including, among other things, initiatives intended to optimize inventory levels over time; centralized procurement to secure discounts and efficiencies; prudent management of trade receivables and accounts payable; and controls on general and administrative spending. In the ordinary course of business, the Company’s source or use of cash from operating activities may vary on a quarterly basis as a result of a number of factors, including the timing of working capital flows.

~~During~~Continuing ~~February~~to ~~2018,~~execute the Company’s ~~launched~~business ~~its~~initiatives could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new ~~ERP~~products, ~~system~~acquiring inbusinesses ~~the~~or ~~U.S.~~brands (including, ~~which~~without ~~caused~~limitation, ~~its~~through ~~Oxford~~licensing transactions), ~~N.C.~~divesting ~~manufacturing~~or ~~facility~~discontinuing tonon-core ~~experience~~business ~~service~~lines ~~level~~(which ~~disruptions~~may ~~that~~include ~~had~~exiting ~~impacted~~certain territories), further refining the Company’s ~~ability~~approach to ~~manufacture~~retail ~~certain~~merchandising ~~quantities~~and/or oftaking ~~finished~~further ~~goods~~actions ~~and~~to ~~fulfill~~optimize ~~shipments~~its tomanufacturing, ~~retail~~sourcing ~~customers~~and inorganizational ~~the~~size Uand structure.~~S. In~~ ~~response~~Any of these actions, the ~~Company~~intended ~~implemented~~purpose aof ~~robust~~which ~~service~~would ~~recovery~~be ~~plan~~ to ~~remediate~~create value through improving the ~~decline~~Company's financial performance, could result in ~~customer~~the ~~service~~Company ~~levels~~making ~~resulting~~investments ~~from~~and/or ~~the~~recognizing ~~launch~~charges ofrelated ~~the~~to ~~new~~executing ~~ERP~~against ~~system~~such opportunities. AsAny ofsuch ~~December 31,~~activities ~~2018~~may be funded with operating revenues, ~~the~~cash ~~Oxford~~on hand, ~~N.C.~~funds ~~manufacturing~~that ~~facility~~may ~~was~~be ~~operating~~available atfrom ~~pre-SAP~~time ~~levels~~to ~~and~~time under the ~~Company~~Amended ~~was~~2016 ~~continuing~~Revolving toCredit ~~re-fill~~Facility, ~~inventories~~the ~~across~~Amended ~~its~~2019 ~~retail~~Senior ~~partners,~~Line ~~particularly~~of ~~internationally.~~Credit ~~See~~Facility, ~~Item~~other 1Apermissible borrowings, ~~"Risk~~the ~~Factors"~~2020 ~~for~~Refinancing ~~further~~Transactions ~~information~~and/or ~~regarding~~other ~~the~~permitted ~~Company's~~additional ~~implementation~~sources of ~~its~~capital, ~~new~~which ~~ERP~~actions ~~system~~could increase the Company’s total debt.

Continuing to execute the Company’s business initiatives 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 (including, without limitation, through licensing transactions), divesting or discontinuing non-core business lines (which may include exiting certain territories), further refining the Company’s approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure, including actions related to the 2018 Optimization Program. Any of these actions, the intended purpose of which would be to create value through improving the Company's financial performance, could result in the Company making investments and/or recognizing charges related to executing against such opportunities. Any such activities may be funded with operating revenues, cash on hand, funds that may be available from time to time under the 2016 Revolving Credit Facility, other permitted lines of credit and/or other permitted additional sources of capital, which actions could increase the Company’s total debt.

The Company may also, from time-to-time, seek to retire or purchase its outstanding debt obligations and/or equity in open market purchases, block trades, privately negotiated purchase transactions or otherwise and may seek to refinance some or all of its indebtedness based upon market conditions. Any such retirement or purchase of debt and/or equity may be funded with operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material.

The Company expects that operating revenues, cash on hand and funds that may be available from time-to-time for borrowing under the Amended 2016 Revolving Credit Facility, ~~and~~the ~~other~~Amended ~~permitted~~2019 ~~lines~~Senior Line of ~~credit~~Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings will be sufficient to enable the Company to pay its operating expenses for ~~2019~~2020, including payments in connection with the ~~Company's~~purchase ~~synergy and integration programs related to the Elizabeth Arden Acquisition, purchases~~ of permanent wall displays, capital expenditures, debt service payments and costs, cash tax payments, pension and other post-retirement plan contributions, payments in connection with the Company’s restructuring programs ~~(including~~, ~~without~~such ~~limitation,~~as the EA Integration Restructuring Program, ~~and~~ the 2018 Optimization Program) and the Revlon 2020 Restructuring Program, severance not otherwise included in the Company’s restructuring programs, business and/or brand acquisitions (including, without limitation, through licensing transactions), if any, debt and/or equity repurchases, if any, costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories and/or channels of trade. The Company also expects to generate additional liquidity from cost reductions resulting from the implementation of the Revlon 2020 Restructuring Program and the 2018 Optimization Program, as well as funds provided by selling certain assets (such as the Natural Honey and Floid brands that were sold in December 2019) in connection with the Company's ongoing Strategic Review.

There can be no assurance that available funds will be sufficient to meet the Company’s cash requirements on a consolidated basis, as, among other things, the Company’s liquidity can be impacted by a number of factors, including its level of sales, costs and expenditures, as well as accounts receivable and inventory, which serve as the principal variables impacting the amount of liquidity available under Products Corporation’s Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility. For example, subject to certain exceptions, loans under the 2018 Foreign Asset-Based Term Facility must be prepaid to the extent that outstanding loans exceed the borrowing base, consisting of accounts receivable and inventory.

If the Company’s anticipated level of revenues is not achieved because of, among other things, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors and/or decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or sales channels, such as due to any further consumption declines that the Company has experienced; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; or less than anticipated results from the Company’s existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, for ~~synergy~~the ~~and~~purchase ~~integration~~of ~~programs~~permanent ~~related~~displays, tocapital ~~the~~expenditures, ~~Elizabeth~~debt ~~Arden~~service ~~Acquisition~~payments and costs, ~~capital~~cash ~~expenditures~~tax payments, ~~restructuring~~pension and ~~severance~~other ~~costs~~post-retirement ~~(including~~plan contributions, ~~without~~payments ~~limitation,~~in ~~those~~connection ~~under~~with the Company’s restructuring programs (such as the EA Integration Restructuring Program, ~~and~~ the 2018 Optimization Program and the Revlon 2020 Restructuring Program), ~~acquisition~~severance not otherwise included in the Company’s restructuring programs, business and/or ~~integration~~brand ~~costs~~acquisitions (including, without limitation, through licensing transactions), if any, debt and/or equity repurchases, if any, costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories and/or channels of trade, advertising, promotional and marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company’s current sources of funds may be insufficient to meet the Company’s cash requirements.

Any such developments, if significant, could reduce the Company’s revenues and operating income and could adversely affect Products Corporation’s ability to comply with certain financial and/or other covenants under the 2016 Credit Agreements, the 2019 Term Loan Agreement, the Senior Notes Indentures and/or the 2018 Foreign Asset-Based Term Agreement and in such event the Company could be required to take measures, including, among other things, reducing discretionary spending. (~~See~~For ~~Item 1A. "Risk Factors" for~~ further discussion of certain risks associated with the Company's business and indebtedness, see Item 1A. "Risk Factors" in this 2019 Form 10-K.)

Derivative Financial Instruments

Foreign Currency Forward Exchange Contracts

Products Corporation enters into foreign currency forward exchange and option contracts ("FX Contracts") from time-to-time primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in currencies other than the local currencies of the Company’s foreign and domestic operations and generally have maturities of less than one year. The FX Contracts in the Company's hedging program matured in December 2018. At ~~December 31,~~The ~~2018~~Company ~~and~~did not enter into any FX Contracts during the year ended December 31, ~~2017,~~2019. The ~~the~~ U.S. Dollar notional ~~amount~~amounts of the FX Contracts outstanding ~~were~~at ~~nil~~each ~~and~~of ~~$147.1 million~~December 31, ~~respectively.~~2019 ~~These~~and ~~FX Contracts had a nil fair value at~~ December 31, 2018 were nil.

Interest Rate Swap Transaction

In November 2013, Products Corporation executed a forward-starting floating-to-fixed interest rate swap transaction (the "2013 Interest Rate Swap") that, at its inception, was based on a notional amount of $400 million in respect of indebtedness under the Old Acquisition Term Loan. The 2013 Interest Rate Swap expired in May 2018. Refer to Note 1211, "Financial Instruments," in the Company’s Audited Consolidated Financial Statements in this ~~form~~2019 Form 10-K for more information on this interest rate swap transaction.

Credit Risk

Exposure to credit risk in the event of nonperformance by any of the counterparties to the Company's outstanding hedging instruments is limited to the gross fair value of the derivative instruments in asset positions, which totaled nil ~~and $0.6 million~~ as of December 31, ~~2018~~2019 and December 31, ~~2017, respectively~~2018. The Company ~~attempts~~has from time to time in the past attempted to minimize exposure to credit risk by generally entering into derivative contracts with counterparties that have investment-grade credit ratings and are major financial institutions. ~~The~~If applicable, the Company also periodically monitors any changes in the credit ratings of its counterparties. Given the ~~current~~ credit standing of the counterparties tothat the Company's has used from time to time to provide its derivative instruments, the Company believes the risk of loss arising from any non-performance by ~~any~~its ~~of the~~ counterparties under ~~these~~the derivative instruments isthat it has entered into from time to time would be remote.

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(except where otherwise noted, all tabular amounts in millions)

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Discussion of Critical Accounting Policies

In the ordinary course of its business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP"). Actual results could differ significantly from those estimates and assumptions. It is also possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop a different conclusion. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's financial condition and results of operations and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Allowance for Doubtful Accounts:

The allowance for doubtful accounts is determined based on historical experience and ongoing evaluations of the Company’s receivables and evaluations of the risks of payment. The allowance for doubtful accounts is recorded against trade receivable balances when they are deemed uncollectible. Recoveries of trade receivables previously reserved are recorded in the consolidated statements of operations and comprehensive (loss) income when received.

Sales Returns:

The Company allows customers to return their unsold products when they meet certain company-established criteria as outlined in the Company’s trade terms. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales, which would permit customers to return products based upon the Company’s trade terms. The Company records estimated sales returns as a reduction to sales and cost of sales, and an increase in accrued liabilities and inventories.

Returned products, which are recorded as inventories, are valued based upon the amount that the Company expects to realize upon their subsequent disposition. The physical condition and marketability of the returned products are the major factors the Company considers in estimating realizable value. Cost of sales includes the cost of refurbishment of returned products. Actual returns, as well as realized values on returned products, may differ significantly, either favorably or unfavorably, from the Company’s estimates if factors such as product discontinuances, customer inventory levels or competitive conditions differ from the Company’s estimates and expectations and, in the case of actual product returns, if economic conditions differ significantly from the Company’s estimates and expectations. For returned products that the Company expects to resell at a profit, the Company records, in addition to sales returns as a reduction to sales and cost of sales and an increase to accrued liabilities for the amount expected to be refunded to the customer, an increase to the asset account used to reflect the Company's right to recover products. The amount of the asset account is valued based upon the former carrying amount of the product (i.e., inventory), less any expected costs to recover the products. As the estimated product returns that are expected to be resold at a profit do not comprise a significant amount of the Company's net sales or assets, the Company does not separately report these amounts.51

Trade Support Costs:

In order to support the retail trade, the Company has various performance-based arrangements with retailers to reimburse them for all or a portion of their promotional activities related to the Company's products. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the Company for these promotions based on estimates of what has been incurred by the retailers. Actual costs incurred by the Company may differ significantly if factors such as the level and success of the retailers' programs, as well as retailer participation levels, differ from the Company's estimates and expectations.

Inventories:

Inventories are stated at the lower of cost or net realizable value. Cost is based on standard cost and production variances, which approximates actual cost on the first-in, first-out method. Cost components include direct materials, direct labor and direct overhead, as well as in-bound freight. The Company records adjustments to the value of inventory based upon its forecasted plans to sell its inventories, as well as planned discontinuances. The physical condition (e.g., age and quality) of the inventories is also

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~considered~~(all intabular ~~establishing its valuation. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the~~ amounts ~~that~~in ~~the Company may ultimately realize upon the disposition of inventories if future economic conditions~~millions, ~~customer~~except ~~inventory~~share ~~levels,~~and ~~product~~per ~~discontinuances,~~share ~~sales return levels or competitive conditions differ from the Company's estimates and expectations.~~amounts)

Pension Benefits:

The Company sponsors both funded and unfunded pension and other retirement plans in various forms covering employees who meet the applicable eligibility requirements. The Company uses several statistical and other factors in an attempt to estimate future events in calculating the liability and net periodic benefit income/cost related to these plans. These factors include assumptions about the discount rate, expected long-term return on plan assets and rate of future compensation increases as determined annually by the Company, within certain guidelines, which assumptions would be subject to revisions if significant events occur during the year. The Company uses December 31st as its measurement date for defined benefit pension plan obligations and plan assets.

The Company applies the "full yield curve" approach, an alternative approach from the single weighted-average discount rate approach, to calculate the service and interest components of net periodic benefit cost for pension and other post-retirement benefits. Under this method, the discount rate assumption was built through the application of specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows for each of the Company's pension and other retirement plans.

The Company utilized a 43.1301% weighted-average discount rate in ~~2018~~2019 for the Company's U.S. defined benefit pension plans, compared to a 34.4713% weighted-average discount rate in ~~2017~~2018. The Company utilized a 21.5281% weighted-average discount rate for the Company’s international defined benefit pension plans in ~~2018~~2019, compared to a 2.1952% weighted-average discount rate selected in ~~2017~~2018. The discount rates are used to measure the benefit obligations at the measurement date and the net periodic benefit income/cost for the subsequent calendar year and are reset annually using data available at the measurement date. The changes in the discount rates used for ~~2018~~2019 were primarily due to observed ~~increases~~decreases in long-term interest yields on high-quality corporate bonds during ~~2018~~2019. At December 31, ~~2018~~2019, the ~~increase~~decrease in the discount rates from December 31, ~~2017~~2018 had the effect of ~~decreasing~~increasing the Company’s projected pension benefit obligation by approximately $3465.3 5 million.

In selecting its expected long-term rate of return on its plan assets, the Company considers a number of factors, including, without limitation, recent and historical performance of plan assets, the plan portfolios' asset allocations over a variety of time periods compared with third-party studies, the performance of the capital markets in recent years and other factors, as well as advice from various third parties, such as the plans' advisors, investment managers and actuaries. While the Company considered both the recent performance and the historical performance of plan assets, the Company’s assumptions are based primarily on its estimates of long-term, prospective rates of return. The difference between actual and expected return on plan assets is reported as a component of accumulated other comprehensive (loss) income and the resulting gains or losses are amortized over future periods as a component of the net periodic benefit cost. For the Company’s U.S. defined benefit pension plans, the expected long-term rate of return on the pension plan assets used was 6.0% for 2018 and 6.5% for 2017. The weighted-average expected long-term rate of return used for the Company’s international plans was 4.95% for 2018 and 4.81% for 2017. For 2018, the actual loss on pension plan assets was $24.2 million, as compared with expected return on plan assets of $27.8 million. The resulting net deferred loss of $52 million, when combined with gains and losses from previous years, will be amortized over periods ranging from approximately 10 to 30 years. The actual return on plan assets for 2018 was below expectations, primarily due to lower returns from investments in developed equity markets, bank loans and bond yields.60

The table below reflects the Company’s estimates of the possible effects that changes in the discount rates and expected long-term rates of return would have had on its 2018 net periodic benefit costs and its projected benefit obligation at December 31, 2018 for the Company’s principal defined benefit pension plans, with all other assumptions remaining constant:

	Effect of						Effect of
	25 basis points increase						25 basis points decrease
	Net periodic benefit costs			Projected pension benefit obligation			Net periodic benefit costs		Projected pension benefit obligation
Discount rate	$	0.7		$	(14.1	)	$	0.4	$	14.8
Expected long-term rate of return	(0.6		)	—			1.7		—

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~Retirement~~(all ~~Plan~~tabular ~~and~~amounts ~~the~~in ~~Revlon Pension Equalization Plan~~millions, asexcept ~~the~~share ~~rate~~and ofper ~~future~~share ~~compensation increases is no longer relevant to such plans due to plan amendments that effectively froze these plans as of December 31, 2009.~~ amounts)

In selecting its expected long-term rate of return on its plan assets, the Company considers a number of factors, including, without limitation, recent and historical performance of plan assets, the plan portfolios' asset allocations over a variety of time periods compared with third-party studies, the performance of the capital markets in recent years and other factors, as well as advice from various third parties, such as the plans' advisors, investment managers and actuaries. While the Company considered both the recent performance and the historical performance of plan assets, the Company’s assumptions are based primarily on its estimates of long-term, prospective rates of return. The difference between actual and expected return on plan assets is reported as a component of accumulated other comprehensive (loss) income and the resulting gains or losses are amortized over future periods as a component of the net periodic benefit cost. For the Company’s U.S. defined benefit pension plans, the expected long-term rate of return on the pension plan assets used was 6.00% for both 2019 and 2018. The weighted-average expected long-term rate of return used for the Company’s international plans was 4.86% for 2019 and 4.95% for 2018. For 2019, the actual return on pension plan assets was $61.3 million, as compared with expected return on plan assets of $25.1 million. The resulting net deferred gain of $36.2 million, when combined with gains and losses from previous years, will be amortized over periods ranging from approximately 10 to 30 years. The actual return on plan assets for 2019 was above expectations, primarily due to higher returns from investments in developed equity markets, bank loans and bond yields.

The table below reflects the Company’s estimates of the possible effects that changes in the discount rates and expected long-term rates of return would have had on its 2019 net periodic benefit costs and its projected benefit obligation at December 31, 2019 for the Company’s principal defined benefit pension plans, with all other assumptions remaining constant:


	Effect of						Effect of
	25 basis points increase						25 basis points decrease
	Net periodic benefit costs		Projected pension benefit obligation		Net periodic benefit costs		Projected pension benefit obligation
Discount rate	$	1.7	$	(15.6)	$	1.5	$	16.3
Expected long-term rate of return	$	(0.4)	$	—	$	1.8	$	—

The rate of future compensation increases is another assumption used by the Company’s third-party actuarial consultants for pension accounting. The rate of future compensation increases used for the Company’s projected pension benefit obligation in both 2019 and 2018 was 3.50% for the U.S. defined benefit pension plans. Such increase was not applied to the Revlon Employees’ Retirement Plan and the Revlon Pension Equalization Plan, as the rate of future compensation increases is no longer relevant to such plans due to plan amendments that effectively froze these plans as of December 31, 2009. During 2019, the UAW Plan was frozen and the rate of future compensation increase is no longer applicable.

In addition, the Company's actuarial consultants also use other factors such as withdrawal and mortality rates. The actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants, among other things. Differences from these assumptions could significantly impact the actual amount of net periodic benefit cost and liability recorded by the Company.

To determine the fiscal ~~2019~~2020 net periodic benefit income/cost, the Company is using the "full yield curve" approach described above to separately calculate discount rates for each of the service and interest components. The following table represents the weighted average discount rates used in calculating each component of service and interest costs for the Company's U.S. and international defined benefit pension plans:

	~~U.S. Plans~~		U.S. Plans	~~InternationalPlans~~		International Plans
Interest cost on projected benefit obligation	~~3.73~~	%	2.58	~~2.61~~	%	1.95	%
Service cost	3.85	%		0.87	%
Service cost(a)			N/A			0.32	%
Interest cost on service cost	4.24	%		0.54	%
Interest cost on service cost(a)			N/A			0.16	%

~~For~~(a) Service ~~2019,~~cost ~~the~~and ~~Company~~interest ~~is using long-term rates of return~~ on ~~pension~~service ~~plan~~cost ~~assets~~are ofno ~~6.0%~~longer ~~and~~applicable ~~4.86%~~ for ~~its~~the U.S. ~~and international defined benefit pension~~ plans, ~~respectively. The~~as ~~Company expects that~~ the ~~impact~~UAW ofPlan ~~the~~was ~~changes~~frozen induring ~~discount rates and the return on plan assets in~~ 2019 ~~will result in net periodic benefit cost of $8~~.1 ~~million for 2019, compared to $2.7 million of net periodic benefit cost in 2018, excluding the curtailment gain.~~

For 2020, the Company is using long-term rates of return on pension plan assets of 5.50% and 3.39% for its U.S. and international defined benefit pension plans, respectively. The Company expects that the impact of the changes in discount rates and the return on plan assets in 2020 will result in net periodic benefit cost of $5.1 million for 2020, compared to $7.2 million of net periodic benefit cost in 2019.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Goodwill and Acquired Intangible Assets:

In determining the fair values of net assets acquired, including trade names, customer relationships and other intangible assets, and resulting goodwill related to the Company's business acquisitions, the Company considers, among other factors, the analyses of historical financial performance and an estimate of the future performance of the acquired business. The fair values of the acquired intangible assets are primarily calculated using a discounted cash flow approach.

Determining fair value requires significant estimates and assumptions based on evaluating a number of factors, such as marketplace participants, product life cycles, consumer awareness, brand history and future expansion expectations. There are significant judgments inherent in a discounted cash flow approach, including in selecting appropriate discount rates, hypothetical royalty rates, contributory asset capital charges, estimating the amount and timing of future cash flows and identifying appropriate terminal growth rate assumptions. The discount rates used in discounted cash flow analyses are intended to reflect the risk inherent in the projected future cash flows generated by the respective acquired intangible assets.

Determining an acquired intangible asset's useful life requires management judgment and is based on evaluating a number of factors, including the expected use of the asset, consumer awareness, trade name history and future expansion expectations, as well as any contractual provisions that could limit or extend an asset's useful life. The Company believes that an acquired trade name has an indefinite life if it has a history of strong revenue and cash flow performance, and the Company has the intent and ability to support the trade name with marketplace spending for the foreseeable future. If this indefinite-lived criteria is not met, acquired trade names are amortized over their expected useful lives, which generally range from 5 to 20 years.

Effective January 1, 2018, the Company implemented its brand-centric organizational structure which is built around four global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which also represent the Company's reporting segments. Concurrent with the change in reporting segments, goodwill was reassigned to the affected reporting units that have been identified within each reporting segment using a relative fair value allocation approach as outlined in Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other. Goodwill totaled $673.97 million and $~~692~~673.59 million as of December 31, ~~2018~~2019 and ~~2017~~2018, respectively. As of December 31, ~~2018~~2019, goodwill of $~~265~~264.09 million, $~~116~~171.91 million, $~~171~~116.29 million and $120.8 million related to the Revlon, Portfolio, Elizabeth Arden, ~~Portfolio~~ and Fragrances segments, respectively. Indefinite-lived intangibles totaled $~~145~~143.28 million and $~~147~~145.92 million as of December 31, ~~2018~~2019 and ~~2017~~2018, respectively.

In accordance with Financial Accounting Standards Board ("FASB"), Accounting Standard Codification ("ASC") 350, Intangibles - Goodwill and Other ("ASC 350"), goodwill and indefinite-lived intangible assets are not amortized, but rather are reviewed annually for impairment using October 1st carrying values, or when there is evidence that events or changes in circumstances indicate that the current carrying amounts may not be recovered. Under this standard, the Company annually has the option to first assess qualitatively, based on relevant events and circumstances, whether it is more likely than not that there has been an impairment, or perform a quantitative analysis to assess the existence of any such impairment. If the qualitative analysis shows that it is more likely than not that the fair value of a reporting unit is higher than its carrying amount, ~~known~~the asquantitative analysis is not required. If the ~~"two~~qualitative analysis fails, the quantitative analysis is required. Per the simplified approach allowed under ASU No. 2017-~~step~~04, "Simplifying ~~impairment~~the ~~process~~Test for Goodwill Impairment," toadopted ~~assess~~by the ~~existence~~Company as of October 1, 2018, if the carrying value of the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment charge is equal to the amount of such difference. The inputs and assumptions utilized in the analyses are classified as Level 3 inputs in the fair value hierarchy. Goodwill is tested for impairment at the reporting unit level.

45The Company establishes its reporting units based on its current reporting structure, product characteristics and management. Within each of the Elizabeth Arden and Portfolio segments, the Company has identified two reporting units. The two reporting units within the Elizabeth Arden segment are: (i) Elizabeth Arden Skin and Color, which includes Elizabeth Arden skin care and color cosmetics brands; and (ii) Elizabeth Arden Fragrances, which includes Elizabeth Arden branded fragrances. The two reporting units within the Portfolio segment are: (i) Mass Portfolio, which includes the Company's brands sold primarily through the mass retail channel; and (ii) Professional Portfolio, which includes the Company's brands sold primarily through professional salons. The Company's Revlon and Fragrances reporting units are consistent with the reportable segments identified in Note 17, "Segment Data and Related Information," in the Company’s Audited Consolidated Financial Statements in this 2019 Form 10-K. For purposes of testing goodwill for impairment, goodwill has been allocated to each reporting unit to the extent that goodwill relates to each reporting unit.

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~any~~(all ~~such~~tabular ~~impairment. If~~amounts ~~the~~in ~~qualitative analysis shows that it is more likely than not that the fair value of a reporting unit is higher than its carrying amount~~millions, ~~the~~except ~~quantitative~~share two-step impairment process is not required. If the qualitative analysis fails, the quantitative two-step process analysis is required. Step one compares the carrying amount of the reporting unit to its estimated fair value. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, step two is performed, where the reporting unit’s carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to any such excess. The inputs and ~~assumptions~~per ~~utilized~~share ~~in the analyses are classified as Level 3 inputs in the fair value hierarchy. Goodwill is tested for impairment at the reporting unit level.~~ amounts)

The Company establishes its reporting units based on its current reporting structure, product characteristics and management. Within each of the Elizabeth Arden and Portfolio segments, the Company has identified two reporting units. The two reporting units within the Elizabeth Arden segment are: (i) Elizabeth Arden Skin and Color, which includes Elizabeth Arden skin care and color cosmetics brands; and (ii) Elizabeth Arden Fragrances, which includes Elizabeth Arden branded fragrances. The two reporting units within the Portfolio segment are: (i) Mass Portfolio, which includes the Company's brands sold primarily through the mass retail channel; and (ii) Professional Portfolio, which includes the Company's brands sold primarily through professional salons. The Company's Revlon and Fragrances reporting units are consistent with the reportable segments identified in Note 17, "Segment Data and Related Information," in this 2018 Form 10-K. For purposes of testing goodwill for impairment, goodwill has been allocated to each reporting unit to the extent that goodwill relates to each reporting unit.

Q1 2018 change in reporting segments and impairment analysis

Concurrent with the change in reporting segments described above, effective January 1, 2018, during the first quarter of 2018 the Company utilized the relative fair value allocation approach, as outlined in ASC 350, to reassign goodwill to the affected reporting units identified within each reporting segment, using December 31, 2017 carrying values. The Company utilized the two-step process in assessing whether goodwill was impaired for each of the Company's six reporting units: (i) Revlon; (ii) Elizabeth Arden Skin and Color; (iii) Elizabeth Arden Fragrances; (iv) Mass Portfolio; (v) Professional Portfolio; and (vi) Fragrances. As a result of this impairment testing, the Company determined that it was more likely than not that the fair values of each of these reporting units exceeded their respective carrying amounts.

Annual impairment testing

For ~~2018~~2019, in assessing whether goodwill was impaired in connection with its annual impairment testing performed during the fourth quarter of ~~2018~~2019 using October 1st, ~~2018~~2019 carrying values, the Company ~~performed qualitative assessments to determine whether it would be necessary to perform the two-step process~~, asin ~~prescribed~~accordance bywith ASC 350, toperformed ~~assess the Company's indefinite-lived intangible assets for indicators of impairment. In performing the~~ qualitative assessments, ~~the~~for ~~Company~~its considered the results of the step one test performed in conjunction with the reassignment of goodwill and relative fair value allocation approach that the Company performed in the first quarter of 2018 and the financial performance of these five reporting units: (i) Revlon;, (ii) Elizabeth Arden Skin and Color; and (iii) ~~Elizabeth Arden~~ Fragrances; ~~(iv)~~reporting ~~Professional~~units ~~Portfolio;~~ and ~~(v)~~a ~~Fragrances. Based~~quantitative ~~upon such~~ assessment, ~~the~~for ~~Company~~its ~~determined~~(x) ~~that~~Mass itPortfolio, ~~was~~(y) ~~more~~Professional ~~likely~~Portfolio ~~than~~and ~~not~~(z) ~~that~~Elizabeth ~~the~~Arden ~~fair~~Fragrances ~~values of each of these~~ reporting units ~~exceeded their respective carrying amounts for 2018~~.

~~For~~In ~~2018,~~performing the ~~Company~~2019 ~~used~~qualitative assessment, the ~~simplified~~Company ~~approach~~considered, ~~allowed~~among ~~under~~other ~~ASU No. 2017-04~~factors, ~~"Simplifying~~ the ~~Test~~financial ~~for~~performance ~~Goodwill~~of ~~Impairment,"~~each toof ~~test~~ its ~~Mass~~Revlon, ~~Portfolio~~Elizabeth ~~reporting~~Arden ~~unit~~Skin ~~within~~and ~~the~~Color ~~Portfolio~~and ~~segment~~Fragrances ~~for~~reporting ~~impairment. Accordingly~~units, ~~the~~as ~~Company~~well ~~first~~as ~~performed~~the aresults ~~qualitative~~of ~~assessment~~the ~~indicating~~annual ~~that~~quantitative ~~indicators~~analysis ofperformed ~~impairment~~in ~~existed~~2018 for ~~the~~each ~~Mass~~of ~~Portfolio~~these reporting ~~unit~~units. ~~Following~~ ~~the~~Based ~~results~~upon of such assessment ~~and the adoption of ASU No. 2017-04 as of October 1~~, ~~2018,~~ the Company ~~recognized~~determined anthat ~~$18.0~~it ~~million non-cash~~was ~~goodwill~~more ~~impairment~~likely ~~charge~~than ~~related~~not tothat the ~~Mass~~fair ~~Portfolio~~value ~~reporting unit within the Portfolio segment in the fourth quarter~~ of ~~2018.~~each ~~Following the recognition~~ of ~~this~~its ~~non-cash~~Revlon, ~~goodwill~~Elizabeth ~~impairment~~Arden ~~charge,~~Skin ~~the~~and ~~Mass~~Color ~~Portfolio~~and Fragrances reporting ~~unit~~units ~~had $54.3~~exceeded ~~million in~~their ~~remaining~~respective ~~goodwill~~carrying asamounts offor ~~December 31, 2018~~2019.

~~For~~In performing the 2019 quantitative assessment, the Company used the simplified approach allowed under ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment," which the Company early adopted in October 2018, noto test its Mass Portfolio, Professional Portfolio and Elizabeth Arden Fragrances reporting units for impairment. Based upon such assessment, the Company determined that it was ~~recognized~~more ~~related~~likely than not that the fair values of each of its Mass Portfolio, Professional Portfolio and Elizabeth Arden Fragrances reporting units exceeded their respective carrying amounts for 2019. The fair values of the Company’s reporting units exceeded their carrying amounts ranging from approximately 8% to approximately 58% as of the October 1, 2019 valuation date. The fair values of the Mass Portfolio, Professional Portfolio and Elizabeth Arden Fragrances reporting units are in excess of the respective carrying ~~value~~values by approximately 8%, 12%, and 12%, respectively. As of December 31, 2019, the Mass Portfolio , Professional Portfolio and Elizabeth Arden Fragrances reporting ~~unit's~~units ~~finite~~had orgoodwill ~~indefinite-lived~~balances ~~intangible~~of ~~assets~~$54.3 million, $116.8 million and $49.4 million, respectively.

~~For~~The ~~2017~~above-mentioned fair values were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures, which are the ~~Company~~basis ~~utilized~~for the ~~two-step~~information ~~process~~used in ~~assessing~~the ~~whether~~discounted ~~goodwill~~cash ~~was~~flow ~~impaired~~model. ~~for~~The ~~each~~key ofassumptions ~~the~~used ~~Company's~~to ~~then-existing~~determine ~~reporting~~the ~~units:~~estimated ~~(i)~~fair ~~Revlon,~~value ~~Almay~~of ~~and~~the ~~Other;~~reporting ~~(ii)~~unit ~~Global~~are ~~Colors~~predicated ~~Brands~~on ~~(consisting~~the success of future new product launches, the ~~Company's~~achievement ~~SinfulColors~~of ~~and~~international ~~Pure~~expansion ~~Ice~~plans, ~~brands~~and orthe ~~"GCB");~~realization ~~(iii)~~of ~~Professional;~~cost reduction and ~~(iv)~~other ~~Elizabeth~~efficiency ~~Arden~~efforts. AsIf asuch ~~result~~plans ofdo not materialize, or if there are further challenges in the ~~annual~~business ~~impairment~~environment ~~testing~~in ~~for~~which ~~2017~~this reporting unit operates, a resulting change in the ~~Company~~key ~~recognized~~assumptions ~~a $10~~(e.8g., ~~million non~~long-~~cash~~term ~~goodwill~~financial ~~impairment~~projections) ~~charge~~could ~~related~~have toa negative impact on the ~~GCB~~estimated fair value of the reporting unit, inand it is possible the ~~fourth~~Company ~~quarter~~could ofrecognize ~~2017.~~an impairment charge.

For ~~2017~~2018, nothe Company first performed a qualitative assessment on all of its reporting units, which indicated that indicators of impairment ~~was~~existed for its Mass Portfolio reporting unit within the Portfolio segment. Subsequently, the Company used the simplified approach allowed under ASU No. 2017-04 to test its Mass Portfolio reporting unit for impairment. Following the results of such assessment, the Company recognized an $18.0 million non-cash goodwill impairment charge related to the ~~carrying~~Mass ~~value~~Portfolio reporting unit within the Portfolio segment in the fourth quarter of 2018. Following the ~~GCB~~recognition of this non-cash goodwill impairment charge, the Mass Portfolio reporting unit's ~~finite~~had $54.3 million in orremaining ~~indefinite-lived~~goodwill ~~intangible~~as ~~assets.~~of December 31, 2018.

46For each of 2019 and 2018, no impairment was recognized related to the carrying value of any of the Company's finite or indefinite-lived intangible assets as a result of the annual impairment testing.

See Note 7, "Goodwill and Intangible Assets, Net," to the Company's Audited Consolidated Financial Statements in this 2019 Form 10-K for further information on the Company's goodwill and intangible assets.

Table of Contents

REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~See~~(all ~~Note~~tabular 7,amounts ~~"Goodwill~~in ~~and Intangible Assets~~millions, ~~Net,"~~except toshare ~~the Consolidated Financial Statements in this 2018 Form 10-K for further information on the Company's goodwill~~ and ~~intangible~~per ~~assets.~~share amounts)

Income Taxes:

The Company records income taxes based on amounts payable with respect to the current year and includes the effect of deferred taxes. The effective tax rate reflects statutory tax rates, tax-planning opportunities that may be available in various jurisdictions in which the Company operates and the Company’s estimate of the ultimate outcome of various tax audits and issues. Determining the Company’s effective tax rate and evaluating tax positions requires significant judgment.

The Company recognizes deferred tax assets and liabilities for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which management expects that the Company will recover or settle those differences. The realization of the deferred tax assets is primarily dependent on forecasted future taxable income. The Company establishes a valuation allowance for deferred tax assets when management determines that it is more likely than not that the Company will not realize a tax benefit for the deferred tax assets. Any reduction in estimated forecasted future taxable income may require the Company to record valuation allowances against deferred tax assets on which a valuation allowance was not previously established. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Provision for Income Taxes," for further information.

The Company recognizes a tax position in its financial statements when management determines that it was more likely than not that the position will be sustained upon examination, based on the merits of such position. The Company recognizes liabilities for unrecognized tax positions in the U.S. and other tax jurisdictions based on an estimate of whether and the extent to which additional taxes will be due. If payment of these amounts is ultimately not required, the reversal of the liabilities would result in additional tax benefits recognized in the period in which the Company determines that the liabilities are no longer required. If the estimate of tax liabilities is ultimately less than the final assessment, this will result in a further charge to expense. The Company recognizes interest and penalties related to income tax matters in income tax expense.

Prior to the Tax Act, the Company considered a portion of accumulated undistributed earnings in its non-U.S. subsidiaries to be indefinitely reinvested and a portion not indefinitely reinvested. To the extent not indefinitely reinvested, the Company had previously recorded a deferred tax liability. As of December 31, ~~2018~~2019, the Company is indefinitely reinvested in the accumulated undistributed earnings of all of its foreign subsidiaries. If earnings are repatriated, any excess of financial reporting over tax basis could be subject to federal, state and foreign withholding taxes. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable.

In December 2017, the Tax Act was signed into law. Among other provisions, the Tax Act reduces the U.S. federal statutory corporate income tax rate from 35% to 21%. As a result, the Company was required to re-measure its net deferred tax assets. The Company is not, however, subject to the one-time mandatory transition tax. As of December 31, 2018, the Company's accounting for the Tax Act was complete. See Note 1514, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this ~~2018~~2019 Form 10-K for further information.

Recently Evaluated and/or Adopted Accounting Pronouncements

~~Revenue~~In ~~Recognition~~February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02" or "ASC 842"), which requires lessees to recognize a right-of-use asset and a related lease liability on the balance sheet for all leases, with the exception of short-term leases. The lease liability will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to certain adjustments, such as initial direct costs. Leases will continue to be classified as either operating or finance leases in the income statement. This guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU No. 2016-02 beginning as of January 1, 2019, using a modified retrospective approach and applying the standard’s transition provisions at the effective date of January 1, 2019. In addition, the Company elected to apply the package of practical expedients identified under ASC 842. See Note 6, "Property, Plant and Equipment," to the Company’s Audited Consolidated Financial Statements in this 2019 Form 10-K for additional disclosures provided as a result of ASU No. 2016-02.

In ~~May~~February ~~2014~~2018, the FASB issued ~~Accounting Standards Update ("~~ASU") No. ~~2014~~2018-0902, "~~Revenue~~Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from ~~Contracts~~Accumulated ~~with~~Other ~~Customers.~~Comprehensive Income," ~~This~~ ~~standard~~which ~~replaced~~gives ~~most~~entities ~~existing~~the ~~revenue~~option ~~recognition~~to ~~guidance~~reclassify tax effects stranded in ~~U.S.~~accumulated ~~GAAP~~other comprehensive income as a result of the Tax Cuts and ~~codified~~Jobs Act of 2017 (the "Tax Act") to retained earnings. This guidance ~~under~~was ~~FASB~~effective ~~Topic~~for ~~606~~fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. ~~The~~ ~~underlying~~Entities ~~principle~~are ofrequired ~~this~~to ~~guidance~~make isadditional ~~that~~disclosures, anregardless ~~entity~~of ~~should~~whether ~~recognize~~they ~~revenue~~elect to ~~depict~~reclassify ~~the~~stranded ~~transfer~~amounts of ~~promised~~tax ~~goods~~effects. orThe ~~services~~Company has elected not to ~~customers~~adopt inthis anamendment ~~amount~~and ~~that~~will ~~reflects~~include ~~the~~required ~~consideration~~financial ~~that~~statement ~~the~~disclosures, ~~entity~~as ~~expects~~applicable, ~~that~~and itthe ~~will~~Company bedoes ~~entitled~~not toexpect ~~receive~~any inimpact ~~exchange~~to ~~for~~its ~~those~~results ~~goods~~of operations and/or ~~services.~~financial condition as a result of such determination.

The Company adopted ASU No. 2014-09 as of January 1, 2018 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under Topic 606, while prior period amounts continue to be reported in accordance with the Company's historic accounting practices under previous guidance. However, given the nature of the Company's products and the terms and conditions applicable to sales to its customers, the timing and amount of revenue recognized based on the underlying principles of FASB Topic 606 are consistent with the Company's revenue recognition policy under previous guidance.64

In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company's

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REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

~~policy~~(all istabular toamounts ~~record~~in ~~revenue when control of the goods transfers to the customer. Net sales are comprised of gross revenues from sales of products less expected product returns~~millions, ~~trade~~except ~~discounts~~share and ~~customer~~per ~~allowances,~~share ~~which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions and coupons.~~amounts)

The Company allows customers to return their unsold products if and when they meet certain Company-established criteria as set forth in the Company's trade terms. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon the historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales. For returned products that the Company expects to resell at a profit, the Company records, in addition to sales returns as a reduction to sales and cost of sales and an increase to accrued liabilities for the amount expected to be refunded to the customer, an increase to the asset account used to reflect the Company's right to recover products. The amount of the asset account is valued based upon the former carrying amount of the product (i.e., inventory), less any expected costs to recover the products. As the estimated product returns that are expected to be resold at a profit do not comprise a significant amount of the Company's net sales or assets, the Company does not separately report these amounts.

The Company's revenues are also net of certain marketing arrangements with its retail customers. Pursuant to its trade terms with these retail customers, the Company reimburses them for a portion of their advertising costs, which provide advertising benefits to the Company. These arrangements are in the form of marketing development funds and/or cooperative advertising and are used by the Company to drive sales. The advertising programs follow an annual schedule of planned events that is continually updated based on the Company's needs and contractual terms. As these marketing expenditures cannot be directly linked to product sales, the Company records these expenses as a reduction of revenue at the higher of actual spend or estimated costs based on a reserve rate methodology. This did not result in any impact to the Company's financial statements in any of the periods presented.

In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer.

Other revenues, primarily royalties, do not comprise a material amount of the Company's net sales.

The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company's previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company's results of operations, financial condition and/or financial statement disclosures.

As a result, the adoption of the new guidance under ASU No. 2014-09 did not have a material impact on the Company's revenues, results of operations or financial condition. The Company has expanded its financial statement disclosures as required by this new standard. See Note 17, "Segment Data and Related Information," to the Consolidated Financial Statements in this 2018 Form 10-K for additional disclosures provided as a result of this ASU.

Other

In March 2017, the FASB issued ASU No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which changes the way that employers present net periodic pension cost ("NPPC") and net periodic postretirement benefit cost ("NPPBC") within the income statement. The amendment requires an employer to present the service cost component of NPPC and NPPBC in the same income statement line items as other employee compensation costs arising from services rendered during the period. The other components of NPPC and NPPBC are to be presented separately from this line item and below any subtotal of operating income. In addition, only the service cost component would be eligible for capitalization in assets. The Company adopted ASU No. 2017-07 as of January 1, 2018 and while its adoption did not have a material impact on the Company's results of operations, financial condition and/or financial statement disclosures, it did result in net periodic benefit income of $1.5 million for the year ended December 31, 2017, as previously reported in cost of sales and SG&A expenses in the Company's Consolidated Statement of Operations and Comprehensive (Loss) Income, being reclassified below operating income in the miscellaneous, net line item. See Note 13, "Pension and Post-Retirement Benefits," to the Consolidated Financial Statements in this 2018 Form 10-K for more information.

In January 2017, the FASB issued ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment," which simplifies the annual goodwill impairment analysis test by eliminating Step 2 of the current two-step impairment test. Under the new guidance, an entity continues to perform the first step of the annual impairment testing by comparing the carrying amount of a reporting unit with its fair value. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment charge is equal to the amount of such difference. This guidance is effective for annual periods beginning after December 15, 2019,

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(except where otherwise noted, all tabular amounts in millions)

with early adoption permitted. The Company adopted ASU No. 2017-04 beginning as of October 1, 2018 and recorded a goodwill impairment of $18.0 million related to the Mass Portfolio reporting unit within the Portfolio segment in connection with its annual impairment analysis (see Note 7, "Goodwill and Intangible Assets, Net," for further information on the Company's goodwill and annual impairment testing).

Recently Issued Accounting Pronouncements

In ~~February~~December ~~2016~~2019, the FASB issued ASU No. ~~2016~~2019-0212, "~~Leases~~Income Taxes (Topic ~~842~~740) - Simplifying the Accounting for Income Taxes," which ~~requires~~removes ~~lessees~~certain toexceptions ~~recognize~~for arecognizing ~~right~~deferred taxes for investments, performing intra-~~of-use~~period ~~asset~~allocations and acalculating ~~related~~income ~~lease~~taxes ~~liability~~in oninterim ~~the~~periods. ~~balance~~This ~~sheet~~ASU ~~for~~also ~~all~~adds ~~leases,~~guidance ~~with~~to ~~the~~reduce ~~exception~~complexity ofin ~~short-term~~certain ~~leases. The~~areas, ~~lease~~including ~~liability~~recognizing ~~will~~deferred betaxes ~~equal~~for totax ~~the~~goodwill ~~present~~and ~~value~~allocating taxes to members of ~~lease~~a ~~payments~~consolidated ~~and~~group. ~~the~~This ~~right-of-use~~guidance ~~asset~~is ~~will~~effective befor ~~based~~annual onperiods ~~the~~beginning ~~lease~~after ~~liability~~December 15, ~~subject~~2020, towith ~~certain~~early ~~adjustments~~adoption permitted, ~~such~~including asadoption ~~initial~~in ~~direct~~any ~~costs~~interim period. ~~Leases~~ ~~will~~An ~~continue~~entity that elects to beearly ~~classified~~adopt asthe ~~either~~amendments ~~operating~~in oran ~~finance~~interim ~~leases~~period inshould ~~the~~reflect ~~income~~any ~~statement. This~~adjustments ~~guidance~~as isof ~~effective~~the ~~for~~beginning of the annual ~~periods~~period ~~beginning~~that ~~after~~includes ~~December~~that ~~15,~~interim ~~2018~~period. Additionally, ~~with~~an entity that elects early adoption ~~permitted~~must adopt all the amendments in the same period. The ~~Company~~amendments ~~adopted~~in this ASU ~~No.~~that ~~2016-02~~are ~~beginning~~related asto separate financial statements of ~~January~~legal 1,entities ~~2019,~~that ~~using~~are not subject to tax should be applied on a ~~simplified~~retrospective ~~transition~~basis ~~approach~~for all periods presented. In ~~addition,~~The ~~the~~amendments ~~Company~~in ~~elected~~this ASU that are related to ~~apply~~changes ~~the~~in ~~package~~ownership of ~~practical~~foreign ~~expedients~~equity ~~identified~~method ~~under~~investments ~~Topic~~or ~~842. The~~foreign ~~Company~~subsidiaries ~~has~~should ~~identified~~be ~~the~~applied ~~population~~on ofa ~~leases~~modified retrospective basis through a cumulative-effect adjustment to ~~which~~retained earnings as of the ~~guidance~~beginning ~~applies~~of ~~and~~the ~~has~~fiscal ~~started~~year ~~implementing~~of ~~changes~~adoption. inThe ~~its~~amendments ~~systems,~~in ~~procedures~~this ~~and~~ASU ~~controls~~that ~~relating~~are related to ~~how~~franchise ~~lease~~taxes ~~information~~that isare ~~obtained,~~partially ~~processed~~based ~~and~~on ~~analyzed.~~income ~~Based~~should onbe ~~its~~applied ~~preliminary~~on ~~assessment,~~either ~~the~~a ~~Company~~retrospective ~~expects~~basis ~~that~~for ~~the~~all ~~adoption~~periods ofpresented ~~this~~or ~~standard~~a ~~will~~modified ~~result~~retrospective inbasis through a ~~material~~cumulative-effect ~~increase~~adjustment into retained earnings as of the ~~lease-related~~beginning ~~assets~~of ~~and~~the ~~liabilities~~fiscal onyear ~~its~~of ~~balance~~adoption. ~~sheet,~~All ~~but~~other ~~expects~~amendments ~~minimal~~under ~~impact~~this toASU ~~its~~should ~~statement~~be ofapplied ~~operations~~on ~~and~~a ~~cash~~prospective ~~flows~~basis. The Company ~~will~~is bein ~~implementing~~the ~~changes~~process toof ~~its~~assessing ~~financial~~the ~~statements~~impact, ~~and~~if ~~related~~any, ~~disclosures~~that inthis ~~its~~ASU ~~Quarterly~~is ~~Report~~expected to have on ~~Form~~the ~~10-Q~~Company’s ~~for~~results ~~the~~of ~~fiscal~~operations, ~~quarter~~financial ~~ending~~condition ~~March~~and/or ~~31,~~financial ~~2019~~statement disclosures.

In ~~June~~August ~~2016~~2018, the FASB issued ASU No. ~~2016~~ 2018-1315, "~~Financial~~Internal ~~Instruments~~Use -Software ~~Credit Losses~~ (~~Topic~~Subtopic ~~326~~350-40): ~~Measurement~~- ofCustomer's ~~Credit~~Accounting ~~Losses~~for onImplementation ~~Financial~~Costs ~~Instruments,"~~Incurred ~~which was subsequently amended~~ in ~~November~~a ~~2018,~~Cloud ~~through~~Computing ~~ASU~~Arrangement ~~No.~~that ~~2018-19,~~is ~~"Codification~~a ~~Improvements~~Service ~~to Topic 326~~Contract, ~~Financial Instruments - Credit Losses.~~" ~~ASU~~which ~~No. 2016-13~~requires ~~will~~a ~~require~~customer ~~entities to estimate lifetime expected credit losses for trade and other receivables, net investments~~ in ~~leases,~~a ~~financing~~cloud ~~receivables,~~computing ~~debt~~hosting ~~securities~~arrangement ~~and~~that ~~other~~is ~~instruments,~~a ~~which~~service ~~will~~contract ~~result~~to infollow ~~earlier recognition of credit losses. Further,~~ the ~~new~~existing ~~credit~~guidance ~~loss model will affect how entities~~ in ~~all~~ASC ~~industries~~350-40 ~~estimate~~on ~~their~~internal-use ~~allowance~~software ~~for~~to ~~losses~~determine ~~for~~which ~~receivables~~implementation ~~that~~costs are ~~current with respect~~ to ~~their~~be ~~payment~~deferred ~~terms. ASU~~and ~~No.~~recognized ~~2018-19~~as ~~further~~an ~~clarifies~~asset ~~that~~and ~~receivables~~which ~~arising~~costs ~~from operating leases~~ are ~~not~~to ~~within the scope of Subtopic 326. Instead, impairment from receivables of operating leases should~~ be ~~accounted~~expensed ~~for~~as ~~in accordance with Topic 842, Leases~~incurred. ~~The~~This ~~new~~ guidance ~~on credit losses~~ is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, 2019, ~~including~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted, ~~those~~and ~~fiscal~~may ~~years. The~~be ~~Company~~applied ~~expects~~either retrospectively or prospectively to ~~adopt~~all ~~ASU~~software ~~No.~~implementation ~~2016-03,~~costs ~~and~~incurred ~~the~~after ~~related~~adoption. The Company adopted ASU No. 2018-1915 ~~amendments~~prospectively, beginning as of January 1, 2020. ~~and~~The isCompany inhas ~~the~~completed ~~process~~its ofassessment ~~assessing~~and ~~the~~has ~~impact~~determined that this new guidance iswill ~~expected~~not to have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018-1514, "~~Internal~~Compensation-Retirement ~~Use~~Benefits-Defined ~~Software~~Benefit Plans-General (Subtopic ~~350-40~~715): Disclosure Framework-Changes Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract," which requires a customer in a cloud computing hosting arrangement that is a service contract to ~~follow~~ the ~~existing~~Disclosure ~~guidance~~Requirements infor ~~ASC~~Defined ~~350-40~~Benefit ~~on internal-use software to determine which implementation costs to defer and recognize as an asset and which costs are expensed as incurred~~Plans. ~~The~~” This new guidance ~~specifies~~removes ~~the~~certain ~~financial~~disclosures ~~statement presentation of capitalized implementation costs and the related amortization and requires entities to disclose the nature of hosting arrangements~~ that are ~~service~~not ~~contracts;~~considered ~~the~~cost ~~amount of implementation costs capitalized~~beneficial, ~~amortized~~clarifies ~~and~~certain ~~impaired~~required ~~in each reporting period; and provides~~ disclosures about significant judgments made when applying the guidance. Implementation costs that are recognized as an asset under the new guidance would be expensed over the term of the hosting arrangement. The term of the hosting arrangement would be the non-cancellable period of the arrangement and requires certain ~~periods~~additional ~~covered by options to renew the arrangement~~disclosures. ~~The~~ ~~Company currently presents the cost of acquired software as a component of property, plant and equipment in its consolidated financial statements.~~ This guidance is effective for annual periods beginning after December 15, ~~2019~~2020, with early adoption permitted. The Company will adopt ~~ASU~~this ~~No.~~guidance ~~2018-15~~(on a retrospective basis for certain new additional disclosures), beginning as of January 1, ~~2020~~2021. ~~and~~While the Company is incurrently assessing the ~~process~~impact of ~~assessing~~this ~~the~~new ~~impact~~pronouncement, ifthe ~~any~~new guidance, ~~that~~which ~~ASU~~only ~~No.~~affects ~~2018-15~~disclosure items, is not expected to have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

49In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which was subsequently amended in November 2018 through ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses." ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU No. 2019-10, which, among other things, deferred the application of the new guidance on credit losses for smaller reporting companies ("SRC") to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This guidance will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., a modified-retrospective approach). Under the above-mentioned deferral, the Company expects to adopt ASU No. 2016-03, and the related ASU No. 2018-19 amendments, beginning as of January 1, 2023 and is in the process of assessing the impact, if any, that this new guidance is expected to have on the Company’s results of operations, financial condition and/or financial statement disclosures.

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REVLON, ~~CONSUMER~~INC ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~

~~(except~~AND ~~where~~RESULTS ~~otherwise~~OF ~~noted, all tabular amounts in millions)~~OPERATIONS

(all tabular amounts in millions, except share and per share amounts)

Inflation

Classification of Argentina's Economy as Highly Inflationary

In May 2018, the International Practices Task Force of the Center for Audit Quality issued a discussion document reporting that Argentina's 3-year cumulative inflation rate exceeded 100%. As a result, Argentina was considered highly inflationary in accordance with U.S. GAAP by no later than June 30, 2018. Consequently, the Company began to account for the operations of its Argentinian affiliate as highly inflationary and treat the U.S. dollar as the functional currency of this affiliate, effective July 1, 2018. This change in functional currency did not have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures for the year ended December 31, 2018.

The Company's costs are affected by inflation and the effects of inflation that the Company may experience in future periods. Management believes, however, that such effects have not been material to the Company during the past two years in the U.S. and in foreign non-hyperinflationary countries. In hyperinflationary foreign countries, the Company attempts to mitigate the effects of inflation by increasing prices in line with inflation, where possible, and efficiently managing its costs and working capital levels.

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REVLON, INC. AND SUBSIDIARIES

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable as a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

Reference is made to the Index of the Company’s Consolidated Financial Statements and the Notes thereto. Supplementary Data not applicable as a smaller reporting company.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

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REVLON, INC. AND SUBSIDIARIES

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the fiscal period covered by this ~~2018~~2019 Form 10-K. Based upon such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that ~~as a result of~~ the ~~material weakness described below under Management's Annual Report on Internal Control Over Financial Reporting, the~~ Company's disclosure controls and procedures were ~~not~~ effective as of ~~the~~December ~~end of the period covered by this 2018 Form 10-K. Notwithstanding the material weakness~~31, ~~primarily as a result of the previously-disclosed implementation of the Company’s new ERP system in the U~~2019.~~S.,~~ ~~the~~Please ~~Company~~see ~~performed~~section additional procedures, such as enhanced review procedures over key financial statement line items, enhanced quarterly certifications and enhanced disclosure processes throughout the Company, to determine that its Consolidated Financial Statements included in this 2018 Form 10-K (~~the “2018 Consolidated Financial Statements”~~b) ~~were~~below ~~prepared~~for ina ~~accordance~~discussion ~~with~~of ~~U.S. GAAP and fairly present in all material respects~~ the Company’s ~~financial~~remediation ~~condition, results~~ of ~~operations~~a ~~and~~previously-reported ~~cash~~material ~~flow for the periods presented~~weakness.

(b) Management’s Annual Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system ~~was~~is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with U.S. GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of its financial statements in accordance with U.S. GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (iii) 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.

50Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management's projections of any evaluation of the effectiveness of internal control over financial reporting as to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management, under the oversight of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 and in making this assessment used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework (2013). Based on this assessment, the Company’s management, under the oversight of the Chief Executive Officer and Chief Financial Officer, determined that the Company’s internal control over financial reporting was effective as of December 31, 2019. Please see below for a discussion of the Company’s remediation of a previously-reported material weakness.

KPMG LLP, the Company's independent registered public accounting firm that audited the Company's 2019 Consolidated Financial Statements for the period ended December 31, 2019 included in this 2019 Form 10-K, has issued a report on the Company's internal control over financial reporting. This report appears on page F-3 of the 2019 Consolidated Financial Statements.

Remediation of Previously-Reported Material Weakness

As previously disclosed in “Part II, Item 9A – Controls and Procedures” in the Company’s 2018 Form 10-K, in connection with its assessment for the fiscal year ended December 31, 2018, the Company’s management identified the following deficiencies in its internal control over financial reporting that existed as of December 31, 2018, primarily as a result of the previously-disclosed implementation of the Company’s new ERP system in the U.S. during 2018:

i.the Company did not perform an effective continuous risk assessment process that adequately identified and assessed risks affecting the Company's internal controls over financial reporting associated with the implementation of its new ERP system in the U.S.;

ii.the Company did not maintain a sufficient number of knowledgeable, trained personnel in the U.S. operations impacted by the ERP system implementation and in various other operations across the Company who understood and were held accountable for their assigned responsibilities for the design, implementation and operation of internal controls over financial reporting; and

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REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

iii.as a result, the Company did not design, implement and consistently operate effective process-level controls to ensure that it appropriately (~~except~~a) ~~where~~recorded ~~otherwise~~and ~~noted~~accounted for inventory, ~~all~~accounts ~~tabular~~receivable, ~~amounts~~net insales ~~millions~~and cost of goods sold, (b) reconciled balance sheet accounts, (c) reviewed and approved the complete population of manual journal entries and (d) used complete and accurate information in performing manual controls.

~~acquisition~~While these control deficiencies that existed for the fiscal year ended December 31, ~~use~~2018 ordid ~~disposition~~not result in any material misstatement of the Company'’s ~~assets~~2018 Consolidated Financial Statements, the Company’s management concluded that ~~could~~these ~~have~~deficiencies represented a material ~~effect~~weakness onfor ~~its~~the ~~financial~~fiscal ~~statements.~~year ~~Internal~~ended December 31, 2018, and that the Company’s internal control over financial reporting ~~may~~was not ~~prevent~~effective oras ~~detect~~of ~~misstatements~~December ~~due~~31, to2018. ~~its~~Notwithstanding ~~inherent~~that ~~limitations.~~material ~~Management's~~weakness, ~~projections~~in ofpreparing ~~any~~its ~~evaluation~~2018 ofConsolidated ~~the~~Financial ~~effectiveness~~Statements, ofthe ~~internal~~Company ~~control~~performed ~~over~~additional ~~financial~~procedures, ~~reporting~~such as toenhanced ~~future~~review ~~periods~~procedures ~~are~~over ~~subject~~key tofinancial ~~the~~statement ~~risks~~line ~~that~~items, ~~controls~~enhanced ~~may~~quarterly ~~become~~certifications ~~inadequate~~and ~~because~~enhanced ofdisclosure ~~changes~~processes inthroughout ~~conditions~~the Company, orand determined that the ~~degree~~Consolidated ofFinancial ~~compliance~~Statements ~~with~~included ~~the~~in ~~policies~~its or2018 ~~procedures~~Form ~~may~~10-K ~~deteriorate. A~~were ~~material~~prepared ~~weakness~~in isaccordance awith ~~deficiency,~~U.S. orGAAP aand ~~combination~~fairly ofpresented ~~deficiencies,~~ in ~~internal~~all ~~control~~material ~~over~~respects the Company’s financial ~~reporting~~condition, ~~such~~results ~~that~~of ~~there~~operations isand acash ~~reasonable~~flow ~~possibility~~for ~~that~~the aperiods presented. Based on the material ~~misstatement~~weakness that existed as of December 31, 2018, the Company’s ~~annual~~independent orregistered ~~interim~~public ~~financial~~accounting ~~statements~~firm, ~~will~~KPMG ~~not~~LLP, beissued ~~prevented~~an oradverse ~~detected~~report on athe ~~timely~~Company’s ~~basis~~2018 internal control over financial reporting.

~~The~~As ~~Company’s~~a ~~management~~result of the foregoing, ~~under~~throughout 2019, to remediate the ~~oversight~~material ofweakness that impacted the ~~Chief~~fiscal ~~Executive~~year ~~Officer~~ended December 31, 2018, the Company: (i) implemented enhancements to company-wide risk assessment processes; (ii) implemented monitoring controls over IT implementations and ~~Chief~~other ~~Financial~~significant ~~Officer,~~process ~~assessed~~changes and the ~~effectiveness~~related ofimpact on the Company’s risk assessment and control environment; (iii) added staff focused on internal control oversight and delivered training for staff responsible for internal control over financial reporting; as(iv) ofenhanced ~~December 31,~~the ~~2018~~Company’s process and incontrol ~~making~~documentation; ~~this~~(v) ~~assessment~~implemented ~~used~~new ~~the~~processes ~~criteria~~and ~~set~~controls ~~forth~~relative byto the ~~Committee~~execution and oversight of ~~Sponsoring~~inventory, ~~Organizations~~accounts receivable, net sales and cost of ~~the~~goods ~~Treadway~~sold; ~~Commission~~(vi) ~~Internal~~enhanced ~~Control-Integrated~~processes ~~Framework~~and controls over account reconciliations and manual journal entries; (~~2013~~vii)~~. In~~ ~~connection~~implemented ~~with~~monitoring ~~this~~controls ~~assessment,~~over ~~the~~employee ~~Company’s~~accountability ~~management~~and ~~identified~~compliance for control design and operation; and (viii) implemented new processes and controls to ensure the ~~following~~completeness ~~deficiencies~~and inaccuracy ~~its~~of ~~internal~~information ~~control~~used ~~over~~in ~~financial~~performing ~~reporting:~~manual controls.

~~(i)~~During the fourth quarter of 2019 and prior to the filing of the 2019 Form 10-K, the Company ~~did~~completed ~~not~~its ~~perform~~testing anof ~~effective~~the ~~continuous~~newly-designed ~~risk~~controls. ~~assessment~~In ~~process~~light ~~that~~of ~~adequately~~the ~~identified~~foregoing remediation activities and ~~assessed~~testing ~~risks~~of ~~affecting~~controls, the Company’s management determined that the Company’s internal ~~controls~~control over financial reporting ~~associated~~was ~~with~~effective ~~the~~as ~~implementation~~ of ~~its~~December ~~new~~31, ~~ERP system in the U~~2019.~~S.;~~

~~(i)~~For ~~the~~further ~~Company~~information, ~~did~~see ~~not~~Part ~~maintain~~I, aItem ~~sufficient~~1A. ~~number~~Risk ofFactors ~~knowledgeable,~~– ~~trained~~“The ~~personnel~~Company previously identified a material weakness in ~~the~~its ~~U.S.~~internal ~~operations~~control ~~impacted~~over byfinancial ~~the~~reporting, ~~ERP~~which ~~system~~has ~~implementation~~now ~~and~~been inremediated. ~~various~~Any ~~other~~failure ~~operations~~to ~~across~~maintain ~~the~~effective ~~Company~~internal ~~who~~control ~~understood~~over ~~and~~financial ~~were~~reporting ~~held~~could ~~accountable~~have ~~for~~a ~~their~~material ~~assigned~~adverse ~~responsibilities~~effect ~~for~~on the ~~design~~Company’s business, ~~implementation~~prospects, ~~and~~results ~~operation~~ of ~~internal~~operations, ~~controls over~~ financial ~~reporting;~~condition and/or cash flows.”

(iic) asChanges ain ~~result,~~Internal ~~the~~Control ~~Company~~Over ~~did~~Financial ~~not~~Reporting ~~design,~~("ICFR"). Other ~~implement~~than ~~and~~as ~~consistently~~described ~~operate~~in ~~effective~~section ~~process-level~~(b) ~~controls~~above, tothere ~~ensure~~have ~~that~~not itbeen ~~appropriately~~any ~~(a)~~changes ~~recorded~~in ~~and~~the ~~accounted~~Company’s ~~for~~internal ~~inventory,~~control ~~accounts~~over ~~receivable,~~financial ~~net~~reporting ~~sales~~during ~~and~~the ~~cost~~quarter ofended ~~goods~~December ~~sold~~31, ~~(b)~~2019 ~~reconciled~~that ~~balance~~have ~~sheet~~materially ~~accounts~~affected, ~~(c)~~or ~~reviewed~~are ~~and~~reasonably ~~approved~~likely ~~the~~to ~~complete~~materially ~~population~~affect, ofthe ~~manual~~Company’s ~~journal~~internal ~~entries~~control ~~and~~over ~~(d)~~financial ~~used complete and accurate information in performing manual controls~~reporting.

While these control deficiencies did not result in any material misstatement of the Company’s 2018 Consolidated Financial Statements, the Company’s management concluded that these deficiencies represented a material weakness and that the Company’s internal control over financial reporting was not effective as of December 31, 2018. 69

(c) Changes in Internal Control Over Financial Reporting ("ICFR"). Other than the material weakness described in section (b) above, which was identified by management after December 31, 2018 as part of the Company’s annual assessment of internal control over financial reporting, there have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(d) Management’s Remediation Plan. To remediate this material weakness, the Company will: (i) implement enhancements to company-wide risk assessment processes; (ii) enhance the Company’s review and sign-off procedures for IT implementations; (iii) train responsible staff and supplement staff; (iv) supplement internal resources with third-party consultants; (v) enhance its process and control documentation; (vi) implement new processes and controls relative to the execution and oversight of inventory, accounts receivable, net sales and cost of goods sold; (vii) enhance and reinforce policies around account reconciliations and manual journal entries; (viii) clearly identify and communicate individual employee responsibilities; and (ix) implement controls and new reporting tools to ensure the completeness and accuracy of information used in performing manual controls. The Company is also continuing to evaluate additional controls and procedures that may be required to remediate the material weakness.

Item 9B. Other Information

None.

Table of Contents

REVLON, ~~CONSUMER~~INC. ~~PRODUCTS CORPORATION~~ AND SUBSIDIARIES

~~(except~~Item ~~where~~9B. Other ~~otherwise~~Information ~~noted, all tabular amounts in millions)~~

Extension of E. Scott Beattie’s Consulting Agreement.

On March 11, 2020 (the “Effective Date”), the Company and E. Scott Beattie, a Revlon director, entered into an Amended and Restated Consulting Agreement (the “2020 Consulting Agreement”), pursuant to which he will continue to serve as Senior Advisor to the Company’s CEO for an additional year following the Effective Date, subject to automatic 1-year renewals, unless either party elects not to renew, and subject to certain standard termination rights (the “Term”). During the Term and commencing retroactive to the November 2019 expiration of his 2016 consulting agreement, the Company will pay Mr. Beattie a fee of $250,000 per year, supplemental to the Board’s compensation program for non-employee directors. The foregoing description of the 2020 Consulting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is incorporated by reference into this Form 10-K as Exhibit 10.20.

Forward-Looking Statements

This Annual Report on Form 10-K for the period ended December 31, ~~2018~~2019, as well as the Company's other public documents and statements, may contain forward-looking statements that involve risks and uncertainties, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the beliefs, expectations, estimates, projections, assumptions, forecasts, plans, anticipations, targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers, focus and intents of the Company’'s management. While the Company believes that its estimates and assumptions are reasonable, the Company cautions that it is very difficult to predict the impact of known and unknown factors, and, of course, it is impossible for the Company to anticipate all factors that could affect its results. The Company's actual results may differ materially from those discussed in such forward-looking statements. Such statements include, without limitation, the Company's expectations, plans and estimates (whether qualitative or quantitative) as to:

(i) the Company's future financial performance and/or sales growth;

(ii) the effect on sales of decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company’'s products as a result of increased competitive activities by the Company’'s competitors and/or decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise, changes in consumer purchasing habits, including with respect to retailer preferences and/or among sales channels, such as due to the continuing consumption declines in core beauty categories in the mass retail channel in North America; inventory management by the Company's customers; inventory de-stocking by certain retail customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company’'s existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’'s expenses, including, without limitation, for ~~pension~~the ~~expense~~purchase ~~under~~of ~~its~~permanent ~~benefit~~displays, ~~plans~~capital expenditures, ~~acquisition~~debt ~~and~~service ~~related~~payments ~~integration~~and costs, ~~capital~~cash ~~expenditures~~tax payments, ~~costs~~pension ~~related~~and toother post-retirement plan contributions, payments in connection with the Company’'s ~~synergy~~restructuring ~~and~~programs ~~integration~~(such ~~programs~~as inthe ~~connection~~EA ~~with~~Integration Restructuring Program, the ~~Elizabeth~~2018 ~~Arden~~Optimization ~~Acquisition~~Program and the Revlon 2020 Restructuring Program), severance not otherwise included in the Company's restructuring programs, business and/or ~~severance~~brand ~~costs~~acquisitions (including, without limitation, ~~those~~through inlicensing ~~connection~~transactions), ~~with~~if ~~the~~any, EAdebt ~~Integration Restructuring Program~~ and/or ~~the~~equity ~~2018~~repurchases, ~~Optimization~~if ~~Program)~~any, costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories and/or channels of trade, advertising, promotional and marketing activities, or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses;

(iii) the Company's belief that continuing to execute its business initiatives 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 (including through licensing transactions, if any), divesting or discontinuing non-core business lines (which may include exiting certain territories), 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, the intended purpose would be to create value through improving the Company's financial performance, could result in the Company making investments and/or recognizing charges related to executing against such opportunities, which activities may be funded with operating revenues, cash on hand, funds available under the Amended 2016 Revolving Credit Facility, the Amended 2019 Senior Line of Credit Facility, the 2020 Refinancing Transactions, other permissible borrowings and/or other permitted additional sources of capital, which actions could increase the Company's total debt;

(iv)the ~~certain~~Company's ~~beliefs~~plans to remain focused on its 3 key strategic pillars to drive its future success and ~~expectations~~growth, ~~regarding~~including ~~the~~(1) ~~Company's~~strengthening ~~progress~~its iniconic ~~resolving~~brands ~~customer~~through ~~service~~innovation ~~level~~and ~~disruptions~~relevant ~~resulting~~product ~~from~~portfolios; (2) building its capabilities to better communicate and connect with its consumers through media channels where they spend the ~~launch~~most time; and (3) ensuring availability of its ~~new~~products ~~ERP~~where ~~system~~consumers shop, both in-store and increasingly online;

(v) the effect of restructuring activities, restructuring costs and charges, the timing of restructuring payments and the benefits from such activities, including, without limitation: (A) in connection with implementing the EA Integration Restructuring Program:, ~~(1)~~ consolidating offices, eliminating certain duplicative activities and streamlining back-office support (which are designed to reduce the Company's SG&A expenses); ~~and~~ (2) recognizing $82.2 million of the EA Integration Restructuring Charges (all of which are expected to be cash payments), consisting of: (x) $72.2 million of employee-related costs, including severance, retention and other contractual termination benefits; (y) $5.1 million of lease termination costs; and (z) $4.9 million of other related charges; (B) the Company's 2018 Optimization Program designed to streamline the Company’'s operations, reporting structures and business processes, with the objective of maximizing productivity and improving profitability, cash flows and liquidity, with the major initiatives underlying such program including: (1) optimizing its global supply chain and realizing manufacturing efficiencies and rationalizing its global warehouse network and office locations to drive greater efficiency, lower its cost base and enhance its speed-to-market capabilities for new innovations; (2) enhancing in-market execution and optimizing its commercial and organizational structures to create more efficient global and regional capabilities; and (3) reducing overhead costs and streamlining functions and workflows by leveraging technology and shared services and standardizing and simplifying its business processes, leading to greater agility and faster decision-making; (C) the Company’'s expectations regarding the amount and timing of the charges and payments related to the 2018 Optimization Program, including that: (1) it ~~will~~recognized ~~recognize~~ approximately $3039.5 million ~~to $40 million~~ of cumulative total pre-tax restructuring and related charges, consisting of employee-related costs, such as severance, pension and other termination costs, as well as related third party expenses; (2) it ~~will~~incurred ~~incur~~ approximately $10 6.5 million of additional capital expenditures; (3) of the restructuring charges, it recorded pre-tax restructuring charges of $516.71 million in ~~2018,~~2019 related to the 2018 Optimization Program; and (4) approximately 88% of the restructuring charges are to be paid in cash, with approximately $25.9 million already paid through December 31, 2019, and substantially all of the remaining balance is expected to be ~~recognized~~paid by the end of 2020; and (D) (1) the Company’s plans to begin the process of implementing the Revlon 2020 Restructuring Program; including its expectation and belief that the Revlon 2020 Restructuring Program will reduce the Company’s selling, general and administrative expenses, as well as cost of goods sold, improve the Company’s gross profit and Adjusted EBITDA and maximize productivity, cash flow and liquidity, as well as rightsizing the organization and operating with more efficient workflows and processes and that the leaner organizational structure will improve communication flow and cross-functional collaboration, leveraging the more efficient business processes; (2) the Company’s expectation that the Revlon 2020 Restructuring Program will result in ~~2019~~the elimination of approximately 1,000 positions worldwide including approximately 650 current employees and approximately 350 open positions; (3) the Company’s expectation that it will substantially complete the employee-related actions by the end of 2020 and the other consolidation and outsourcing actions during 2021 and 2022; (4) ~~approximately~~the ~~85%~~Company’s expectations regarding the amount and timing of the 2020 Restructuring Charges and payments related to the Revlon 2020 Restructuring Program, including that: (a) it will recognize during 2020 approximately $55 million to $65 million of total pre-tax restructuring and related charges ~~are~~and in addition restructuring charges in the range of $65 million to $75 million to be charged and paid in the period of 2021 to 2022; and (b) substantially all of the 2020 Restructuring Charges will be paid in cash, generated by the business, with approximately $~~0.8~~55 million to $65 million of the total charges expected to be paid in ~~2018~~2020, ~~and~~approximately $2540 million to $3345 million expected to be paid in ~~2019~~2021, with ~~any~~the ~~remaining~~ balance expected to be paid in ~~2020~~2022; and (D5) the Company’s ~~expectation~~expectations that ~~the~~as ~~actions~~a toresult beof ~~implemented under~~ the ~~2018~~Revlon ~~Optimization~~2020 Restructuring Program, the Company will bedeliver ~~substantially~~in ~~completed~~the byrange ~~December~~of ~~31,~~$200 ~~2019;~~million ~~and~~to ~~(E)~~$230 ~~the~~million ~~Company’s~~of ~~projection~~annualized ~~that~~cost reductions by the ~~2018~~end ~~Optimization~~of ~~Program~~2022, ~~will~~with ~~result~~approximately in60% of these annualized cost reductions to be realized from the headcount reductions occurring in 2020, including the ~~range~~Company’s ofexpectations that during 2020, the Company will realize approximately $~~125~~105 million to $~~150~~115 million byof ~~the~~in-year ~~end~~cost ~~of 2019~~reductions;

(vi) the Company’'s expectation that operating revenues, cash on hand and funds that may be available from time to time for borrowing under Products Corporation's Amended 2016 Revolving Credit Facility, ~~and~~the ~~other~~Amended ~~permitted~~2019 ~~lines~~Senior Line of ~~credit~~Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings will be sufficient to enable the Company to cover its operating expenses for ~~2019~~2020, including the cash requirements referred to in item (viii) below, and the Company's belief that (a) ~~after giving effect to Amendment No. 2 to the Amended Revolving Credit Facility~~ it ~~continues~~has toand will have sufficient liquidity to meet its cash needs for at least the next 12 months based upon the cash generated by its operations, cash on hand, availability under the Amended 2016 Revolving Credit Facility, ~~and~~the ~~other~~Amended ~~permitted~~2019 ~~lines~~Senior Line of ~~credit~~Credit Facility, the 2020 Refinancing Transactions and other permissible borrowings, along with the option to further settle intercompany loans and payables with certain foreign subsidiaries, and that such cash resources will be further enhanced as the Company implements its 2018 Optimization Program and its Revlon 2020 Restructuring Program and cost reductions generated from other cost control initiatives, as well as funds provided by selling certain assets (such as the Natural Honey and Floid brands that were sold in December 2019) in connection with the Company's ongoing Strategic Review, and (b) restrictions and/or taxes on repatriation of foreign earnings will not have a material effect on the Company's liquidity during such period;

(vii) the Company’'s expected principal sources of funds, including operating revenues, cash on hand and funds available for borrowing under Products Corporation's Amended 2016 Revolving Credit Facility, ~~and~~the ~~other~~Amended ~~permitted~~

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