UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended ~~September 30, 2020~~March 31, 2021
			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

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

33-59650

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

Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.


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

Indicate by check mark whether the registrants have 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 ☒ No ¨

Indicate by check mark whether each 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

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 ☒

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 ☒

Number of shares of common stock outstanding as of ~~September 30, 2020:~~March 31, 2021:


Revlon, Inc. Class A Common Stock:			~~53,330,303~~53,486,372
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 ("Products Corporation") Common Stock were held by Revlon, Inc.

Products Corporation meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q as, among other things, all of Products Corporation's equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934, as amended, and which filed with the SEC on ~~November 13, 2020~~May 10, 2021 all of the material required to be filed pursuant to Section 13, 14 or 15(d) thereof. Products Corporation is therefore filing this Form 10-Q with a reduced disclosure format applicable to Products Corporation.

REVLON, INC. AND SUBSIDIARIES

INDEX


PART I - Financial Information
Item 1.	Financial Statements of Revlon, Inc. and Subsidiaries
	Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 (Unaudited) and December 31, ~~2019~~2020	2
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	3
	Unaudited Consolidated Statement of Stockholders' Deficiency for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	4
	Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	65
	Financial Statements of Revlon Consumer Products Corporation and Subsidiaries
	Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 (Unaudited) and December 31, ~~2019~~2020	87
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	98
	Unaudited Consolidated Statement of Stockholders' Deficiency for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	109
	Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	1110
	Combined Notes to Unaudited Consolidated Financial Statements	1312
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5542
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9653
Item 4.	Controls and Procedures	9754

PART II - Other Information
Item 1.	Legal Proceedings	~~105~~57
Item 1A.	Risk Factors	~~105~~57
Item 5.	Other Information	~~114~~57
Item 6.	Exhibits	~~114~~57
	Signatures

Table of Contents

REVLON, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share and per share amounts)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	268.3	$	104.3	Cash and cash equivalents	$	85.6	$	97.1
Trade receivables, less allowance for doubtful accounts of $12.4 and $11.4 as of September 30, 2020 and December 31, 2019, respectively		340.8		423.4
Trade receivables, less allowance for doubtful accounts of $12.3 and $13.0 as of March 31, 2021 and December 31, 2020, respectively						Trade receivables, less allowance for doubtful accounts of $12.3 and $13.0 as of March 31, 2021 and December 31, 2020, respectively	315.6		352.3
Inventories, net	Inventories, net	525.5		448.4		Inventories, net	441.2		462.6
Prepaid expenses and other assets	Prepaid expenses and other assets	140.8		135.3		Prepaid expenses and other assets	141.7		134.4
Total current assets	Total current assets	1,275.4		1,111.4		Total current assets	984.1		1,046.4
Property, plant and equipment, net of accumulated depreciation of $530.3 and $488.1 as of September 30, 2020 and December 31, 2019, respectively		355.8		408.6
Property, plant and equipment, net of accumulated depreciation of $539.5 and $528.9 as of March 31, 2021 and December 31, 2020, respectively						Property, plant and equipment, net of accumulated depreciation of $539.5 and $528.9 as of March 31, 2021 and December 31, 2020, respectively	335.6		352.0
Deferred income taxes	Deferred income taxes	230.5		175.1		Deferred income taxes	23.6		25.7
Goodwill	Goodwill	563.2		673.7		Goodwill	563.2		563.7
Intangible assets, net of accumulated amortization and impairment of $286.7 and $226.4 as of September 30, 2020 and December 31, 2019, respectively		435.9		490.7
Intangible assets, net of accumulated amortization and impairment of $303.8 and $296.8 as of March 31, 2021 and December 31, 2020, respectively						Intangible assets, net of accumulated amortization and impairment of $303.8 and $296.8 as of March 31, 2021 and December 31, 2020, respectively	419.5		430.8
Other assets	Other assets	112.5		121.1		Other assets	104.9		109.1
Total assets	Total assets	$	2,973.3	$	2,980.6	Total assets	$	2,430.9	$	2,527.7

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	LIABILITIES AND STOCKHOLDERS’ DEFICIENCY					LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term borrowings	Short-term borrowings	$	2.0	$	2.2	Short-term borrowings	$	0.3	$	2.5
Current portion of long-term debt	Current portion of long-term debt	704.5		288.0		Current portion of long-term debt	107.2		217.5
Accounts payable	Accounts payable	219.9		251.8		Accounts payable	195.6		203.3
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	387.9		414.9		Accrued expenses and other current liabilities	402.7		420.9

Total current liabilities	Total current liabilities	1,314.3		956.9		Total current liabilities	705.8		844.2
Long-term debt	Long-term debt	2,926.5		2,906.2		Long-term debt	3,266.8		3,105.0
Long-term pension and other post-retirement plan liabilities	Long-term pension and other post-retirement plan liabilities	166.7		181.2		Long-term pension and other post-retirement plan liabilities	196.7		212.4
Other long-term liabilities	Other long-term liabilities	148.7		157.5		Other long-term liabilities	220.3		228.1

Stockholders’ deficiency:	Stockholders’ deficiency:					Stockholders’ deficiency:
Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 57,674,817 and 56,470,490 shares issued as of September 30, 2020 and December 31, 2019, respectively		0.5		0.5
Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 58,240,762 and 56,742,513 shares issued as of March 31, 2021 and December 31, 2020, respectively						Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 58,240,762 and 56,742,513 shares issued as of March 31, 2021 and December 31, 2020, respectively	0.5		0.5
Additional paid-in capital	Additional paid-in capital	1,080.5		1,071.9		Additional paid-in capital	1,085.4		1,082.3
Treasury stock, at cost: 1,771,032 and 1,625,580 shares of Class A Common Stock as of September 30, 2020 and December 31, 2019, respectively		(35.2)		(33.5)
Treasury stock, at cost: 1,892,108 and 1,774,200 shares of Class A Common Stock as of March 31, 2021 and December 31, 2020, respectively						Treasury stock, at cost: 1,892,108 and 1,774,200 shares of Class A Common Stock as of March 31, 2021 and December 31, 2020, respectively	(37.6)		(35.2)
Accumulated deficit	Accumulated deficit	(2,397.9)		(2,012.7)		Accumulated deficit	(2,727.7)		(2,631.7)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(230.8)		(247.4)		Accumulated other comprehensive loss	(279.3)		(277.9)
Total stockholders’ deficiency	Total stockholders’ deficiency	(1,582.9)		(1,221.2)		Total stockholders’ deficiency	(1,958.7)		(1,862.0)
Total liabilities and stockholders’ deficiency	Total liabilities and stockholders’ deficiency	$	2,973.3	$	2,980.6	Total liabilities and stockholders’ deficiency	$	2,430.9	$	2,527.7

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(dollars in millions, except share and per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,

		2020		2019		2020		2019				2021		2020

Net sales	Net sales	$	477.1	$	596.8	$	1,277.7	$	1,720.2	Net sales		$	445.0	$	453.0
Cost of sales	Cost of sales	234.3		269.0		600.7		750.7		Cost of sales		191.2		197.8
Gross profit	Gross profit	242.8		327.8		677.0		969.5		Gross profit		253.8		255.2
Selling, general and administrative expenses	Selling, general and administrative expenses	253.4		308.1		739.1		973.2		Selling, general and administrative expenses		260.5		289.4
Acquisition, integration and divestiture costs	Acquisition, integration and divestiture costs	0.9		0.1		4.2		0.7		Acquisition, integration and divestiture costs		0.6		2.1
Restructuring charges and other, net	Restructuring charges and other, net	(0.7)		2.9		44.8		11.6		Restructuring charges and other, net		5.4		24.8
Impairment charges	Impairment charges	0		0		144.1		0		Impairment charges		0		124.3
Gain on divested assets		(1.1)		0		(0.5)		0
Operating (loss) income		(9.7)		16.7		(254.7)		(16.0)
Loss on divested assets										Loss on divested assets		0		0.8
Operating loss										Operating loss		(12.7)		(186.2)
Other expenses:	Other expenses:									Other expenses:
Interest expense, net	Interest expense, net	68.7		50.2		178.0		145.7		Interest expense, net		58.9		48.4

Amortization of debt issuance costs	Amortization of debt issuance costs	7.8		3.7		17.8		10.4		Amortization of debt issuance costs		8.7		4.0
Gain on early extinguishment of debt		(31.2)		0		(43.1)		0
Foreign currency (gains) losses, net		(9.8)		7.6		9.1		9.0

Foreign currency losses, net										Foreign currency losses, net		3.3		16.6
Miscellaneous, net	Miscellaneous, net	(2.6)		1.7		13.9		7.6		Miscellaneous, net		1.2		(4.1)
Other expenses	Other expenses	32.9		63.2		175.7		172.7		Other expenses		72.1		64.9
Loss from continuing operations before income taxes		(42.6)		(46.5)		(430.4)		(188.7)
Loss from operations before income taxes										Loss from operations before income taxes		(84.8)		(251.1)
Provision for (benefit from) income taxes	Provision for (benefit from) income taxes	1.9		(2.1)		(45.2)		(3.2)		Provision for (benefit from) income taxes		11.2		(37.2)
Loss from continuing operations, net of taxes		(44.5)		(44.4)		(385.2)		(185.5)
(Loss) income from discontinued operations, net of taxes		0		(0.3)		0		2.0

Net loss	Net loss	$	(44.5)	$	(44.7)	$	(385.2)	$	(183.5)	Net loss		$	(96.0)	$	(213.9)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	2.2		(1.8)		7.3		(0.5)		Foreign currency translation adjustments		(4.9)		(5.2)
Amortization of pension related costs, net of tax(a)(b)	Amortization of pension related costs, net of tax(a)(b)	2.8		2.3		9.3		7.2		Amortization of pension related costs, net of tax(a)(b)		3.5		2.5

Other comprehensive income, net		5.0		0.5		16.6		6.7
Other comprehensive loss, net										Other comprehensive loss, net		(1.4)		(2.7)
Total comprehensive loss	Total comprehensive loss	$	(39.5)	$	(44.2)	$	(368.6)	$	(176.8)	Total comprehensive loss		$	(97.4)	$	(216.6)

Basic and Diluted (loss) earnings per common share:	Basic and Diluted (loss) earnings per common share:									Basic and Diluted (loss) earnings per common share:		$	(1.79)	$	(4.02)
Continuing operations		$	(0.83)	$	(0.84)	$	(7.22)	$	(3.50)
Discontinued operations		0		0		0		0.04
Net loss		$	(0.83)	$	(0.84)	$	(7.22)	$	(3.46)

Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	53,476,354		53,129,004		53,371,986		53,057,154		Basic		53,653,449		53,167,453
Diluted	Diluted	53,476,354		53,129,004		53,371,986		53,057,154		Diluted		53,653,449		53,167,453

(a)Net of ~~a $0.5 million~~ tax expense of NaN and $0.3 million ~~of tax expense~~ for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and net of a $0.7 million tax benefit and $0.9 million of tax expense for the nine months ended September 30, 2020 and 2019,~~ respectively.

(b) This amount is included in the computation of net periodic benefit costs (income). See Note 10, "Pension and Post-Retirement Benefits," for additional information regarding net periodic benefit costs (income).

~~See Accompanying Notes to Unaudited Consolidated Financial Statements~~

~~Table of Contents~~

~~REVLON, INC. AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY~~

~~(dollars in millions, except share and per share amounts)~~

Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Deficiency
Balance, January 1, 2020 $ 0.5 $ 1,071.9 $ (33.5) $ (2,012.7) $ (247.4) $ (1,221.2)
Treasury stock acquired, at cost (a)
— — (0.4) — — (0.4)
Stock-based compensation amortization — 2.4 — — — 2.4
Net loss — — — (213.9) — (213.9)
Other comprehensive (loss) income, net (b)
— — — — (2.7) (2.7)
Balance, March 31, 2020 0.5 1,074.3 (33.9) (2,226.6) (250.1) (1,435.8)
Treasury stock acquired, at cost (a)
— — (1.3) — — (1.3)
Stock-based compensation amortization — 1.1 — — — 1.1
Net loss — — — (126.8) — (126.8)
Other comprehensive (loss) income, net (b)
— — — — 14.3 14.3
Balance, June 30, 2020 0.5 1,075.4 (35.2) (2,353.4) (235.8) (1,548.5)
Treasury stock acquired, at cost (a)
— — — — — —
Stock-based compensation amortization — 5.1 — — — 5.1
Net loss — — — (44.5) — (44.5)
Other comprehensive (loss) income, net (b)
— — — — 5.0 5.0
Balance, September 30, 2020 $ 0.5 $ 1,080.5 $ (35.2) $ (2,397.9) $ (230.8) $ (1,582.9)

Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Deficiency
Balance, January 1, 2019 $ 0.5 $ 1,063.8 $ (31.9) $ (1,855.0) $ (234.2) $ (1,056.8)
Treasury stock acquired, at cost (a)
— — (1.6) — — (1.6)
Stock-based compensation amortization — 0.4 — — — 0.4
Net loss — — — (75.1) — (75.1)
Other comprehensive (loss) income, net (b)
— — — — 0.9 0.9
Balance, March 31, 2019 0.5 1,064.2 (33.5) (1,930.1) (233.3) (1,132.2)
Treasury stock acquired, at cost (a)
— — 0 — — 0
Stock-based compensation amortization — 3.4 — — — 3.4
Net loss — — — (63.7) — (63.7)
Other comprehensive (loss) income, net (b)
— — — — 5.3 5.3
Balance, June 30, 2019 $ 0.5 $ 1,067.6 $ (33.5) $ (1,993.8) $ (228.0) $ (1,187.2)
Treasury stock acquired, at cost (a)
— — — — — —
Stock-based compensation amortization — 3.9 — — — 3.9
Net loss — — — (44.7) — (44.7)
Other comprehensive (loss) income, net (b)
— — — — 0.5 0.5
Balance, September 30, 2019 $ 0.5 $ 1,071.5 $ (33.5) $ (2,038.5) $ (227.5) $ (1,227.5)

~~(a)~~ Pursuant to the share withholding provisions of the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the "Stock Plan"), the Company withheld an aggregate of 756 and NaN shares of Revlon Class A Common Stock during the three months ended September 30, 2020 and 2019, and 127,725 and 85,607 shares of Revlon Class A Common Stock during the nine months ended September 30, 2020 and 2019, respectively, to satisfy certain minimum statutory tax withholding requirements related to the vesting of restricted shares and restricted stock units ("RSUs") for certain senior executives and employees. These withheld shares were recorded as treasury stock using the cost method, at a weighted-average price per share of $8.50 and NaN during the

~~Table of Contents~~

three months ended September 30, 2020 and 2019, and $12.99 and $18.86 during the nine months ended September 30, 2020 and 2019, respectively, based on the closing price of Revlon Class A Common Stock as reported on the New York Stock Exchange (the "NYSE") consolidated tape on each respective vesting date, for a total of approximately $6,400 and NaN during the three months ended September 30, 2020 and 2019, $1.6 million and $1.6 million during the nine months ended September 30, 2020 and 2019, See Note 11, "Stock Compensation Plan," for details regarding restricted stock awards and RSUs under the Stock Plan.

~~(b)~~ See Note 13, "Accumulated Other Comprehensive Loss," regarding the changes in the accumulated balances for each component of other comprehensive loss during the nine months ended September 30, 2020 and 2019, respectively.

~~See Accompanying Notes to Unaudited Consolidated Financial Statements~~

~~Table of Contents~~

~~REVLON, INC. AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(dollars in millions)~~

Nine Months Ended September 30,
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (385.2) $ (183.5)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization 108.3 124.6
   Foreign currency losses from re-measurement 9.1 9.0
   Amortization of debt discount 1.3 1.2
   Stock-based compensation amortization 8.6 7.7
Impairment charges 144.1 0
Benefit from deferred income taxes (54.4) (19.0)
   Amortization of debt issuance costs 17.8 10.4
   Gain on divested assets (0.5) 0
   Pension and other post-retirement cost 4.2 6.3
Gain on early extinguishment of debt (43.1) 0
Paid-in-kind interest accrued on the 2020 BrandCo Facilities 6.2 0
   Change in assets and liabilities:
Decrease (increase) in trade receivables 78.0 (30.5)
Increase in inventories (79.4) (4.9)
Increase in prepaid expenses and other current assets (1.7) (5.5)
(Decrease) increase in accounts payable (27.8) 9.1
Decrease in accrued expenses and other current liabilities (25.2) (81.0)
Pension and other post-retirement plan contributions (7.5) (7.8)
Purchases of permanent displays (16.5) (28.4)
Other, net 6.8 25.5
Net cash used in operating activities (256.9) (166.8)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (7.4) (20.0)
Net cash used in investing activities (7.4) (20.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft (0.7) (22.4)
Borrowings under the 2020 BrandCo Facilities 880.0 0
Repurchases of the 5.75% Senior Notes (114.1) 0
Net borrowings under the Amended 2016 Revolving Credit Facility 19.5 13.4
Net borrowings under the 2019 Term Loan Facility (a)
(200.0) 200.0
Repayments under the 2018 Foreign Asset-Based Term Loan (31.4) 0
Repayments under the 2016 Term Loan Facility (9.2) (13.5)
Payment of financing costs (108.3) (13.4)
Tax withholdings related to net share settlements of restricted stock and RSUs (1.6) (1.6)
Other financing activities (0.3) (0.9)
Net cash provided by financing activities 433.9 161.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash (0.4) (1.4)
   Net increase (decrease) in cash, cash equivalents and restricted cash
169.2 (26.6)
   Cash, cash equivalents and restricted cash at beginning of period (b)
104.5 87.5
   Cash, cash equivalents and restricted cash at end of period (b)
$ 273.7 $ 60.9
Supplemental schedule of cash flow information:
   Cash paid during the period for:
Interest $ 182.2 $ 157.9
Income taxes, net of refunds 12.6 6.9
Supplemental schedule of non-cash investing and financing activities:
Non-cash roll-up of participating lenders from the 2016 Term Loan Facility to the 2020 BrandCo Facilities $ 846.0 $ 0
Paid-in-kind debt issuance costs capitalized to the 2020 BrandCo Facilities 29.1 0

~~(a)~~ ~~The Company fully repaid the 2019 Term Loan Facility in May 2020.~~

~~(b)These amounts include restricted cash of $5.4 million and $0.2 million as of September 30,~~2020 and 2019, respectively. The balance as of September 30, 2020 represents: (i) cash on deposit in lieu of a mandatory prepayment under the 2018 Foreign Asset-Based Term Facility; and (ii) cash on deposit to support

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outstanding undrawn letters of credit. The balance as of September 30, 2019 represents: (i) cash on deposit in lieu of a mandatory prepayment under the 2018 Foreign Asset-Based Term Facility; and (ii) cash on deposit to support outstanding undrawn letters of credit. These balances were included within prepaid expenses and other current assets and other assets in the Company's Unaudited Consolidated Balance Sheets as of September 30, 2020 and September 30, 2019, respectively.

~~See Accompanying Notes to Unaudited Consolidated Financial Statements~~

~~Table of Contents~~

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(dollars in millions, except share and per share amounts)~~

September 30, 2020 December 31, 2019
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 268.3 $ 104.3
Trade receivables, less allowance for doubtful accounts of $12.4 and $11.4 as of September 30, 2020 and December 31, 2019, respectively 340.8 423.4
Inventories, net 525.5 448.4
Prepaid expenses and other assets 136.9 131.4
Receivable from Revlon, Inc. 168.7 161.2
Total current assets 1,440.2 1,268.7
Property, plant and equipment, net of accumulated depreciation of $530.3 and $488.1 as of September 30, 2020 and December 31, 2019, respectively 355.8 408.6
Deferred income taxes 211.9 158.1
Goodwill 563.2 673.7
Intangible assets, net of accumulated amortization and impairment of $286.7 and $226.4 as of September 30, 2020 and December 31, 2019, respectively 435.9 490.7
Other assets 112.5 121.1
Total assets $ 3,119.5 $ 3,120.9
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Current liabilities:
Short-term borrowings $ 2.0 $ 2.2
Current portion of long-term debt 704.5 288.0
Accounts payable 219.9 251.8
Accrued expenses and other current liabilities 390.8 418.2
Total current liabilities 1,317.2 960.2
Long-term debt 2,926.5 2,906.2
Long-term pension and other post-retirement plan liabilities 166.7 181.2
Other long-term liabilities 153.6 162.7
Stockholder's deficiency:
Products Corporation Preferred stock, par value $1.00 per share; 1,000 shares authorized; 546 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 54.6 54.6
Products Corporation Common Stock, par value $1.00 per share; 10,000 shares authorized; 5,260 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 0 0
Additional paid-in capital 1,005.1 996.5
Accumulated deficit (2,273.4) (1,893.1)
Accumulated other comprehensive loss (230.8) (247.4)
Total stockholder's deficiency (1,444.5) (1,089.4)
Total liabilities and stockholder's deficiency $ 3,119.5 $ 3,120.9

~~See Accompanying Notes to Unaudited Consolidated Financial Statements~~

~~Table of Contents~~

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS~~

~~(dollars in millions)~~

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net sales $ 477.1 $ 596.8 $ 1,277.7 $ 1,720.2
Cost of sales 234.3 269.0 600.7 750.7
      Gross profit 242.8 327.8 677.0 969.5
Selling, general and administrative expenses 251.4 306.3 733.2 968.1
Acquisition, integration and divestiture costs 0.9 0.1 4.2 0.7
Restructuring charges and other, net (0.7) 2.9 44.8 11.6
Impairment charges 0 0 144.1 0
Gain on divested assets (1.1) 0 (0.5) 0
      Operating (loss) income (7.7) 18.5 (248.8) (10.9)
Other expenses:
   Interest expense, net 68.7 50.2 178.0 145.7
   Amortization of debt issuance costs 7.8 3.7 17.8 10.4
   Gain on early extinguishment of debt (31.2) 0 (43.1) 0
   Foreign currency (gains) losses, net (9.8) 7.6 9.1 9.0
   Miscellaneous, net (2.6) 1.7 13.9 7.6
      Other expenses 32.9 63.2 175.7 172.7
Loss from continuing operations before income taxes (40.6) (44.7) (424.5) (183.6)
Provision for (benefit from) income taxes 2.3 (1.8) (44.2) (2.4)
Loss from continuing operations, net of taxes (42.9) (42.9) (380.3) (181.2)
(Loss) income from discontinued operations, net of taxes 0 (0.3) 0 2.0
Net loss $ (42.9) $ (43.2) $ (380.3) $ (179.2)
Other comprehensive income (loss):
   Foreign currency translation adjustments 2.2 (1.8) 7.3 (0.5)
   Amortization of pension related costs, net of tax(a)(b)
2.8 2.3 9.3 7.2
Other comprehensive income, net 5.0 0.5 16.6 6.7
Total comprehensive loss $ (37.9) $ (42.7) $ (363.7) $ (172.5)

~~(a)~~ Net of a $0.5 million tax expense and $0.3 million of tax expense for the three months ended September 30, 2020 and 2019, respectively, and net of a $0.7 million tax benefit and $0.9 million of tax expense for the nine months ended September 30, 2020 and 2019, respectively.

~~(b)~~This amount is included in the computation of net periodic benefit costs (income). See Note 10, "Pension and Post-Retirement Benefits," for additional information regarding net periodic benefit costs (income).

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(dollars in millions, except share and per share amounts)


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficiency

Balance, January 1, 2021	$	0.5	$	1,082.3	$	(35.2)	$	(2,631.7)	$	(277.9)	$	(1,862.0)















Treasury stock acquired, at cost (a)	—		—		(2.4)		—		—		(2.4)
Stock-based compensation amortization	—		3.1		—		—		—		3.1
Net loss	—		—		—		(96.0)		—		(96.0)
Other comprehensive (loss) income, net (b)	—		—		—		—		(1.4)		(1.4)
Balance, March 31, 2021	$	0.5	$	1,085.4	$	(37.6)	$	(2,727.7)	$	(279.3)	$	(1,958.7)


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficiency
Balance, January 1, 2020	$	0.5	$	1,071.9	$	(33.5)	$	(2,012.7)	$	(247.4)	$	(1,221.2)















Treasury stock acquired, at cost (a)	—		—		(0.4)		—		—		(0.4)
Stock-based compensation amortization	—		2.4		—		—		—		2.4
Net loss	—		—		—		(213.9)		—		(213.9)
Other comprehensive (loss) income, net (b)	—		—		—		—		(2.7)		(2.7)
Balance, March 31, 2020	$	0.5	$	1,074.3	$	(33.9)	$	(2,226.6)	$	(250.1)	$	(1,435.8)

(a) Pursuant to the share withholding provisions of the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the "Stock Plan"), the Company withheld an aggregate of 162,496 and 14,977 shares of Revlon Class A Common Stock during the three months ended March 31, 2021 and 2020, respectively, to satisfy certain minimum statutory tax withholding requirements related to the vesting of restricted shares and restricted stock units ("RSUs") for certain senior executives and employees. These withheld shares were recorded as treasury stock using the cost method, at a weighted-average price per share of $14.95 and $23.47 during the three months ended March 31, 2021 and 2020, respectively, based on the closing price of Revlon Class A Common Stock as reported on the New York Stock Exchange (the "NYSE") consolidated tape on each respective vesting date, for a total of approximately $2.4 million and $0.4 million during the three months ended March 31, 2021 and 2020, respectively. See Note 11, "Stock Compensation Plan," for details regarding restricted stock awards and RSUs under the Stock Plan.

(b) See Note 13, "Accumulated Other Comprehensive Loss," regarding the changes in the accumulated balances for each component of other comprehensive loss during the three months ended March 31, 2021 and 2020, respectively.

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)


	Three Months Ended March 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(96.0)	$	(213.9)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	33.3		36.8
Foreign currency losses from re-measurement	3.3		16.6
Amortization of debt discount	0.4		0.4
Stock-based compensation amortization	3.1		2.4
Impairment charges	0		124.3
Benefit from deferred income taxes	1.7		(37.2)

Amortization of debt issuance costs	8.7		4.0

Loss on divested assets	0		0.8
Pension and other post-retirement cost	1.3		1.2

Paid-in-kind interest expense on the 2020 BrandCo Facilities	4.6		0
Change in assets and liabilities:
Decrease in trade receivables	33.7		84.6
Decrease (increase) in inventories	18.7		(42.5)
Increase in prepaid expenses and other current assets	(8.4)		(23.3)
Increase in accounts payable	2.8		14.9
Decrease in accrued expenses and other current liabilities	(22.5)		(34.8)
Decrease in deferred revenue	(1.3)		0
Pension and other post-retirement plan contributions	(13.7)		(3.6)
Purchases of permanent displays	(5.8)		(7.0)
Other, net	7.7		(1.3)
Net cash used in operating activities	(28.4)		(77.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(0.7)		(1.8)



Net cash used in investing activities	(0.7)		(1.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(10.6)		(6.4)
Borrowings under the SISO Term Loan Facility	100.0		0

Net (repayments) borrowings under the Amended 2016 Revolving Credit Facility	(59.3)		69.1

Borrowings under the 2021 Foreign Asset-Based Term Facility	75.0		0
Repayments of the 2018 Foreign Asset-Based Term Facility	(58.9)		0
Repayments under the 2016 Term Loan Facility	(2.3)		(4.5)
Payment of financing costs	(11.8)		(0.3)
Tax withholdings related to net share settlements of restricted stock and RSUs	(2.4)		(0.4)

Other financing activities	(0.1)		(0.1)
Net cash provided by financing activities	29.6		57.4
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1.3)		(3.3)
Net decrease in cash, cash equivalents and restricted cash	(0.8)		(25.3)
Cash, cash equivalents and restricted cash at beginning of period (a)	102.5		104.5
Cash, cash equivalents and restricted cash at end of period (a)	$	101.7	$	79.2
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest	$	64.6	$	62.9
Income taxes, net of refunds	(1.0)		1.0

Table of Contents


Supplemental schedule of non-cash investing and financing activities:






Paid-in-kind interest capitalized to the 2020 BrandCo Facilities	4.6	0

(a)These amounts include restricted cash of $16.1 million and $16.4 million as of March 31,2021 and 2020, respectively. The balance as of March 31, 2021 represents: (i) cash on deposit in lieu of a mandatory prepayment and loan proceeds held in escrow until certain collateral perfection requirements are satisfied under the 2021 Foreign Asset-Based Term Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. The balance as of March 31, 2020 represents: (i) cash on deposit in lieu of a mandatory prepayment under the 2018 Foreign Asset-Based Term Facility; (ii) restricted cash under the terms of 2019 Term Loan Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. These balances were included within prepaid expenses and other current assets and other assets in the Company's Consolidated Balance Sheets as of March 31, 2021 and March 31, 2020, respectively.

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share and per share amounts)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	85.6	$	97.1
Trade receivables, less allowance for doubtful accounts of $12.3 and $13.0 as of March 31, 2021 and December 31, 2020, respectively	315.6		352.3
Inventories, net	441.2		462.6
Prepaid expenses and other assets	137.6		130.5
Receivable from Revlon, Inc.	173.5		170.0
Total current assets	1,153.5		1,212.5
Property, plant and equipment, net of accumulated depreciation of $539.5 and $528.9 as of March 31, 2021 and December 31, 2020, respectively	335.6		352.0
Deferred income taxes	23.9		34.1
Goodwill	563.2		563.7
Intangible assets, net of accumulated amortization and impairment of $303.8 and $296.8 as of March 31, 2021 and December 31, 2020, respectively	419.5		430.8
Other assets	104.9		109.1
Total assets	$	2,600.6	$	2,702.2

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Current liabilities:
Short-term borrowings	$	0.3	$	2.5
Current portion of long-term debt	107.2		217.5
Accounts payable	195.6		203.3
Accrued expenses and other current liabilities	405.7		423.2

Total current liabilities	708.8		846.5
Long-term debt	3,266.8		3,105.0
Long-term pension and other post-retirement plan liabilities	196.7		212.4
Other long-term liabilities	224.5		241.3

Stockholder's deficiency:
Products Corporation Preferred stock, par value $1.00 per share; 1,000 shares authorized; 546 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	54.6		54.6
Products Corporation Common Stock, par value $1.00 per share; 10,000 shares authorized; 5,260 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	0		0
Additional paid-in capital	1,010.0		1,006.9
Accumulated deficit	(2,581.5)		(2,486.6)
Accumulated other comprehensive loss	(279.3)		(277.9)
Total stockholder's deficiency	(1,796.2)		(1,703.0)
Total liabilities and stockholder's deficiency	$	2,600.6	$	2,702.2

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(dollars in millions)


	Three Months Ended March 31,

		2021		2020

Net sales		$	445.0	$	453.0
Cost of sales		191.2		197.8
Gross profit		253.8		255.2
Selling, general and administrative expenses		259.5		287.4
Acquisition, integration and divestiture costs		0.6		2.1
Restructuring charges and other, net		5.4		24.8
Impairment charges		0		124.3
Loss on divested assets		0		0.8
Operating loss		(11.7)		(184.2)
Other expenses:
Interest expense, net		58.9		48.4

Amortization of debt issuance costs		8.7		4.0

Foreign currency losses, net		3.3		16.6
Miscellaneous, net		1.2		(4.1)
Other expenses		72.1		64.9
Loss from operations before income taxes		(83.8)		(249.1)
Benefit from income taxes		11.1		(36.9)


Net loss		$	(94.9)	$	(212.2)
Other comprehensive income (loss):
Foreign currency translation adjustments		(4.9)		(5.2)
Amortization of pension related costs, net of tax(a)(b)		3.5		2.5





Other comprehensive loss, net		(1.4)		(2.7)
Total comprehensive loss		$	(96.3)	$	(214.9)

(a)Net of tax expense of NaN and $0.3 million for the three months ended March 31, 2021 and 2020, respectively.

(b)This amount is included in the computation of net periodic benefit costs (income). See Note 10, "Pension and Post-Retirement Benefits," for additional information regarding net periodic benefit costs (income).

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIENCY

(dollars in millions)


		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency			Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency

Balance, January 1, 2020		$	54.6	$	996.5	$	(1,893.1)	$	(247.4)	$	(1,089.4)
Stock-based compensation amortization		—		2.4		—		—		2.4
Net loss		—		—		(212.2)		—		(212.2)
Other comprehensive (loss) income, net (a)		—		—		—		(2.7)		(2.7)
Balance, March 31, 2020		54.6		998.9		(2,105.3)		(250.1)		(1,301.9)
Stock-based compensation amortization		—		1.1		—		—		1.1
Net loss		—		—		(125.2)		—		(125.2)
Other comprehensive (loss) income, net (a)		—		—		—		14.3		14.3
Balance, June 30, 2020		54.6		1,000.0		(2,230.5)		(235.8)		(1,411.7)
Balance, January 1, 2021												Balance, January 1, 2021	$	54.6	$	1,006.9	$	(2,486.6)	$	(277.9)	$	(1,703.0)

Stock-based compensation amortization	Stock-based compensation amortization	—		5.1		—		—		5.1		Stock-based compensation amortization	—		3.1		—		—		3.1
Net loss	Net loss	—		—		(42.9)		—		(42.9)		Net loss	—		—		(94.9)		—		(94.9)
Other comprehensive (loss) income, net (a)	Other comprehensive (loss) income, net (a)	—		—		—		5.0		5.0		Other comprehensive (loss) income, net (a)	—		—		—		(1.4)		(1.4)
Balance, September 30, 2020		$	54.6	$	1,005.1	$	(2,273.4)	$	(230.8)	$	(1,444.5)
Balance, March 31, 2021												Balance, March 31, 2021	$	54.6	$	1,010.0	$	(2,581.5)	$	(279.3)	$	(1,796.2)


	Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency			Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency

Balance, January 1, 2019	$	54.6	$	988.4	$	(1,741.9)	$	(234.2)	$	(933.1)
Stock-based compensation amortization	—		0.4		—		—		0.4
Net loss	—		—		(73.5)		—		(73.5)
Other comprehensive (loss) income, net (a)	—		—		—		0.9		0.9
Balance, March 31, 2019	54.6		988.8		(1,815.4)		(233.3)		(1,005.3)
Stock-based compensation amortization	—		3.4		—		—		3.4
Net loss	—		—		(62.5)		—		(62.5)
Other comprehensive (loss) income, net (a)	—		—		—		5.3		5.3
Balance, June 30, 2019	$	54.6	$	992.2	$	(1,877.9)	$	(228.0)	$	(1,059.1)
Stock-based compensation amortization	—		3.8		—		—		3.8
Net loss	—		—		(43.2)		—		(43.2)
Other comprehensive (loss) income, net (a)	—		—		—		0.5		0.5
Balance, September 30, 2019	$	54.6	$	996.0	$	(1,921.1)	$	(227.5)	$	(1,098.0)
Balance, January 1, 2020											Balance, January 1, 2020	$	54.6	$	996.5	$	(1,893.1)	$	(247.4)	$	(1,089.4)

Stock-based compensation amortization											Stock-based compensation amortization	—		2.4		—		—		2.4
Net loss											Net loss	—		—		(212.2)		—		(212.2)
Other comprehensive (loss) income, net (a)											Other comprehensive (loss) income, net (a)	—		—		—		(2.7)		(2.7)
Balance, March 31, 2020											Balance, March 31, 2020	$	54.6	$	998.9	$	(2,105.3)	$	(250.1)	$	(1,301.9)

(a)See Note 13, "Accumulated Other Comprehensive Loss," regarding the changes in the accumulated balances for each component of other comprehensive loss during the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

See Accompanying Notes to Unaudited Consolidated Financial Statements

Table of Contents

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	Net loss	$	(380.3)	$	(179.2)	Net loss	$	(94.9)	$	(212.2)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	108.3		124.6		Depreciation and amortization	33.3		36.8
Foreign currency losses from re-measurement	Foreign currency losses from re-measurement	9.1		9.0		Foreign currency losses from re-measurement	3.3		16.6
Amortization of debt discount	Amortization of debt discount	1.3		1.2		Amortization of debt discount	0.4		0.4
Stock-based compensation amortization	Stock-based compensation amortization	8.6		7.7		Stock-based compensation amortization	3.1		2.4
Impairment charges	Impairment charges	144.1		0		Impairment charges	0		124.3
Benefit from deferred income taxes	Benefit from deferred income taxes	(53.1)		(17.8)		Benefit from deferred income taxes	1.9		(36.9)

Amortization of debt issuance costs	Amortization of debt issuance costs	17.8		10.4		Amortization of debt issuance costs	8.7		4.0

Gain on divested assets		(0.5)		0
Loss on divested assets						Loss on divested assets	0		0.8
Pension and other post-retirement cost	Pension and other post-retirement cost	4.2		6.3		Pension and other post-retirement cost	1.3		1.2
Gain on early extinguishment of debt		(43.1)		0
Paid-in-kind interest accrued on the 2020 BrandCo Facilities		6.2		0

Paid-in-kind interest expense on the 2020 BrandCo Facilities						Paid-in-kind interest expense on the 2020 BrandCo Facilities	4.6		0
Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:
Decrease (increase) in trade receivables		78.0		(30.5)
Increase in inventories		(79.4)		(4.9)
Decrease in trade receivables						Decrease in trade receivables	33.7		84.6
Decrease (increase) in inventories						Decrease (increase) in inventories	18.7		(42.5)
Increase in prepaid expenses and other current assets	Increase in prepaid expenses and other current assets	(9.3)		(12.2)		Increase in prepaid expenses and other current assets	(11.8)		(25.6)
(Decrease) increase in accounts payable		(27.8)		9.1
Increase in accounts payable						Increase in accounts payable	2.8		14.9
Decrease in accrued expenses and other current liabilities	Decrease in accrued expenses and other current liabilities	(24.3)		(79.8)		Decrease in accrued expenses and other current liabilities	(22.5)		(34.6)
Decrease in deferred revenue						Decrease in deferred revenue	(1.3)		0
Pension and other post-retirement plan contributions	Pension and other post-retirement plan contributions	(7.5)		(7.8)		Pension and other post-retirement plan contributions	(13.7)		(3.6)
Purchases of permanent displays	Purchases of permanent displays	(16.5)		(28.4)		Purchases of permanent displays	(5.8)		(7.0)
Other, net	Other, net	7.3		25.5		Other, net	9.8		(1.2)
Net cash used in operating activities	Net cash used in operating activities	(256.9)		(166.8)		Net cash used in operating activities	(28.4)		(77.6)
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(7.4)		(20.0)		Capital expenditures	(0.7)		(1.8)

Net cash used in investing activities	Net cash used in investing activities	(7.4)		(20.0)		Net cash used in investing activities	(0.7)		(1.8)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	Net decrease in short-term borrowings and overdraft	(0.7)		(22.4)		Net decrease in short-term borrowings and overdraft	(10.6)		(6.4)
Borrowings under the 2020 BrandCo Facilities		880.0		0
Repurchases of the 5.75% Senior Notes		(114.1)		0
Net borrowings under the Amended 2016 Revolving Credit Facility		19.5		13.4
Net borrowings under the 2019 Term Loan Facility (a)		(200.0)		200.0
Repayments under the 2018 Foreign Asset-Based Term Loan		(31.4)		0
Borrowings under the SISO Term Loan Facility						Borrowings under the SISO Term Loan Facility	100.0		0

Net (repayments) borrowings under the Amended 2016 Revolving Credit Facility						Net (repayments) borrowings under the Amended 2016 Revolving Credit Facility	(59.3)		69.1
Borrowings under the 2021 Foreign Asset-Based Term Facility						Borrowings under the 2021 Foreign Asset-Based Term Facility	75.0		0
Repayments of the 2018 Foreign Asset-Based Term Facility						Repayments of the 2018 Foreign Asset-Based Term Facility	(58.9)		0
Repayments under the 2016 Term Loan Facility	Repayments under the 2016 Term Loan Facility	(9.2)		(13.5)		Repayments under the 2016 Term Loan Facility	(2.3)		(4.5)
Payment of financing costs	Payment of financing costs	(108.3)		(13.4)		Payment of financing costs	(11.8)		(0.3)
Tax withholdings related to net share settlements of restricted stock and RSUs	Tax withholdings related to net share settlements of restricted stock and RSUs	(1.6)		(1.6)		Tax withholdings related to net share settlements of restricted stock and RSUs	(2.4)		(0.4)

Other financing activities	Other financing activities	(0.3)		(0.9)		Other financing activities	(0.1)		(0.1)
Net cash provided by financing activities	Net cash provided by financing activities	433.9		161.6		Net cash provided by financing activities	29.6		57.4
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(0.4)		(1.4)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1.3)		(3.3)
Net increase (decrease) in cash, cash equivalents and restricted cash		169.2		(26.6)
Cash, cash equivalents and restricted cash at beginning of period (b)		104.5		87.5
Cash, cash equivalents and restricted cash at end of period (b)		$	273.7	$	60.9
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(0.8)		(25.3)
Cash, cash equivalents and restricted cash at beginning of period (a)						Cash, cash equivalents and restricted cash at beginning of period (a)	102.5		104.5
Cash, cash equivalents and restricted cash at end of period (a)						Cash, cash equivalents and restricted cash at end of period (a)	$	101.7	$	79.2
Supplemental schedule of cash flow information:	Supplemental schedule of cash flow information:					Supplemental schedule of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	182.2	$	157.9	Interest	$	64.6	$	62.9
Income taxes, net of refunds	Income taxes, net of refunds	12.6		6.9		Income taxes, net of refunds	(1.0)		1.0

Supplemental schedule of non-cash investing and financing activities:

Non-cash roll-up of participating lenders from the 2016 Term Loan Facility to the 2020 BrandCo Facilities		$	846.0	$	0
Paid-in-kind debt issuance costs capitalized to the 2020 BrandCo Facilities		29.1		0

~~(a)~~

~~The Company fully repaid the 2019 Term Loan Facility in May 2020.~~

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Supplemental schedule of non-cash investing and financing activities:






Paid-in-kind interest capitalized to the 2020 BrandCo Facilities	4.6	0

~~(b)~~

(a)These amounts include restricted cash of ~~$5.4~~$16.1 million and ~~$0.2~~$16.4 million as of ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively,~~respectively. The balance as of ~~September 30,~~March 31, 2021 represents: (i) cash on deposit in lieu of a mandatory prepayment and loan proceeds held in escrow until certain collateral perfection requirements are satisfied under the 2021 Foreign Asset-Based Term Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. The balance as of March 31, 2020 represents: (i) cash on deposit in lieu of a mandatory prepayment under the 2018 Foreign Asset-Based Term Facility; ~~and~~ (ii) restricted cash ~~on deposit to support outstanding undrawn letters of credit. The balance as of September 30, 2019 represents: (i) cash on deposit in lieu of a mandatory prepayment~~ under the ~~2018 Foreign Asset-Based~~terms of 2019 Term ~~Facility;~~Loan Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. These balances were included within prepaid expenses and other current assets and other assets in the Company's ~~Unaudited~~ Consolidated Balance Sheets as of ~~September 30,~~March 31, 2021 and March 31, 2020, ~~and September 30, 2019,~~ respectively.

See Accompanying Notes to Unaudited Consolidated Financial Statements

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company is a leading global beauty company with an iconic portfolio of brands that develops, manufactures, markets, distributes and sells an extensive array of 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 operates in 4 brand-centric reporting units that are aligned with its organizational structure based on 4 global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which represent the Company's 4 reporting segments. For further information, refer to Note 14, "Segment Data and Related Information."

~~The~~ accompanying Consolidated Financial Statements are unaudited. In management's opinion, all adjustments necessary for a fair presentation of the Company's financial information have been made. The Unaudited Consolidated Financial Statements include the Company's accounts after the elimination of all material intercompany balances and transactions.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The preparation of the Company's ~~Unaudited~~ Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the ~~Unaudited~~ Consolidated Financial Statements in the period they are determined to be necessary. Significant estimates made in the accompanying ~~Unaudited~~ Consolidated Financial Statements include, but are not limited to: expected sales returns; certain assumptions related to the valuation of acquired intangible and long-lived assets and the recoverability of goodwill, intangible and long-lived assets; income taxes, including deferred tax valuation allowances and reserves for estimated tax liabilities; and certain estimates and assumptions used in the calculation of the net periodic benefit (income) costs and the projected benefit obligations for the Company’s pension and other post-retirement plans, including the expected long-term return on pension plan assets and the discount rate used to value the Company’s pension benefit obligations. The Unaudited Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes contained in Revlon's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019 (the "2019~~2020 ("2020 Form 10-K").

The Company's results of operations and financial position for the interim periods are not ~~necessarily~~ indicative of those to be expected for the full year.

Liquidity and Ability to Continue as a Going Concern

The ongoing ~~and prolonged~~ COVID-19 pandemic has continued to adversely impact the Company’s business in 2021. The COVID-19 pandemic’s adverse impact has resulted in significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the ~~third quarter of 2020~~globe; and ~~beyond, as social-distancing restrictions~~import and ~~related actions designed to curb the spread of the virus have remained in place or have been reinstated as the COVID-19 pandemic spikes across the globe.~~export restrictions. These adverse ~~economic~~ conditions have resulted in the general slowdown of the global economy, in turn contributing to ~~a significant decline~~declines in net sales within ~~each~~some of the Company’s reporting segments and regions. The Company continues to closely monitor the associated impacts and take appropriate actions in an effort to mitigate the COVID-19 pandemic’s negative effects on the Company’s operations and financial results.

~~As previously disclosed,~~Each reporting period, the Company assesses its ability to continue as a going concern for one year from the date the financial statements are issued. At March 31, 2021, the Company had a liquidity position of $129.6 million, consisting of: (i) $85.6 million of unrestricted cash and cash equivalents (with approximately $77.2 million held outside the U.S.); (ii) $50.7 million in available borrowing capacity under the Amendment No.7 to the Amended 2016 Revolving Credit Facility (which had $229.6 million drawn at such date and an availability reserve of $20 million required to be maintained at all times when Products Corporation’s consolidated fixed charge ratio in effect exceeds 1.0 to 1.0); and less (iii) approximately $6.7 million of outstanding checks. The Company's evaluation includes its ability to meet its future contractual obligations and other conditions and events that may impact its liquidity.

The Company continues to focus on ~~October 23, 2020, Products Corporation commenced an amended exchange offer (as amended,~~cost reduction and risk mitigation actions to address the ~~“Exchange Offer”)~~ongoing impact from the COVID-19 pandemic as well as other risks in the business environment. It expects to exchange any and all of its outstanding 5.75% Senior Notes due 2021 (the “5.75% Senior Notes”), which closed on November 13, 2020. In the Exchange Offer, for each $1,000 principal amount of 5.75% Senior Notes validly tendered, holders received either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before 11:59 p.m. New York City time on November 10, 2020 (the “Expiration Time”)), for an aggregate of $325 in cash (the “Cash Consideration”), or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before the Expiration Time), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share (as hereinafter defined) of $50 million aggregate principal amount of new 2020 ABL FILO Term Loans (as hereinafter defined) and (B) the Per $1,000 Pro Rata Share of $75 million aggregate principal amount of the New BrandCo Second-Lien Term Loans (the “Mixed Consideration” and such loans, together with thegenerate additional liquidity through

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

~~2020 ABL FILO Term Loans,~~continued cost control initiatives as well as funds provided by selling certain assets or other strategic transactions in connection with the ~~“New Loans”), if~~Company's ongoing Strategic Review. If sales continue to decline, the ~~holder is: (a)(i)~~Company’s cost control initiatives may include reductions in discretionary spend and reductions in investments in capital and permanent displays. Management believes that the debt transactions completed in the first quarter of 2021, along with existing cash and cash equivalents and cost control initiatives provides the Company with sufficient liquidity to meet its obligations and maintain business operations for the next twelve months.

However, there can be no assurance that available funds will be sufficient to meet the Company’s cash requirements on a ~~qualified institutional buyer~~consolidated basis, as, ~~defined in Rule 144A under~~among other things, the ~~Securities Act~~Company’s liquidity can be impacted by a number of ~~1933,~~factors, including its level of sales, costs and expenditures, as ~~amended (the “Securities Act”); (ii) an institutional accredited investor within~~well as accounts receivable and inventory, which serve as the ~~meaning~~principal variables impacting the amount of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of the Securities Act; or (iii) a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act, (b) not a natural person and (c) not a “Disqualified Institution” (as definedliquidity available under the Amended 2016 Revolving Credit Facility and ~~related security documents and intercreditor agreements or~~ the ~~2020 BrandCo~~2021 Foreign Asset-Based Term ~~Loan Facility and related security documents and intercreditor agreements) (an “Eligible Holder”). The “Per $1,000 Pro Rata Share” is (1) $1,000, divided by (2)~~Facility. For example, subject to certain exceptions, revolving loans under the ~~aggregate principal amount of 5.75% Senior Notes tendered for Mixed Consideration by all Eligible Holders and accepted for payment by Products Corporation.~~

~~On November 13, 2020, the Company announced that the Exchange Offer was successfully consummated~~ and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the indenture governing the 5.75% Senior Notes. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, 0 5.75% Senior Notes remained outstanding.

~~In addition, the Company’s~~ Amended 2016 Revolving Credit Facility ~~matures on September 7,~~and term loans under the 2021 Foreign Asset-Based Term Facility must be prepaid to the extent that such outstanding loans exceed the applicable borrowing base, consisting of certain accounts receivable, inventory and ~~the Company is currently in discussions with various lenders to extend such maturity or refinance such facility.~~

real estate.

~~The uncertainty as to Products Corporation’s ability to extend or refinance the~~ ~~Amended 2016 Revolving Credit Facility~~ raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~For more information, please see the risk factors discussed in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q.~~

Recently Evaluated and/or Adopted Accounting Pronouncements

In ~~August 2018,~~December 2019, the ~~FASB~~Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") No. ~~2018-15, "Internal Use Software (Subtopic 350-40)~~2019-12, "Income Taxes (Topic 740) - ~~Customer's~~Simplifying the Accounting for ~~Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract,~~Income Taxes," which ~~requires~~removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocations, calculating income taxes in interim periods and how a ~~customer~~company accounts for future events. This ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a cloud computing hosting arrangement that is a service contract to follow the existing guidance in ASC 350-40 on internal-use software to determine which implementation costs are to be deferred and recognized as an asset and which costs are to be expensed as incurred. This guidance is effective for annual periods beginning after December 15, 2019, with early adoption permitted, and may be applied either retrospectively or prospectively to all software implementation costs incurred after adoption.consolidated group. The Company adopted ~~ASU No. 2018-15 prospectively, beginning~~this guidance as of January 1, ~~2020.~~2021. The ~~Company completed its assessment and determined that~~adoption of this new guidance ~~does~~did not have ~~a material impact~~any significant impacts on the Company’s results of operations, financial condition and/or financial statement disclosures.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The new guidance under ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is in the process of assessing the impact, if any, that ASU No. 2020-04 is expected to have on the Company’s results of operations, financial condition and/or financial statement disclosures.

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes," which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocations, calculating income taxes in interim periods and how a company accounts for future events. This ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for annual periods beginning after December 15, 2020, with early adoption permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. After reviewing this ASU, the Company decided that it will adopt this guidance beginning as of January 1, 2021. The Company completed its assessment of the possible effects of this ASU upon its implementation and determined that it is not expected to have significant impacts on the Company’s results of operations, financial condition and/or financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.” This new guidance removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and requires certain additional disclosures. This guidance is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The Company will adopt this guidance (on a retrospective basis for certain new additional disclosures), beginning as of January 1, 2021. This new pronouncement only affects disclosure items and it is not expected to have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

In 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. 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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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. RESTRUCTURING CHARGES

Revlon 2020 Restructuring Program

Building upon its previously-announced 2018 Optimization Program, in March 2020 the Company announced that it is implementing a worldwide organizational restructuring (the “Revlon 2020 Restructuring Program”) designed to 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. The Revlon 2020 Restructuring Program includes rightsizing the organization and operating with more efficient workflows and processes. The leaner organizational structure is also expected to improve communication flow and cross-functional collaboration, leveraging the more efficient business processes.

As a result of the Revlon 2020 Restructuring Program, the Company expects to eliminate approximately ~~1,000~~975 positions worldwide, including approximately ~~650~~625 current employees and approximately 350 open positions, of which approximately ~~785~~935 were eliminated by ~~September 30, 2020. In~~ March ~~2020, the Company began informing certain employees that were affected by the Revlon 2020 Restructuring Program.~~31, 2021. 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~~completed the employee-related actions ~~by the end of~~in 2020 and expects to complete 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~~recognized since the inception of the program approximately ~~$60 million to $70~~$76.1 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

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~addition, the Company expects restructuring charges in the range of $75 million to $85 million to be charged and paid during 2021 and 2022.~~ The Company expects that substantially all of ~~these~~the restructuring and related charges under the Revlon 2020 Restructuring Program will be paid in cash, with ~~approximately $55 million to $65~~$51.5 million of the total charges ~~expected to be~~ paid in 2020, ~~approximately $40~~$10.9 million ~~to $45 million expected to be~~ paid induring the first three months of 2021 and with the remaining balance expected to be paid ~~in 2022.~~primarily during the remainder of 2021.

A summary of the Revlon 2020 Restructuring ~~Charges~~Program charges incurred since its inception in March 2020 and through ~~September 30, 2020~~March 31, 2021 is presented in the following table:

Restructuring Charges and Other, Net
Employee Severance and Other Personnel Benefits Other Costs Total Restructuring Charges Leases (a) Other Related Charges (b) Total Restructuring and Related Charges
Cumulative charges incurred through September 30, 2020 $ 44.4 $ 1.2 $ 45.6 $ 11.3 $ 4.3 $ 61.2



	Restructuring Charges and Other, Net
	Employee Severance and Other Personnel Benefits		Other Costs		Total Restructuring Charges		Leases (a)		Other Related Charges (b)		Total Restructuring and Related Charges
Charges incurred through December 31, 2020	$	48.6	$	1.9	$	50.5	$	12.6	$	5.7	$	68.8
Charges incurred during the three months ended March 31, 2021	1.9		3.5		5.4		1.3		0.6		7.3
Cumulative charges incurred through March 31, 2021	$	50.5	$	5.4	$	55.9	$	13.9	$	6.3	$	76.1

(a) Lease-related charges are recorded within SG&A in the Company’s ~~Unaudited~~ Consolidated Statement of Operations and Comprehensive Loss. These lease-related charges include: (i) $3.5 million for accelerated recognition of rent expense related to certain abandoned leases; (ii) $3.0 million for the disposal of leasehold improvements and other equipment in connection with certain leases; (iii) $3.9 million of rent expense related to the Revlon 2020 Restructuring Program; and (iv) $0.9 million of disposal of leasehold improvements and other equipment in connection with the abandoned leases ~~identified in clause (i) of this footnote (a).~~

(b) Other related charges are recorded within SG&A and cost of sales in the Company’s ~~Unaudited~~ Consolidated Statement of Operations and Comprehensive Loss.

A summary of the 2020 Restructuring Charges incurred since its inception in March 2020 and through ~~September 30, 2020~~March 31, 2021 by reportable segment is presented in the following table:



	~~Cumulative charges incurred through September 30, 2020~~
~~Revlon~~	$	~~17.9~~
~~Elizabeth Arden~~	~~10.0~~
~~Portfolio~~	~~10.6~~
~~Fragrances~~	~~7.1~~
~~Total~~	$	~~45.6~~

~~2018 Optimization Restructuring Program~~

In November 2018, the Company announced that it was implementing the 2018 Optimization Restructuring Program (the "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 2018 Optimization Program was substantially completed by December 31, 2019.

As of September 30, 2020, restructuring and related charges under the 2018 Optimization Program expected to be paid in cash are approximately $32 million of the total $39.6 million of recorded charges, of which $30.3 million were already paid through September 30, 2020, with any residual balance expected to be paid during the remainder of 2020.



	Charges incurred in the three months ended March 31, 2021		Cumulative charges incurred through March 31, 2021
Revlon	$	1.5	$	22.2
Elizabeth Arden	1.9		11.3
Portfolio	0.9		14.5
Fragrances	1.1		7.9
Total	$	5.4	$	55.9

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

~~A summary of the 2018 Optimization Restructuring Charges incurred since its inception in November 2018 and through September 30, 2020 is presented in the following table:~~

Restructuring Charges and Other, Net
Employee Severance and Other Personnel Benefits(a)
Other Costs Total Restructuring Charges
Inventory Adjustments(b)
Other Related Charges(c)
Total Restructuring and Related Charges
Charges incurred through December 31, 2019 $ 20.3 $ 0.3 $ 20.6 $ 4.9 $ 14.0 $ 39.5
Charges incurred during the nine months ended September 30, 2020
(0.6) 0 (0.6) 0 0.7 0.1
Cumulative charges incurred through September 30, 2020 $ 19.7 $ 0.3 $ 20.0 $ 4.9 $ 14.7 $ 39.6

~~(a)~~ ~~Includes reversal due to true-up of previously-accrued restructuring charges.~~

~~(b)~~ ~~Inventory adjustments are recorded within cost of sales in the Company’s Unaudited Consolidated Statement of Operations and Comprehensive Loss.~~

~~(c)~~ ~~Other related charges are recorded within SG&A in the Company’s Unaudited Consolidated Statement of Operations and Comprehensive Loss.~~

~~A summary of the 2018 Optimization Restructuring Charges incurred since its inception in November 2018 and through September 30, 2020 by reportable segment is presented in the following table:~~

Charges incurred during the nine months ended September 30, 2020 Cumulative charges incurred through September 30, 2020
Revlon $ (0.3) $ 8.5
Elizabeth Arden (0.1) 4.2
Portfolio (0.1) 3.9
Fragrances (0.1) 3.4
Total $ (0.6) $ 20.0

Restructuring Reserve

The liability balance and related activity for each of the Company's restructuring programs are presented in the following table:


								Utilized, Net													Utilized, Net
		Liability Balance at January 1, 2020		Expense, Net		Foreign Currency Translation		Cash		Non-cash		Liability Balance at September 30, 2020			Liability Balance at January 1, 2021		Expense, Net		Foreign Currency Translation		Cash		Non-cash		Liability Balance at March 31, 2021
Revlon 2020 Restructuring Program:	Revlon 2020 Restructuring Program:													Revlon 2020 Restructuring Program:
Employee severance and other personnel benefits	Employee severance and other personnel benefits	$	0	$	44.4	$	0	$	(20.3)	$	0	$	24.1	Employee severance and other personnel benefits	$	12.6	$	1.9	$	0	$	(7.6)	$	0	$	6.9
Other	Other	0		1.2		0		(1.2)		0		0		Other	0		3.5		0		(3.3)		0		0.2
Total Revlon 2020 Restructuring Program	Total Revlon 2020 Restructuring Program	0		45.6		0		(21.5)		0		24.1		Total Revlon 2020 Restructuring Program	12.6		5.4		0		(10.9)		0		7.1

2018 Optimization Program:
Employee severance and other personnel benefits		5.7		(0.6)		0		(3.7)		0		1.4

Other immaterial actions:~~(a)~~	Other immaterial actions:~~(a)~~													Other immaterial actions:~~(a)~~
Employee severance and other personnel benefits	Employee severance and other personnel benefits	4.3		(0.2)		0.2		(0.4)		0		3.9		Employee severance and other personnel benefits	1.2		0		(0.1)		(0.1)		0		1.0

Total restructuring reserve	Total restructuring reserve	$	10.0	$	44.8	$	0.2	$	(25.6)	$	0	$	29.4	Total restructuring reserve	$	13.8	$	5.4	$	(0.1)	$	(11.0)	$	0	$	8.1

~~(a)~~ The balance of other immaterial restructuring initiatives primarily consists of balances outstanding under the EA Integration Restructuring Program implemented by the Company in December 2016, which was completed by December 2018. The reversal of charges and payments made during the nine months ended September 30, 2020 primarily related to other individually and collectively immaterial restructuring initiatives.

~~As of September 30, 2020 and 2019, all~~All of the restructuring reserve balances were included within accrued expenses and other current liabilities in the Company's Consolidated Balance Sheets.

3. INVENTORIES

The Company's net inventory balances consisted of the following:


	March 31,		December 31,
	2021		2020
Finished goods	337.3		$	356.7
Raw materials and supplies	87.9		97.1
Work-in-process	16.0		8.8
	$	441.2	$	462.6

4. PROPERTY, PLANT AND EQUIPMENT

The Company's property, plant and equipment, net balances consisted of the following:



	March 31,		December 31,
	2021		2020
Land and improvements	$	11.0	$	11.4
Building and improvements	46.7		48.3
Machinery and equipment	93.3		98.7
Office furniture, fixtures and capitalized software	73.9		76.2
Leasehold improvements	20.4		21.3
Construction-in-progress	5.3		9.1
Right-of-Use assets	85.0		87.0
Property, plant and equipment and Right-of-Use assets, net	$	335.6	$	352.0

Depreciation and amortization expense on property, plant and equipment and right-of-use assets for the three months ended March 31, 2021 and March 31, 2020 was $17.1 million and $17.0 million, respectively. Accumulated depreciation and amortization was $539.5 million and $528.9 million as of March 31, 2021 and December 31, 2020, respectively.

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

~~3. INVENTORIES~~

~~As of September 30, 2020 and December 31, 2019, the Company's net inventory balances consisted of the following:~~

September 30, December 31,
2020 2019
Finished goods $ 402.2 $ 326.5
Raw materials and supplies 106.8 110.4
Work-in-process 16.5 11.5
$ 525.5 $ 448.4

~~4. PROPERTY, PLANT AND EQUIPMENT~~

~~As of September 30, 2020 and December 31, 2019, the Company's property, plant and equipment balances consisted of the following:~~

September 30, December 31,
2020 2019
Land and improvements $ 11.2 $ 11.0
Building and improvements 112.6 113.0
Machinery and equipment 295.9 296.0
Office furniture, fixtures and capitalized software 240.2 241.5
Counters and trade fixtures 51.9 52.9
Leasehold improvements 43.8 50.1
Construction-in-progress 7.0 14.0
Right-of-Use assets 123.5 118.2
Property, plant and equipment and Right-of-Use assets, gross 886.1 896.7
Accumulated depreciation and amortization (530.3) (488.1)
Property, plant and equipment and Right-of-Use assets, net $ 355.8 $ 408.6

Depreciation and amortization expense on property, plant and equipment and right-of-use assets was $18.3 million and $59.3 million during the three and nine months ended September 30, 2020, respectively, and $19.2 million and $65.2 million during the three and nine months ended September 30, 2019, respectively.

5. GOODWILL AND INTANGIBLE ASSETS, NET

~~Goodwill~~

In accordance with ASC Topic 350, “Intangibles – Goodwill and Other,” the Company performs its annual impairment test during the fourth quarter of each year. The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of its goodwill may not be recoverable. After the close of each interim quarter, management assesses whether there exists any indicators of impairment requiring the Company to perform an interim goodwill impairment analysis.

~~In performing its goodwill impairment assessments the Company uses the simplified approach allowed under ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment."~~ Following the results of such assessments, the Company records non-cash impairment charges in the amount by which the carrying value of each reporting unit exceeded its respective fair value, limited to the amount of each reporting unit's goodwill. Impairment charges are included as a separate component of operating income within the "Impairment charges" caption on the face of the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the applicable quarter-to-date and year-to-date periods.

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~First and Second Quarter of 2020 Interim Goodwill Assessments~~

As of March 31, ~~2020 and June 30, 2020, as a result of COVID-19’s impact on the Company’s operations,~~2021, the Company ~~determined~~assessed that no indicators of ~~potential~~ impairment existed requiring the ~~Company to perform~~performance of a goodwill interim impairment analysis. NaN goodwill impairment ~~analyses. These indicators included a deterioration in~~charges were recorded during the general economic conditions, adverse developments in equity and credit markets, deterioration in some of the economic channels in which the Company's operates (especially in the mass retail channel), the recent trading values of the Company's capital stock and the corresponding decline in the Company’s market capitalization and the revision of the Company's internal forecasts as a result of ~~the ongoing and prolonged COVID-19 pandemic. For its first and second~~ quarter of 2020 interim assessments, the Company examined and performed quantitative interim goodwill impairment assessments for all its reporting units, namely: (i) Revlon; (ii) Elizabeth Arden Skin and Color; (iii) Elizabeth Arden Fragrances; (iv) Fragrances; (v) Mass Portfolio; and (vi) Professional Portfolio.

~~For the first quarter of 2020, as of March 31, 2020:~~

•The Company determined that it was more likely than not that the fair values of each of its: (i) Revlon; (ii) Elizabeth Arden Skin; and (iii) Color and Fragrances reporting units exceeded their respective carrying amounts for the first quarter of 2020. As of March 31, 2020, prior to the recording of any impairment charges, the Revlon, Elizabeth Arden Skin and Color and Fragrances reporting units had goodwill balances of $264.7 million, $67.4 million and $120.8 million, respectively; and

•The Company also determined that indicators of impairment existed for each of its: (i) Elizabeth Arden Fragrances; (ii) Mass Portfolio; and (iii) Professional Portfolio reporting units. Accordingly, for the three months ended March 31, 2020, the Company recognized a total of $99.8 million of non-cash goodwill impairment charges consisting of: $54.3 million and $19.6 million for the Mass Portfolio and Professional Portfolio reporting units, respectively, within the Company's Portfolio segment and $25.9 million for the Elizabeth Arden Fragrances reporting unit within the Company's Elizabeth Arden segment. Following the recognition of these non-cash goodwill impairment charges, as of March 31, 2020, the Elizabeth Arden Fragrances, Mass Portfolio and Professional Portfolio reporting units had approximately $23.5 million, NaN and $97.2 million, respectively, in remaining goodwill.

~~For the second quarter of 2020, as of June 30, 2020:~~

•The Company determined that it was more likely than not that the fair values of each of its: (i) Revlon; (ii) Elizabeth Arden Skin and Color; and (iii) Fragrances reporting units exceeded their respective carrying amounts for the second quarter of 2020. As of June 30, 2020, prior to the recording of any impairment charges, the Revlon, Elizabeth Arden Skin and Color and Fragrances reporting units had goodwill balances of $264.9 million, $67.4 million and $120.8 million, respectively; and

•Primarily due to the continued worldwide effects of the ongoing and prolonged COVID-19 pandemic, the Company also determined that indicators of impairment existed for each of its: (i) Elizabeth Arden Fragrances; and (ii) Professional Portfolio reporting units. Accordingly, for the three months ended June 30, 2020, the Company recognized a total of $11.2 million of non-cash goodwill impairment charges consisting of: $9.6 million for the Professional Portfolio reporting unit within the Company's Portfolio segment and $1.6 million for the Elizabeth Arden Fragrances reporting unit within the Company's Elizabeth Arden segment. Following the recognition of these non-cash goodwill impairment charges, as of June 30, 2020, the Elizabeth Arden Fragrances and Professional Portfolio reporting units had approximately $22.0 million and $87.6 million, respectively, in remaining goodwill.

~~Third Quarter 2020 Interim Goodwill Assessment~~

~~As of September 30, 2020, primarily due to the continued worldwide effects of the~~ ~~ongoing and prolonged~~ COVID-19 pandemic, the Company re-assessed whether further indicators of impairment arose during the third quarter of 2020 that might result in additional goodwill impairment charges. For the third quarter of 2020 interim assessment, the Company, in accordance with ASC 350, performed qualitative analyses for its (i) Revlon; (ii) Elizabeth Arden Skin and Color; (iii) Elizabeth Arden Fragrances; (iv) Professional Portfolio; and (v) Fragrances reporting units. As discussed above, the Mass Portfolio reporting unit's goodwill was written down to NaN during the first quarter of 2020. In performing its third quarter of 2020 qualitative interim goodwill assessment, the Company considered, among other factors, the financial performance of each of its reporting

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~units, the Company's revised expected future cash flows as affected by the~~ ~~ongoing and prolonged~~ ~~COVID-19 pandemic, as well as the results of the second quarter of 2020 quantitative interim analysis.~~

~~For the third quarter of 2020, as of September 30, 2020:~~

•The Company, in accordance with ASC 350, performed qualitative analyses for its: (i) Revlon; (ii) Elizabeth Arden Skin and Color; (iii) Elizabeth Arden Fragrances; (iv) Professional Portfolio; and (v) Fragrances reporting units; and

•Based upon such assessment, the Company determined that it was more likely than not that the fair value of each of its previously mentioned reporting units exceeded their respective carrying amounts as of September 30, 2020. Consequently, 0 impairment changes were recognized during the three months ended September 30, 2020.

Total non-cash impairment charges recorded on the Company's goodwill were NaN and $111.0 million for the three and nine months ended September 30, 2020. NaN impairment charges were recognized during the nine months ended September 30, 2019.

~~Inputs and Assumptions Considerations~~

The above-mentioned fair values for the first and second quarter of 2020 quantitative interim assessments were primarily determined using a weighted average market and income approach. The income approach requires several assumptions including those regarding future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures, which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in the income approach for the first and second quarter of 2020 quantitative interim assessments ranged from 10.5% to 12.0%, with a perpetual growth rate of 2%. For the market approach, for the first and second quarter of 2020 quantitative interim assessments, the Company considered the market comparable method based upon total enterprise value multiples of other comparable publicly-traded companies.

The key assumptions used to determine the estimated fair value of the reporting units for the first and second quarter of 2020 quantitative interim assessments, as well as for the third quarter of 2020 qualitative interim assessment, included the expected success of the Company's future new product launches, the Company's achievement of its expansion plans, the Company's realization of its cost reduction initiatives and other efficiency efforts, as well as certain assumptions regarding COVID-19's expected impact on the Company. If such plans and assumptions do not materialize as anticipated, or if there are further challenges in the business environment in which the Company's reporting units operate, a resulting change in actual results from the Company's key assumptions could have a negative impact on the estimated fair values of the reporting units, which could require the Company to recognize additional impairment charges in future reporting periods.

The inputs and assumptions utilized in the quarterly interim impairment analyses are classified as Level 3 inputs in the fair value hierarchy as defined in ASC Topic 820, “Fair Value Measurements.”2021.

The following table presents the changes in goodwill by segment for the ~~nine~~three months ended ~~September 30,~~March 31, ~~2020:~~2021:

Revlon Portfolio Elizabeth Arden Fragrances Total
Balance at January 1, 2020 $ 264.9 $ 171.1 $ 116.9 $ 120.8 $ 673.7
Foreign currency translation adjustment 0.3 0.2 0 0 0.5
Goodwill impairment charge 0 (83.5) (27.5) 0 (111.0)
Balance at September 30, 2020 $ 265.2 $ 87.8 $ 89.4 $ 120.8 $ 563.2
Cumulative goodwill impairment charges(a)
$ (166.2)



	Revlon		Portfolio		Elizabeth Arden		Fragrances		Total




Balance at January 1, 2021	$	265.4	$	87.9	$	89.5	$	120.9	$	563.7
Foreign currency translation adjustment	(0.2)		(0.1)		(0.1)		(0.1)		(0.5)


Balance at March 31, 2021	$	265.2	$	87.8	$	89.4	$	120.8	$	563.2

Cumulative goodwill impairment charges(a)									$	(166.2)

(a) Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2015, 2017, 2018 and ~~2020;~~ ~~NaN~~ ~~and $111.0 million of such impairment charges were recognized during the three and nine months ended September 30, 2020, respectively.~~2020.

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~In connection with recognizing these~~For the three months ended March 31, 2020, the Company recorded goodwill impairment charges ~~for~~of $99.8 million ($73.9 million in the ~~three~~Company's Portfolio segment and ~~nine months ended September 30, 2020,~~$25.9 million in the ~~Company recognized a tax benefit of approximately NaN and $8.3 million, respectively, during such periods.~~Company's Elizabeth Arden segment).

Intangible Assets, Net

Finite-Lived Intangibles

In accordance with ASC Topic 360, and in conjunction with the Company's performance of its interim impairment testing of goodwill for the first, second and third quarters of 2020, the Company reviewed its finite-lived intangible assets for impairment. In performing such review, the Company makes judgments about the recoverability of its purchased finite-lived intangible assets whenever events or changes in circumstances indicate that an impairment to its finite-lived intangible assets may exist. The Company also considers several indicators of impairment, including, among other factors, the following: (i) whether there exists any significant adverse change in the extent or manner in which a long-lived asset and/or asset group is being used; (ii) whether there exists any projection or forecast demonstrating losses associated with the use of a long-lived asset and/or asset group; and (iii) whether there exists a current expectation that, more likely than not, a long-lived asset and/or asset group will be sold or otherwise disposed of significantly before the end of its previously-estimated useful life. The carrying amount of a finite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the finite-lived intangible asset and/or asset group and the impairment loss is measured as the amount by which the carrying amount of the finite-lived intangible asset exceeds its fair value.

As of March 31, 2021, the Company assessed that no indicators of impairment existed requiring the performance of a finite-lived intangibles interim impairment analysis.

NaN impairment charges were recognized related to the carrying value of any of the Company's finite-lived intangible assets as a result as of ~~the first, second~~March 31, 2021 and ~~third quarters of 2020 impairment assessments.~~March 31, 2020.

Indefinite-Lived Intangibles

~~In connection with~~As of March 31, 2021, the Company assessed that no indicators of impairment existed requiring the performance of an indefinite-lived intangibles interim impairment ~~assessment for~~analysis. NaN intangibles impairment charges were recorded during the ~~first and second quarters of~~three months ended March 31, 2021.

For the three months ended March 31, 2020, the Company ~~also quantitatively reviewed~~recorded indefinite-lived intangible assets ~~consisting~~impairment charges of ~~certain trade names, using March 31, 2020 and June 30, 2020 carrying values, respectively, similar to goodwill,~~$24.5 million ($2.5 million in ~~accordance with ASC Topic 350.~~

~~As a result of COVID-19’s impact on the Company’s operations and on the expected future cash flows of certain asset groups, in connection with~~ the Company's ~~quantitative interim assessment of goodwill~~Portfolio segment and $22.0 million in ~~the first and second quarters of 2020, the Company performed quantitative interim assessments for its indefinite-lived intangible assets for the same periods, which resulted in the recognition of:~~

•~~$24.5 million of total non-cash~~ impairment charges related to certain indefinite-lived intangible assets within the Company's Mass Portfolio, Elizabeth Arden Fragrances and Elizabeth Arden Skin and Color reporting units in the first quarter of 2020; and

•~~$8.6 million of total non-cash impairment charges related to certain indefinite-lived intangible assets within~~ the Company's Elizabeth Arden ~~Fragrances and Elizabeth Arden Skin and Color reporting units in the second quarter of 2020.~~

As of September 30, 2020, in accordance with the approach followed for the third quarter interim assessment of goodwill, the Company performed a qualitative assessment of its indefinite-lived intangible assets considering, among other factors, the financial performance of certain asset groups within its reporting units, the Company's revised, expected future cash flows (also as affected by COVID-19), as well as the results of the second quarter of 2020 quantitative interim analysis of indefinite-lived intangibles. NaN impairment charges were recognized related to the carrying value of any of the Company's indefinite-lived intangible assets as a result of the third quarter of 2020 qualitative interim impairment assessment. Consequently, total non-cash impairment charges recorded on the Company's indefinite-lived intangible assets were NaN and $33.1 million for the three and nine months ended September 30, 2020.

~~Inputs and Assumptions Considerations~~

The fair values of the Company's intangible assets were determined based on the undiscounted cash flows method for its finite-lived intangibles and based on the relief from royalty method for its indefinite-lived intangibles, respectively. The inputs and assumptions utilized in the impairment analyses are classified as Level 3 inputs in the fair value hierarchy as defined in ASC Topic 820, “Fair Value Measurements.” These impairment charges were included as a separate component of operating income within the "Impairment charges" caption on the face of the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020. A summary of such impairment charges by segments is included in the following table:

segment).

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended
September 30, 2020
Revlon Portfolio Elizabeth Arden Fragrances Total
Indefinite-lived intangible assets $ 0 $ 0 $ 0 $ 0 $ 0
Total Intangibles Impairment $ 0 $ 0 $ 0 $ 0 $ 0

Nine Months Ended
September 30, 2020
Revlon Portfolio Elizabeth Arden Fragrances Total
Indefinite-lived intangible assets $ 0 $ (2.5) $ (30.6) $ 0 $ (33.1)
Total Intangibles Impairment $ 0 $ (2.5) $ (30.6) $ 0 $ (33.1)

In connection with recognizing these intangible assets impairment charges for the three and nine months ended September 30, 2020, the Company recognized a tax benefit of approximately NaN and $6.9 million, respectively, during such periods.

The following tables present details of the Company's total intangible assets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

September 30, 2020
Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and licenses $ 271.3 $ (122.7) $ 0 $ 148.6 12
Customer relationships 248.8 (107.4) 0 141.4 11
Patents and internally-developed intellectual property 23.7 (15.2) 0 8.5 5
Distribution rights 31.0 (7.0) 0 24.0 14
Other 1.3 (1.3) 0 0 0
Total finite-lived intangible assets $ 576.1 $ (253.6) $ 0 $ 322.5
Indefinite-lived intangible assets:
Trade names $ 146.5 N/A $ (33.1) $ 113.4
Total indefinite-lived intangible assets $ 146.5 N/A $ (33.1) $ 113.4
Total intangible assets $ 722.6 $ (253.6) $ (33.1) $ 435.9
December 31, 2019
Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and licenses $ 271.2 $ (110.9) $ 0 $ 160.3 13
Customer relationships 248.3 (96.5) 0 151.8 11
Patents and internally-developed intellectual property 21.5 (12.1) 0 9.4 5
Distribution rights 31.0 (5.6) 0 25.4 15
Other 1.3 (1.3) 0 0 0
Total finite-lived intangible assets $ 573.3 $ (226.4) $ 0 $ 346.9
Indefinite-lived intangible assets:
Trade names $ 143.8 N/A $ 0 $ 143.8
Total indefinite-lived intangible assets $ 143.8 N/A $ 0 $ 143.8
Total intangible assets $ 717.1 $ (226.4) $ 0 $ 490.7

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~


	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and licenses	$	271.7	$	(131.8)	$	0	$	139.9	12
Customer relationships	249.2		(113.7)		0		135.5		11
Patents and internally-developed intellectual property	23.6		(16.0)		0		7.6		5
Distribution rights	31.0		(7.9)		0		23.1		14
Other	1.3		(1.3)		0		0		0
Total finite-lived intangible assets	$	576.8	$	(270.7)	$	0	$	306.1

Indefinite-lived intangible assets:
Trade names	$	146.5	N/A		$	(33.1)	$	113.4
Total indefinite-lived intangible assets	$	146.5	N/A		$	(33.1)	$	113.4

Total intangible assets	$	723.3	$	(270.7)	$	(33.1)	$	419.5

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and licenses	$	272.8	$	(128.6)	$	0	$	144.2	12
Customer relationships	249.9		(110.7)		0		139.2		11
Patents and internally-developed intellectual property	23.6		(15.6)		0		8.0		5
Distribution rights	31.0		(7.5)		0		23.5		14
Other	1.3		(1.3)		0		0		0
Total finite-lived intangible assets	$	578.6	$	(263.7)	$	0	$	314.9

Indefinite-lived intangible assets:
Trade names	$	149.0	N/A		$	(33.1)	$	115.9
Total indefinite-lived intangible assets	$	149.0	N/A		$	(33.1)	$	115.9

Total intangible assets	$	727.6	$	(263.7)	$	(33.1)	$	430.8

Amortization expense for finite-lived intangible assets was ~~$8.3~~$8.4 million ~~in each of~~and $8.5 million for the three months ended September 30, 2020 and 2019, and $25.0 million and $31.9 million for the nine months ended September 30, 2020 and 2019, respectively. The variance with the previous comparable nine-month period was attributable primarily to the accelerated amortization of the ~~Pure Ice~~ ~~intangible assets during the quarter ended~~ March 31, ~~2019 as a result of the revision of the brand’s intangible assets useful lives following the termination of a business relationship with the brand's principal customer.~~2021 and 2020, respectively.

The following table reflects the estimated future amortization expense for each period presented, a portion of which is subject to exchange rate fluctuations, for the Company's finite-lived intangible assets as of ~~September 30, 2020:~~March 31, 2021:

Estimated Amortization Expense
2020 $ 8.7
2021 33.4
2022 32.4
2023 30.9
2024 27.6
Thereafter 189.5
Total $ 322.5

~~6. ACCRUED EXPENSES AND OTHER~~

~~As of September 30, 2020 and December 31, 2019, the Company's accrued expenses and other current liabilities consisted of the following:~~

September 30, December 31,
2020 2019
Sales returns and allowances $ 73.9 $ 89.7
Advertising, marketing and promotional costs 72.9 82.8
Taxes (a)
48.1 54.3
Compensation and related benefits 40.1 42.1
Interest 22.0 34.0
Professional services and insurance 15.0 16.3
Short-term lease liability 19.0 14.5
Freight and distribution costs 3.1 13.2
Restructuring reserve 29.4 10.0
Software 3.1 4.0
Other (b)
61.3 54.0
Total $ 387.9 $ 414.9

~~(a)~~ ~~Accrued Taxes for Products Corporation as of September 30, 2020 and December 31, 2019 were $51.1 million and $57.6 million, respectively.~~

~~(b)~~ ~~Accrued Other as of December 31, 2019 includes approximately $2.3 million of severance to Mr. Fabian Garcia, the Company's former President and Chief Executive Officer, which was paid in 2020.~~



	Estimated Amortization Expense
2021	$	25.0
2022	30.5
2023	28.3
2024	26.0
2025	24.8
Thereafter	171.5
Total	$	306.1

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COMBINED NOTES TO ~~UNAUDITED~~CONSOLIDATED FINANCIAL STATEMENTS

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

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The Company's accrued expenses and other current liabilities consisted of the following:


	March 31,		December 31,
	2021		2020
Sales returns and allowances	$	82.8	$	95.5
Advertising, marketing and promotional costs	94.0		96.3
Taxes (a)	50.4		41.8
Compensation and related benefits	40.8		50.1
Interest	23.3		29.6
Professional services and insurance	20.6		18.6
Short-term lease liability	17.3		16.6
Freight and distribution costs	15.6		9.5
Restructuring reserve	8.1		13.8
Software	3.3		3.1
Other	46.5		46.0
Total	$	402.7	$	420.9

(a) Accrued Taxes for Products Corporation as of March 31, 2021 and December 31, 2020 were $47.6 million and $44.8 million,

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

7. DEBT

The table below details the Company's debt balances, asnet of ~~September 30, 2020~~discounts and debt issuance costs.


	March 31,		December 31,
	2021		2020
Amended 2016 Revolving Credit Facility (Tranche A) due 2023	$	74.7	$	136.7
SISO Term Loan Facility due 2023	95.8		0
2021 Foreign Asset-Based Term Facility due 2023	71.9		0

2020 ABL FILO Term Loans due 2023	50.0		50.0
2020 Troubled-debt-restructuring: future interest	53.5		57.8
2020 BrandCo Term Loan Facility due 2025	1,730.1		1,719.8
2016 Term Loan Facility: 2016 Term Loan due 2023 and 2025, net of discounts and debt issuance costs	871.9		874.8
2018 Foreign Asset-Based Term Facility due 2021, net of debt issuance costs	0		57.7

6.25% Senior Notes due 2024, net of debt issuance costs	425.8		425.4
Spanish Government Loan due 2025	0.3		0.3


Debt	$	3,374.0	$	3,322.5
Less current portion	(107.2)		(217.5)
Long-term debt	$	3,266.8	$	3,105.0

Short-term borrowings (*)	$	0.3	$	2.5

(*)The weighted average interest rate on these short-term borrowings outstanding at March 31, 2021 and December 31, ~~2019. See also Note 19, "Subsequent Events," for recent debt activity updates.~~

September 30, December 31,
2020 2019
2020 BrandCo Term Loan Facility due 2025, net of debt issuance costs (see (a) below) $ 1,625.2 $ 0
2019 Term Loan Facility due 2023, net of discounts and debt issuance costs (see (b) below) 0 187.1
2018 Foreign Asset-Based Term Facility due 2021, net of discounts and debt issuance costs (see (c) below) 54.6 82.3
Amended 2016 Revolving Credit Facility due 2021, net of debt issuance costs (see (d) below) 290.2 269.9
2016 Term Loan Facility: 2016 Term Loan due 2023 and 2025, net of discounts and debt issuance costs (see (e) below) 875.2 1,713.6
5.75% Senior Notes due 2021, net of debt issuance costs (see (f) below) 341.7 498.1
6.25% Senior Notes due 2024, net of debt issuance costs (see (g) below)
443.8 442.8
Spanish Government Loan due 2025 0.3 0.4
Debt $ 3,631.0 $ 3,194.2
Less current portion(*)
(704.5) (288.0)
Long-term debt $ 2,926.5 $ 2,906.2
Short-term borrowings (see (h) below)
$ 2.0 $ 2.2
2020 was 11.7% as of both dates.

Amendment No. 7 to the Amended 2016 Revolving Credit Agreement: Tranche A - Revolving Credit Facility and SISO Term Loan Facility

On March 8, 2021, Products Corporation entered into Amendment No. 7 to the Amended 2016 Revolving Credit Agreement (“Amendment No. 7”) At. Amendment No. 7, among other things, made certain amendments pursuant to which: (i) the maturity date applicable to the “Tranche A” revolving loans under the Amended 2016 Revolving Credit Agreement is extended from September ~~30, 2020,~~7, 2021 to June 8, 2023; (ii) the ~~Company classified $704.5~~commitments under the “Tranche A” revolving facility are reduced from $400 million ~~as its current portion of long-term debt, comprised primarily of $341.7~~to $300 million; and (iii) a new $100 million senior secured second-in, second-out term loan facility maturing June 8, 2023 (the “SISO Facility”) has been established and Products Corporation has borrowed $100 million of term loans thereunder.Except as to pricing, maturity, enforcement priority and certain voting rights, the terms of the SISO Facility are substantially consistent with the first-in, last-out “Tranche B” term loan facility under the Amended 2016 Revolving Credit Agreement, including as to guarantees and collateral.

Term loans under the SISO Facility accrue interest at the LIBOR rate, subject to a floor of 1.75%, plus a margin of 5.75%.In addition, Amendment No. 7 increases the interest rate margin applicable to the “Tranche A” revolving loans by 0.50% to a range of 2.50% to 3.0%, depending on average excess revolving availability.Products ~~Corporation's 5.75% Senior Notes due February 15, 2021 (the "5.75% Senior Notes"), net of debt issuance costs, $290.2 million of net borrowings~~Corporation has paid certain customary fees to Citibank, N.A. and the lenders under the Amended 2016 Revolving Credit Facility net of debt issuance costs, $54.6 million of the 2018 Foreign Asset-Based Term Facility due July 9, 2021, net of debt issuance costs and debt discount, $9.2 million of amortization payments on the 2016 Term Loan Facility scheduled to be paid over the next four calendar quarters, and $8.6 million of amortization payments under the 2020 BrandCo Term Loan Facility due within one year. At December 31, 2019, the Company classified $288.0 million as its current portion of long-term debt, comprised primarily of $269.9 million of net borrowings under the Amended 2016 Revolving Credit Facility, net of debt issuance costs, and $18.0 million of amortization payments on the 2016 Term Loan Facility. See below in this Note 7, "Debt," and Note 19, "Subsequent Events," for details regarding the Company's recent debt-related transactions.

~~(a)~~ The aggregate principal amount outstanding under the 2020 BrandCo Term Loan Facility at September 30, 2020 was $1,761.3 million, including $846.0 million of principal rolled-up from the 2016 Term Loan Facility to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility. ~~See further details below, within this Note~~ ~~7, "Debt," and Note 19, “Subsequent Events.”~~

~~(b)~~ ~~On May 7, 2020,~~ in connection with ~~closing~~Amendment No. 7.

The above-mentioned Amendment No. 7 represented an exchange of an existing revolving credit agreement with a new revolving credit agreement with the ~~2020 BrandCo Facilities, Products Corporation fully repaid~~same lenders as defined by ASC 470, Debt, under the ~~2019 Term Loan Facility~~ ~~pursuant to that Term Credit Agreement, dated as~~revolving credit facility. All pre-existing unamortized deferred financing costs associated with the old revolving credit agreement of ~~August 6, 2019 (the “2019 Term Loan Facility”). See Note 9, "Long-Term Debt,"~~approximately $0.8 million were added to the ~~Consolidated Financial Statements~~newly incurred deferred financing costs of approximately $4.2 million and their total of approximately $5.1 million will be amortized in accordance with the ~~Company's 2019 Form 10-K for certain details regarding~~straight-line method over the ~~2019 Term Loan Facility, which prior to its repayment was scheduled to mature on the earliest of: (x) August 6, 2023 and (y) the 180th day prior to the stated maturity~~term of Products Corporation’s existing 2016 Term Loan Facility, if any loans under the 2016 Term Loan Facility remained outstanding and had not been replaced or refinanced by such date. The lenders under the 2019 Term Loan Facility participated in the 2020 BrandCo Term Loan Facility and, as a result, the Company determined that the full repaymentTranche A through June 8, 2023. Additionally, approximately $4.3 million of ~~the 2019 Term Loan Facility represented a debt modification under U.S. GAAP. Accordingly, the Company recorded approximately $33.5 million~~new deferred financing costs were incurred in connection with ~~fees paid to~~ the SISO Facility with the new lenders, ~~for~~which are amortized in accordance with the ~~prepayment~~effective interest method over the term of the 2019 Term Loan Facility, as well as approximately $10.3 million in other lenders' fees, which were capitalized as part of the total debt issuance costs for the 2020 BrandCo Term Loan Facility. See further details below, within this Note 7, "Debt," ~~and Note 19, “Subsequent Events.”~~facility.

~~(c)~~ The aggregate principal amount outstanding under the 2018 Foreign Asset-Based Term Facility at September 30, 2020 was the Euro equivalent of $56.8 million. In connection with the amendment described below, the Company repaid €5 million of the original aggregate principal amount of €77 million. See Note 9, "Long-Term Debt," to the Consolidated Financial Statements in the Company's 2019 Form 10-K for certain details regarding the euro-denominated senior secured asset-based term loan facility that various foreign subsidiaries of Products Corporation entered into on July 9, 2018 and which is scheduled to mature on July 9, 2021 (the “2018 Foreign Asset-Based Term Facility”). In May, 2020 the Company entered into an amendment to the 2018 Foreign Asset Based Term Facility to, among other things, increase the margin applicable to the interest rate from EURIBOR (with a floor of 0.50%) plus a margin of 6.50% to EURIBOR (with a floor 0.50%) plus a margin of 7.00%. See further details below, within this Note 7, "Debt."

~~(d)~~ Total borrowings at face amount under Tranche A of the Amended 2016 Revolving Credit Facility at September 30, 2020 were $291.9 million (excluding $1.4 million of outstanding undrawn letters of credit). See Note 9, "Long-Term Debt," to the Consolidated Financial Statements in the Company's 2019 Form 10-K for certain details regarding Products Corporation's Amended 2016 Revolving Credit Facility. In April 2018, Products Corporation amended the Amended 2016 Revolving Credit Facility Agreement, as detailed below, to, among other things, add a $41.5 million senior secured first in, last out "Tranche B," while the original $400 million tranche under such facility became a senior secured last in, first out "Tranche A." Tranche A matures on the earlier of: (x) September 7, 2021; and (y) the 91st day prior to the maturity of Products Corporation’s 5.75% Senior Notes, if, on that date (and solely for so long as), (i) any of Products Corporation’s 5.75% Senior Notes remain outstanding and (ii) Products Corporation’s available liquidity does not exceed the aggregate principal amount of the then outstanding 5.75% Senior Notes by at least $200 million. On April 17, 2020, the maturity date of the 2018 Tranche B was extended from April 17, 2020 to May 17, 2020 and was fully repaid on such extended maturity date.

~~(e)~~ The aggregate principal amount outstanding under the 2016 Term Loan Facility at September 30, 2020 was $886.3 million. See Note 9, "Long-Term Debt," to the Consolidated Financial Statements in the Company's 2019 Form 10-K for certain details regarding Products Corporation's 2016 Term Loan Facility that was originally scheduled to mature on the earlier of: (x) September 7, 2023; and (y) the 91st ~~day prior to the maturity of Products Corporation’s~~

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2021 Foreign Asset-Based Term Facility

On March 2, 2021 (the “2021 ABTL Closing Date”), Revlon Finance LLC (the “ABTL Borrower”), a wholly owned indirect subsidiary of Revlon Consumer Products Corporation (“Products Corporation”), certain foreign subsidiaries of Products Corporation party thereto as guarantors, the lenders party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent (the “ABTL Agent”), entered into an Asset-Based Term Loan Credit Agreement (the “2021 Foreign Asset-Based Term Agreement”, and the term loan facility thereunder, the “2021 Foreign Asset-Based Term Facility”).

~~5.75% Senior Notes~~

Principal and Maturity: The 2021 Foreign Asset-Based Term Facility provides for a U.S. dollar-denominated senior secured asset-based term loan facility in an aggregate principal amount of $75 million, the full amount of which was funded on the closing of the facility. On the 2021 ABTL Closing Date, approximately $7.5 million of the proceeds of the 2021 Foreign Asset-Based Term Facility were deposited in an escrow account by the ABTL Agent pending completion of certain post-closing perfection actions with respect to certain foreign real property of the guarantors constituting collateral securing the 2021 Foreign Asset-Based Term Facility. The 2021 Foreign Asset-Based Term Facility has an uncommitted incremental facility pursuant to which it may be increased from time to time by up to the amount of the borrowing base in effect at the time such incremental facility is incurred, subject to certain conditions and the agreement of the lenders providing such increase. The proceeds of the loans under the 2021 Foreign Asset-Based Term Facility were used: (i) to repay in full the obligations under the Asset-Based Term Loan Credit Agreement, dated as of July 9, 2018, as amended, among the ABTL Borrower, the other subsidiaries of Products Corporation party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (the “ABTL Refinancing”); (ii) to pay fees and expenses in connection with the 2021 Foreign Asset-Based Term Facility and the ABTL Refinancing; and (iii) for working capital and other general corporate purposes. The 2021 Foreign Asset-Based Term Facility matures on March 2, 2024, subject to a springing maturity date of August 1, 2023 if, on ~~that~~such date, ~~(and solely~~any principal amount of loans under the 2016 Term Loan Agreement due September 7, 2023 remain outstanding.

The 2021 Foreign Asset-Based Term Agreement requires the maintenance of a borrowing base supporting the borrowing thereunder, to be evidenced with the delivery of biweekly borrowing base certificates customary for ~~so long as),~~facilities of this type, with more frequent reporting required upon the triggering of certain events. The borrowing base calculation under the 2021 Foreign Asset-Based Term Facility is based on the sum of: (i) ~~any~~80% of eligible accounts receivable; (ii) 65% of the net orderly liquidation value of eligible finished goods inventory; and (iii) 45% of the mortgage value of eligible real property, in each case with respect to certain of Products ~~Corporation's 5.75% Senior Notes remain outstanding~~Corporation’s subsidiaries organized in Australia, Bermuda, Germany, Italy, Spain and ~~(ii)~~Switzerland (the “ABTL Borrowing Base Guarantors”). The borrowing bases in each jurisdiction are subject to certain customary availability reserves set by the ABTL Agent.

Guarantees and Security: The 2021 Foreign Asset-Based Term Facility is guaranteed by the Borrowing Base Guarantors, as well as by the direct parent entities of each ABTL Borrowing Base Guarantor (not including Revlon, Inc. or Products ~~Corporation’s available liquidity does not exceed~~Corporation) on a limited recourse basis (the “ABTL Parent Guarantors”) and by certain subsidiaries of Products Corporation organized in Mexico (the “ABTL Other Guarantors” and, together with the ABTL Borrower and the ABTL Borrowing Base Guarantors, the “ABTL Loan Parties”). The obligations of the ABTL Loan Parties and the ABTL Parent Guarantors under the 2021 Foreign Asset-Based Term Facility are secured by first-ranking pledges of the equity of each ABTL Loan Party (other than the Other Guarantors), the inventory and accounts receivable of the ABTL 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 2021 Foreign Asset-Based Term Facility) and certain other material assets of the ABTL Borrowing Base Guarantors, subject to customary exceptions and exclusions. The 2021 Foreign 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 2021 Foreign Asset-Based Term Agreement, and in any event at least quarterly, and accrues on borrowings under the 2021 Foreign Asset-Based Term Facility at a rate per annum equal to the LIBOR rate, with a floor of 1.50%, plus an applicable margin equal to 8.50%. The ABTL Borrower is obligated to pay certain fees and expenses in connection with the 2021 Foreign Asset-Based Term Facility, including a fee payable to Blue Torch Finance LLC for its services as Agent. Loans under the 2021 Foreign Asset-Based Term Facility may be prepaid without premium or penalty, subject to a prepayment premium equal to 3.0% of the aggregate principal amount of loans prepaid or repaid during the ~~then outstanding 5.75% Senior Notes by at least $200 million (the “Original Maturity Date”). On May 7, 2020, in connection with closing~~first year after the ~~2020 BrandCo Facilities, Products Corporation amended the 2016 Term Loan Facility to, among other things, extend the maturity of a portion~~2021 ABTL Closing Date, 2.0% of the ~~2016 Term Loan Facility to June 30, 2025, subject to certain springing maturities (the “Extended Maturity Date”). See further details below within this Note 7, "Debt,"~~ ~~and Note 19, “Subsequent Events.”~~ As a result of such transaction, as of September 30, 2020, $855.6 million of the 2016 Term Loan Facility is scheduled to mature on the Original Maturity Date and $30.7 million is scheduled to mature on the Extended Maturity Date.

~~(f)~~ The aggregate principal amount outstanding under the 5.75% Senior Notes at September 30, 2020 was $342.8 million. See Note 9, "Long-Term Debt," to the Consolidated Financial Statements in the Company's 2019 Form 10-K for certain details regarding Products Corporation's 5.75% Senior Notes that are scheduled to mature on February 15, 2021. During the nine months ended September 30, 2020, Products Corporation repurchased ~~$157.2 million~~ ~~in aggregate principal face amount of the 5.75% Senior Notes, recording a gain on extinguishment of debt of approximately~~ ~~$43.1 million~~, which is included in "Gain on early extinguishment of debt" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020. See further details below within this Note 7, "Debt," ~~and Note 19, “Subsequent Events.”~~

~~(g)~~ The aggregate principal amount outstanding under the 6.25% Senior Notes at September 30, 2020 was $450 million. See Note 9, "Long-Term Debt," to the Consolidated Financial Statements in the Company's 2019 Form 10-K for certain details regarding Products Corporation's 6.25% Senior Notes that are scheduled to mature on August 1, 2024 (the "6.25% Senior Notes").

~~(h)~~ There were 0 borrowings at September 30, 2020 under the Second Amended and Restated Unsecured 2019 Senior Line of Credit Facility between Products Corporation and MacAndrews & Forbes Group, LLC (“M&F”), dated as of September 28, 2020 (the “2020 Restated Line of Credit Facility”), which was amended and restated in anticipation of a Future Refinanced European ABL Facility (as hereinafter defined) and will provide Products Corporation with up to a $30 million tranche of a new facility of the 2018 Foreign Asset-Based Term Facility (the “New European ABL FILO Facility”) that would be secured on a “last-out” basis by the same collateral as the 2018 Foreign Asset-Based Term Facility or, if no Future Refinanced European ABL Facility is obtained, a stand-alone $30.0 million credit facility secured by the same collateral as the 2018 Foreign Asset-Based Term Facility when that facility is terminated, in each case, subject to a borrowing base.

~~Current Year Debt Transactions~~

~~5.75% Senior Notes Exchange Offer~~

See Note 19, “Subsequent Events” for important information regarding the Company’s debt-related transactions occurring after September 30, 2020. On September 29, 2020, Products Corporation commenced the “Exchange Offer” to exchange any and all of the then-outstanding 5.75% Senior Notes (the “Existing 5.75% Senior Notes”). As described in Note 19, the Exchange Offer was amended on October 23, 2020 and on November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, 0 5.75% Senior Notes remained outstanding as of the closing on November 13, 2020.

~~Amendments to the 2020 BrandCo Term Loan Facility~~

~~Prior to consummating the Exchange Offer, on September 28, 2020, Products Corporation and~~ ~~certain lenders under the 2020 BrandCo Term Loan Facility, representing more than a majority in~~ aggregate principal amount of loans ~~thereunder (the “Supporting BrandCo Lenders”), entered into a Transaction Support Agreement (the “BrandCo TSA”) under which~~prepaid or repaid during the ~~Supporting BrandCo Lenders agreed to take certain actions to facilitate~~second year after the ~~Exchange Offer~~2021 ABTL Closing Date and ~~Consent Solicitation, including, among other things:~~

•~~Relinquishing certain rights of such Supporting BrandCo Lenders to “roll-up” loans held by such Supporting BrandCo Lenders under the 2016 Term Loan Facility into New BrandCo Second-Lien Term Loans under the 2020 BrandCo Term Loan Facility~~ ~~(the “Roll-up Rights”);~~

•~~Tendering any Existing~~ ~~5.75% Senior~~ ~~Notes held by such Supporting BrandCo Lenders into the Exchange Offer and Consent Solicitation;~~

•~~Consenting to amendments to the 2020 BrandCo Term Loan Facility~~ ~~to permit~~ ~~the exchange of Existing 5.75% Senior Notes for the New BrandCo Second-Lien Term Loans under the 2020 BrandCo Term Loan Facility as contemplated by the Offering Memorandum and the payment~~1.0% of the ~~BrandCo Support and Consent Consideration;~~

•~~Consenting~~ ~~to other amendments to the 2020 BrandCo Term Loan Facility and the Amended 2016 Revolving Credit Facility to~~ ~~permit the Exchange Offer and Consent Solicitation to be completed as contemplated by the Offering Memorandum; and~~

•~~Supporting and cooperating with Products Corporation to consummate the transactions contemplated by the BrandCo TSA and the Offering Memorandum, including the Exchange Offer and Consent Solicitation.~~

~~In connection with such amendments,~~ ~~Products Corporation agreed to provide the following consideration (collectively, the “BrandCo Support and Consent Consideration”) upon the successful consummation~~aggregate principal amount of ~~the Exchange Offer:~~loans prepaid or repaid thereafter.

Affirmative and Negative Covenants: The 2021 Foreign Asset-Based Term Agreement contains certain affirmative and negative covenants that, among other things, limit the ABTL Loan Parties’ ability to, subject to various exceptions and qualifications: (i)

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•$12.5 million aggregate principal amount of New BrandCo Second-Lien Term Loans as a fee to the Supporting BrandCo Lenders under the BrandCo TSA in connection with such Supporting BrandCo Lenders’ relinquishment of their Roll-up Rights;

•$10.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans to one of the Supporting BrandCo Lenders in exchange for $18.7 million aggregate principal amount of Products Corporation’s 6.25% Senior Notes due 2024 held by such Supporting BrandCo Lender; and

•~~to all lenders under the 2020 BrandCo Term Loan Facility (including the Supporting BrandCo Lenders), an amendment fee that was payable pro rata based on principal amount of loans consenting, consisting of, at Products Corporation's~~ ~~option, either (x) an aggregate of $2.5 million of cash or (y) $5.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans.~~ ~~Pursuant to the BrandCo Amendment, Products Corporation elected to pay this fee in-kind in the form of $5.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans.~~

On November 13, 2020, Products Corporation entered into that certain Amendment No. 1 (the “BrandCo Amendment”) to the 2020 BrandCo Credit Agreement in connection with the Exchange Offer in order to, among other things, provide for the incurrence of $75 million in aggregate principal amount of New BrandCo Second-Lien Term Loans. The New BrandCo Second Lien Term Loans are a separate tranche of “Term B-2 Loans” (ranking junior to the Term B-1 Loans and senior to the Term B-3 Loans with respect to liens on certain specified collateral) under the BrandCo Credit Agreement. Except as to the use of proceeds, the terms of the New BrandCo Second-Lien Term Loans are substantially consistent with the other Term B-2 Loans. In connection with the BrandCo Amendment, Products Corporation paid certain fees to the lenders in-kind in the form of New BrandCo Second-Lien Term Loans in accordance with the BrandCo TSA.

~~MacAndrews & Forbes 2020 Restated Line of Credit Facility~~

In light of the upcoming maturity on July 9, 2021 of the 2018 Foreign Asset-Based Term Facility and the upcoming expiration on December 31, 2020 of the Amended 2019 Senior Line of Credit Facility, the Company sought to refinance or extend both the 2018 Foreign Asset-Based Term Facility and the Amended 2019 Senior Line of Credit Facility. Products Corporation sought to do so in order to reinforce its liquidity position to be better able to address the current business and economic environment and prepare for any further potential disruptions to its business and operations as may be brought on by the ongoing COVID-19 pandemic or other events.

As a result, and anticipating a future refinancing of the 2018 Foreign Asset-Based Term Facility (a “Future Refinanced European ABL Facility”), on September 28, 2020, Products Corporation and M&F entered into the Second Amended and Restated 2019 Senior Unsecured Line of Credit Facility (the “2020 Restated Line of Credit Facility”), which amended and restated the Amended 2019 Senior Line of Credit Facility and will provide Products Corporation with up to a $30 million tranche of a new facility of the 2018 Foreign Asset-Based Term Facility (the “New European ABL FILO Facility”) that would be secured on a “last-out” basis by the same collateral as the 2018 Foreign Asset-Based Term Facility or, if no Future Refinanced European ABL Facility is obtained, a stand-alone $30 million credit facility secured by the same collateral as the 2018 Foreign Asset-Based Term Facility when that facility is terminated, in each case, subject to a borrowing base. Upon the earlier of (x) the incurrence of a New European ABL FILO Facility and (y) December 31, 2020, the 2020 Restated Line of Credit Facility will terminate, such that M&F’s maximum committed amount under the 2020 Restated Line of Credit Facility will never exceed $30.0 million. As of September 30, 2020, there were 0 borrowings outstanding under the 2020 Restated Line of Credit Facility.

The New European ABL FILO Facility would mature on (x) the maturity date of any such Future Refinanced European ABL Facility or (y) if there is no Future Refinanced European ABL Facility, July 9, 2022. To the extent the Future Refinanced European ABL Facility exceeds $35.0 million in principal amount, the amount available under the New European ABL FILO Facility would decrease on a dollar-for-dollar basis, such that, if Products Corporation were able to obtain a Future Refinanced ABL Facility of $65.0 million from third parties, there would be no amounts available under the New European ABL FILO Facility. The interest rate for the New European ABL FILO Facility will be LIBOR + 10.00%. The covenants for the New European ABL FILO Facility would be substantially the same as those applicable to the 2018 European ABL Facility.

~~Consummation of 2020 BrandCo Refinancing Transactions~~

On May 7, 2020 (the “BrandCo 2020 Facilities Closing Date”), Products Corporation entered into a term credit agreement (the “2020 BrandCo Credit Agreement”) with Jefferies Finance LLC, as administrative agent and collateral agent, and certain financial institutions (the “2020 Facilities Lenders”) that are lenders or the affiliates of lenders under Products Corporation’s Term Loan Credit Agreement, dated as of September 7, 2016 and amended on April 30, 2020 and as amended on the BrandCo 2020 Facilities Closing Date, as further described below (as amended to date, the “2016 Term Loan Facility”). Pursuant to the 2020 BrandCo Credit Agreement, the 2020 Facilities Lenders provided Products Corporation with new and roll-up senior

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secured term loan facilities (the “2020 BrandCo Facilities” and, collectively, the "2020 BrandCo Term Loan Facility" and, together with the use of proceeds thereof and the Extension Amendment, the “2020 BrandCo Refinancing Transactions”).

~~Principal and Maturity:~~ The 2020 BrandCo Facilities consist of: (i) a senior secured term loan facility in an aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of $815 million, plus the amount of certain fees and accrued interest that have been capitalized (the “2020 BrandCo Facility”); (ii) commitments in respect of a senior secured term loan facility in an aggregate principal amount of $950 million (the “Roll-up BrandCo Facility”); and (iii) a senior secured term loan facility in an aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of $3 million (the “Junior Roll-up BrandCo Facility”). Additionally, on May 28, 2020, Products Corporation borrowed from the 2020 Facilities Lenders an additional $65 million of term loans under the 2020 BrandCo Facility to repay in full the 2020 Incremental Facility under the 2016 Term Loan Facility, as a result of which the 2020 BrandCo Facility at June 30, 2020 had an aggregate principal amount outstanding of $910.6 million (including paid-in-kind closing fees of $29.1 million and paid-in-kind interest of $1.5 million that were capitalized). Additionally, during the three months ended June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility due June 2023, ~~representing $846.0 million in aggregate principal outstanding, rolled-up to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025~~, ~~as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 had an aggregate principal amount outstanding of $846.0 million. T~~he Company determined that the roll-up of such 2016 Term Loan Facility lenders into the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility represented a debt modification under U.S. GAAP, as the cash flow effect between the amount that Products Corporation owed to the participating lenders under the old debt instrument (i.e., the 2016 Term Loan Facility) and the amount that Products Corporation owed to such lenders after the consummation of the roll-up into the new debt instrument (i.e., the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility) on a present value basis was less than 10% and, thus, the debt instruments were not considered to be substantially different within the meaning of ASC 470, Debt, under U.S. GAAP.

The proceeds of the 2020 BrandCo Facility were used: (i) to repay in full approximately $200 million of indebtedness outstanding under Products Corporation’s 2019 Term Loan Facility; (ii) to repay in full and terminate commitments under the 2020 Incremental Facility; and (iii) to pay fees and expenses in connection with the 2020 BrandCo Facilities and the 2020 BrandCo Refinancing Transactions. The Company will use the remaining net proceeds for general corporate purposes, including repurchasing, repaying or refinancing Products Corporation’s outstanding 5.75% Senior Notes. The proceeds of the Roll-up BrandCo Facility are available prior to the third anniversary of the BrandCo 2020 Facilities Closing Date to purchase at par an equivalent amount of any remaining term loans under the 2016 Term Loan Facility held by the lenders participating in the 2020 BrandCo Facility or their transferees. During the three months ended June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility due June 2023, representing $846.0 million in aggregate principal outstanding, rolled-up to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025, as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 have an aggregate principal amount outstanding of $846.0 million, with a remaining capacity for the roll-up of loans under the 2016 Term Loan Facility of $107.0 million. See “Amendments to the 2020 BrandCo Term Loan Facility” regarding the Supporting BrandCo Lenders relinquishing certain Roll-up Rights and Products Corporation’s issuance of the BrandCo Support and Consent Consideration.

The 2020 BrandCo Facilities will mature on June 30, 2025, subject to a springing maturity 91 days prior to the August 1, 2024 maturity date of Products Corporation’s 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remain outstanding.

~~The Company incurred approximately $119.3 million of new debt issuance costs in connection with closing the 2020 BrandCo Facility, which~~ include paid-in kind amounts that are recorded as an adjustment to the carrying amount of the related liability and amortized to interest expense in accordance with the effective interest method over the term of the 2020 BrandCo Facilities.

~~Borrower, Guarantees and Security:~~ Products Corporation is the borrower under the 2020 BrandCo Facilities and the 2020 BrandCo Facilities are guaranteed by certain of Products Corporation's indirect subsidiaries (the “BrandCos”) that hold certain intellectual property assets related to the Elizabeth Arden and American Crew brands, certain other Portfolio segment brands and certain owned Fragrance segment brands (the “Specified Brand Assets”). While the BrandCos do not guarantee the 2016 Term Loan Facility, all guarantors of the 2016 Term Loan Facility guarantee the 2020 BrandCo Facilities. All of the assets of the BrandCos (including all capital stock issued by the BrandCos) have been pledged to secure the 2020 BrandCo Facility on a first-priority basis, the Roll-up BrandCo Facility on a second-priority basis and the Junior Roll-up BrandCo Facility on a third-priority basis and while such assets do not secure the 2016 Term Loan Facility, the 2020 BrandCo Facilities are secured on a pari passu basis by the assets securing the 2016 Term Loan Facility.

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~~Contribution and License Agreements:~~ In connection with the pledge of the Specified Brand Assets, Products Corporation and certain of its subsidiaries contributed the Specified Brand Assets to the BrandCos. Products Corporation entered into license and royalty arrangements on arm’s length terms with the relevant BrandCos to provide for the continued use of the Specified Brand Assets by Products Corporation and its subsidiaries during the term of the 2020 BrandCo Facilities.

~~Interest and Fees:~~ Loans under the 2020 BrandCo Facility bear interest at a rate equal to LIBOR (with a LIBOR floor of 1.50%) plus (x) 10.50% per annum, payable not less than quarterly in arrears in cash and (y) 2.00% per annum payable not less than quarterly in-kind by adding such amount to the principal amount of outstanding loans under the 2020 BrandCo Facility. Loans under the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility bear interest at a rate equal to LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash.

~~Affirmative and Negative Covenants: The 2020 BrandCo Facilities contain certain affirmative and negative covenants that, among other things, limit Products Corporation’s and its restricted subsidiaries’ 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 ~~unsecured~~ or junior lien debt; (vii) enter into certain transactions with their ~~affiliates;~~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 ~~2020 BrandCo Facilities~~ABTL 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 2021 Foreign Asset-Based Term Agreement also ~~restrict distributions~~contains a financial covenant requiring the ABTL Loan Parties to maintain a minimum average balance of cash and ~~other payments from the BrandCos~~cash equivalents of $3.5 million, tested monthly, based on the last 10 business days of each month, subject to certain ~~minimum thresholds of net sales with respect to the Specified Brand Assets.~~cure rights. The ~~2020 BrandCo Facilities~~2021 Foreign Asset-Based Term Agreement also ~~contain~~contains certain customary representations, warranties and events of ~~default, including a cross default provision making it an event of default under the 2020 BrandCo Credit Agreement if there is an event of default under~~ Products Corporation’s existing 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement or the indentures governing each of Products Corporation’s 5.75% Senior Notes due 2021 and its 6.25% Senior Notes due 2024 (the “Senior Notes Indentures”). Th~~e lenders under the 2020 BrandCo Credit Agreement may declare all outstanding loans under the 2020 BrandCo Facilities to be due and payable immediately upon an event of~~ default. Under such circumstances, the lenders under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, and the holders under the Senior Notes Indentures may also declare all outstanding amounts under such instruments to be due and payable immediately as a result of similar cross default or cross acceleration provisions, subject to certain exceptions and limitations described in the relevant instruments.

Prepayments: The ~~2020 BrandCo Facilities are~~ABTL Borrower must prepay loans under the 2021 Foreign 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 into a designated U.S. bank account with the ABTL Agent that is subject to ~~certain~~a control agreement (such cash, the “Qualified Cash”). If an event of default occurs and is continuing, the Qualified Cash may be applied, at the ABTL Agent’s option, to prepay the loans under the 2021 Foreign Asset-Based Term Facility. If the borrowing base subsequently exceeds the outstanding loans, the ABTL Borrower can withdraw Qualified Cash from such bank account to the extent of such excess. In addition, the 2021 Foreign Asset-Based Term Facility is subject to mandatory prepayments ~~including~~ from the net proceeds from the ~~issuance~~incurrence by the Loan Parties 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 2020 BrandCo Facilities may be repaid at any time, subject to customary prepayment premiums.not permitted thereunder.

~~2016~~As a result of the ABTL Refinancing and the closing of the 2021 Foreign Asset-Based Term ~~Loan~~ Facility ~~Extension Amendment:~~ ~~Term loan lenders~~without the participation of MacAndrews & Forbes as a lender, M&F’s commitment in respect of the New European ABL FILO Facility under the ~~2016 Term Loan~~2020 Restated Line of Credit Facility were offered the opportunity to participate at par in the 2020 BrandCo Facilities based on their holdings of term loans under the 2016 Term Loan Facility. Lenders participating in the 2020 BrandCo Facilities, as well as other consenting lenders representing, in the aggregate, a majority of the loans and commitments under the 2016 Term Loan Facility, consented to an amendment to the 2016 Term Loan Facility (the “Extension Amendment”) that, among other things, made certain modifications to the covenants thereof and extended the maturity date of their term loans (“Extended Term Loans”) to June 30, 2025, subject to (i) the same September 7, 2023 springing maturity date of the non-extended term loans under the 2016 Term Loan Facility if, on such date, $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding, and (ii) a springing maturity of 91 days prior to the August 1, 2024 maturity date of the 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding. The Extension Amendment became effectiveterminated on the ~~BrandCo 2020 Facilities~~ABTL Closing ~~Date. As of September 30, 2020, approximately $30.7 million~~Date in aggregate principal amount of Extended Term Loans were outstanding after giving effect to the 2020 BrandCo Refinancing Transactions. The Extended Term Loans bear interest at a rate of LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash, consistentaccordance with the interest rate applicable to the non-extended term loans. Approximately $17.0 million of accrued interest outstanding on the 2016 Term Loan Facility was paid on the BrandCo 2020 Facilities Closing Date. The aggregate principal amount of non-extended term loans under the 2016 Term Loan Facility as of ~~September 30, 2020~~ ~~was approximately $855.6 million.~~

~~Repurchases of 5.75% Senior Notes due 2021~~its terms.

~~On May 7, 2020, Products Corporation~~The proceeds from the 2021 Foreign Asset-Based Term Facility were used ~~a portion~~to extinguish the entire amount outstanding under the 2018 Foreign Asset-Based Term Facility as of the closing date, which was due on July 9, 2021. In connection with such extinguishment, approximately $1.0 million of pre-existing unamortized deferred financing costs were expensed within "Amortization of Debt Issuance Costs" on the Company’s Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2021. In accordance with the terms of the 2021 ABTL credit agreement, approximately $13.8 million of the proceeds from the transaction are held in escrow and are recorded within "Prepaid expenses and Other Assets" on the Company's Unaudited Consolidated Balance Sheet as of March 31, 2021.

The Company incurred approximately $3.2 million of new debt issuance costs in connection with the closing of the 2021 Foreign Asset-Based Term Facility, which are amortized to interest expense in accordance with the effective interest method over the term of the facility.

2020 ~~BrandCo Facility to repurchase and subsequently cancel $50 million in aggregate principal face amount~~Troubled Debt Restructuring

As a result of ~~its~~the 5.75% Senior ~~Notes. Products Corporation also paid approximately~~ ~~$0.7~~Notes Exchange Offer, and following the applicability of the Troubled Debt Restructuring guidance in ASC 470, Debt, the Company recorded $57.8 million of ~~accrued~~future interest ~~outstanding on the~~ ~~5.75%~~ ~~Senior Notes on May 7, 2020. After the BrandCo 2020 Facilities Closing Date,~~ ~~Products Corporation~~ ~~repurchased and subsequently canceled in July 2020 a further~~ ~~$62.8 million in aggregate principal face amount of its 5.75% Senior Notes. Furthermore, during~~payments. During the three months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded $3.6 million of amortization of such future interest as an offset within "Interest Expense, net" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss.

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

Products Corporation repurchased and subsequently canceled an additional $44.4 million in aggregate principal face amount of its 5.75% Senior Notes. Accordingly, as of September 30, 2020, Products Corporation had repurchased and subsequently cancelled a total of approximately $157.2 million in aggregate principal face amount of its 5.75% Senior Notes, resulting in a gain on extinguishment of debt of approximately $31.2 million and $43.1 million for the three and nine months ended September 30, 2020, respectively, which were recorded within "Gain on early extinguishment of debt" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020.~~See Note 7, "Debt,"~~ ~~and Note 19, “Subsequent Events”~~ ~~for more information regarding~~ ~~Products Corporation's5.75%~~ ~~Senior Notes and the related Exchange Offer.~~

~~Prepayment of the 2019 Term Loan Facility due 202~~3

On the BrandCo 2020 Facilities Closing Date, Products Corporation used a portion of the proceeds from the 2020 BrandCo Facility to fully prepay the entire principal amount outstanding under its 2019 Term Loan Facility, totaling $200 million, plus approximately $1.3 million of accrued interest outstanding thereon, as well as approximately $33.5 million in prepayment premiums, $10.3 million in lenders' fees, $0.3 million in legal fees and approximately $2.0 million in other third party fees. As the lenders under the 2019 Term Loan Facility participated in the 2020 BrandCo Term Loan Facility, the Company determined that the full repayment of the 2019 Term Loan Facility represented a debt modification under U.S. GAAP as the cash flow effect between the old debt instrument (i.e., the 2019 Term Loan Facility) and the new debt instrument (i.e., the 2020 BrandCo Facility) on a present value basis was less than 10% and, thus, the debt instruments were not considered to be substantially different within the meaning of ASC 470, Debt, under U.S. GAAP. Accordingly, the $33.5 million of prepayment premiums, as well as the $10.3 million in other lenders' fees were capitalized as part of the aforementioned ~~$119.3 million~~ ~~of total new debt issuance costs for the 2020 BrandCo Term Loan Facility, while the aforementioned $0.3 million of legal fees and $2.0 million in other third party fees were expensed as incurred in~~ ~~the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2020.~~

~~Amendment to the 2018 Foreign Asset-Based Term Facility~~

On May 4, 2020, the Company entered into an amendment to the 2018 Foreign Asset Based Term Facility, which had an original outstanding principal amount of €77 million. Such amendment provided for the following:

•~~increasing the interest rate on the loan from EURIBOR (with a floor 0.50%) plus a margin of 6.50% to EURIBOR (with a floor 0.50%) plus a margin of 7.00%;~~

•~~adding a springing maturity date of 91 days prior to the February 15, 2021 maturity of the 5.75% Senior Notes if any of Products Corporation's 5.75% Senior Notes remain outstanding on such date;~~

•~~requiring a mandatory prepayment of €5.0 million; and~~

•~~clarifying certain terms and waiving certain provisions in connection with the 2020 BrandCo Refinancing Transactions.~~

~~Approximately $0.4~~ million of amendment fees paid to the lenders under 2018 Foreign Asset-Based Term Facility were capitalized and are amortized to interest expense, together with any unamortized debt issuance costs outstanding prior to the amendment. As of September 30, 2020, there was the Euro equivalent of $56.8 million outstanding under the 2018 Foreign Asset-Based Term Facility, reflecting a repayment of €28.5 million made during the quarter ended June 30, 2020.

~~Incremental Revolving Credit Facility under the 2016 Term Loan Agreement~~

On April 30, 2020, Products Corporation entered into a Joinder Agreement (the “2020 Joinder Agreement”), with Revlon, certain of their subsidiaries and certain existing lenders (the “Incremental Lenders”) under Products Corporation’s 2016 Term Loan Agreement to provide for a $65 million incremental revolving credit facility (the “2020 Incremental Facility”). On the closing of the 2020 Incremental Facility, Products Corporation borrowed $63.5 million of revolving loans for working capital purposes and subsequently on May 11, 2020 Products Corporation also borrowed the additional $1.5 million of delayed funding revolving loans. Prior to its full repayment on May 28, 2020, amounts outstanding under the 2020 Incremental Facility bore interest at a rate of (x) LIBOR plus 16% or (y) an Alternate Base Rate plus 15%, at Products Corporation’s option. Except as to pricing, maturity and differences due to its revolving nature, the terms of the 2020 Incremental Facility were otherwise substantially consistent with the existing term loans under the 2016 Term Loan Facility. The 2020 Incremental Facility was repaid in full, and the commitments thereunder terminated, on May 28, 2020. Upon such repayment, approximately $2.9 million of upfront commitment fees that Products Corporation incurred in connection with consummating the 2020 Incremental Facility were entirely expensed within "Miscellaneous, net" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the nine months ended ~~September~~ ~~30, 2020.~~

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~Amendments to the 2016 Revolving Credit Agreement~~

On May 7, 2020, in connection with consummating the 2020 BrandCo Refinancing Transactions, Products Corporation entered into Amendment No. 4 to its Asset-Based Revolving Credit Agreement, dated as of September 7, 2016, as amended (the “2016 Revolving Credit Facility”). Amendment No. 4, among other things, made certain amendments and provided for certain waivers relating to the 2020 BrandCo Refinancing Transactions under the 2016 Revolving Credit Facility. In exchange for such amendments and waivers, the interest rate margin applicable to loans under Tranche A of the 2016 Revolving Credit Facility increased by 0.75%. In connection with the amendments to the 2018 Tranche B of the 2016 Revolving Credit Facility (which was fully repaid on its May 17, 2020 extended maturity date), Products Corporation incurred approximately $1.1 million in lender's fees that upon its full repayment were entirely expensed within “Miscellaneous, net” on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss as of September 30, 202~~0. See “Recent Developments” and Note 19, “Subsequent Events,” regarding, among other things, Amendment No. 5 to the 2016 Revolving Credit Facility.~~

Previously, on April 17, 2020 (the “FILO Closing Date”), Products Corporation entered into Amendment No. 3 to the 2016 Revolving Credit Facility (“Amendment No. 3”), pursuant to which, the maturity date applicable to $36.3 million of loans under the $41.5 million senior secured first in, last out 2018 Tranche B under the 2016 Revolving Credit Facility (the “2018 FILO Tranche”) was extended from April 17, 2020 to May 17, 2020 (the “Extended Maturity Date”). Products Corporation repaid the remaining approximately $5.2 million of the 2018 FILO Tranche loans as of the FILO Closing Date. In addition, Amendment No. 3 increased the applicable interest margin for the 2018 FILO Tranche by 0.75%, subject to a LIBOR floor of 0.75%. ~~Products Corporation fully repaid the 2018 FILO Tranche on the Extended Maturity Date.~~

Covenants

Products Corporation was in compliance with all applicable covenants under the 2020 BrandCo Credit Agreement, 2016 Credit Agreements, the ~~2018~~2021 Foreign Asset-Based Term ~~Agreement, the 2020 Restated Line of Credit~~ Facility, as well as with all applicable covenants under its 6.25% Senior Notes ~~Indentures,~~Indenture, in each case as of ~~September 30, 2020.~~March 31, 2021. At ~~September 30, 2020,~~March 31, 2021, the aggregate principal amounts outstanding and availability under Products Corporation’s various revolving credit facilities were as follows:

Commitment Borrowing Base Aggregate principal amount outstanding at September 30, 2020
Availability at September 30, 2020 (a)
Amended 2016 Revolving Credit Facility $ 400.0 $ 345.9 $ 291.9 $ 52.6
2020 Restated Line of Credit Facility $ 30.0 N/A $ 0 $ 30.0



	Commitment		Borrowing Base		Aggregate principal amount outstanding at March 31, 2021		Availability at March 31, 2021 (a)
Tranche A Revolving Credit Facility	$	300.0	$	150.3	$	79.6	$	50.7
SISO Term Loan Facility	100.0		100.0		100.0		0

2020 ABL FILO Term Loans	50.0		48.5		$	50.0	$	0

(a) Availability as of ~~September 30, 2020~~March 31, 2021 is based upon the Tranche A Revolving borrowing base then in effect under Amendment No.7 to the Amended 2016 Revolving Credit Facility of ~~$345.9~~$150.3 million (which includes a $1.5 million reserve for the shortfall of the borrowing base that supports the 2020 ABL FILO Term Loans compared to the corresponding aggregate principal amount outstanding of $50 million), less ~~$1.4~~$79.6 million then drawn, and less $20.0 million of ~~outstanding undrawn letters of credit and $291.9 million then drawn. As~~availability that is required to be maintained at all times when Products Corporation’s consolidated fixed charge coverage ratio ~~was~~that is in effect is greater than 1.0 to 1.0 as of September 30, 2020, all of the $52.6 million of availability under the Amended 2016 Revolving Credit Facility was available as of such date. The 2018 Tranche B under the Amended 2016 Revolving Credit Facility was fully repaid in May 2020.1.0.

The Company’s foreign subsidiaries held ~~$93.7~~$77.2 million out of the Company's total ~~$268.3~~$85.6 million in cash and cash equivalents as of ~~September 30, 2020.~~March 31, 2021. 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~~ ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions), availability under the Amended 2016 Revolving Credit Facility, the 2020 Restated Line of Credit Facility,~~ ~~as well as~~ other permissible borrowings, along with the option to further settle historical intercompany loans and payables with certain foreign subsidiaries. The Company also expects to generate additional liquidity from cost reductions resulting from th~~e implementation of the Revlon 2020 Restructuring Program, which was initiated during the first quarter of 2020, the 2018 Optimization~~ ~~Program and cost reductions generated from other cost control initiatives,~~ including, without limitation, new interim measures to reduce costs in response to COVID-19 (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) ~~suspending or terminating services and payments under consulting agreements with certain directors~~), 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. For information regarding certain risks related to the Company’s indebtedness, see Item 1A. “Risk Factors” in the Company's 2019 Form 10-K, as supplemented by certain risk factors included

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~in the Company’s Quarterly Reports on Form 10-Q and in certain Current Reports on Form 8-K, in each case as filed with the SEC during 2020.~~

8. FAIR VALUE MEASUREMENTS

Assets and liabilities are required to be categorized into three levels of fair value based upon the assumptions used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing the fair value measurement of assets and liabilities are as follows:

•Level 1: Fair valuing the asset or liability using observable inputs, such as quoted prices in active markets for identical assets or liabilities;

•Level 2: Fair valuing the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

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

As of both ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company did 0t have any financial assets and liabilities that were required to be measured at fair value.

As of ~~September 30,~~March 31, 2021, the fair value and carrying value of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:


	March 31, 2021
	Fair Value
	Level 1		Level 2		Level 3		Total		Carrying Value
Liabilities:
Long-term debt, including current portion(a)	$	0	$	2,333.4	$	0	$	2,333.4	$	3,374.0

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of December 31, 2020, the fair value and carrying value of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:

September 30, 2020
Fair Value
Level 1 Level 2 Level 3 Total Carrying Value
Liabilities:
Long-term debt, including current portion(a)
$ 0 $ 2,068.4 $ 0 $ 2,068.4 $ 3,631.0

~~As of December 31, 2019, the fair value and carrying value of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:~~


		December 31, 2019											December 31, 2020
		Fair Value											Fair Value
		Level 1		Level 2		Level 3		Total		Carrying Value			Level 1		Level 2		Level 3		Total		Carrying Value
Liabilities:	Liabilities:											Liabilities:
Long-term debt, including current portion(a)	Long-term debt, including current portion(a)	$	0	$	2,522.2	$	0	$	2,522.2	$	3,194.2	Long-term debt, including current portion(a)	$	0	$	2,168.9	$	0	$	2,168.9	$	3,322.5

(a) The fair value of the Company's long-term debt, including the current portion of long-term debt, is based on quoted market prices for similar issuances and maturities.

The carrying amounts of the Company's cash and cash equivalents, trade receivables, notes receivable, accounts payable and short-term borrowings approximate their respective fair values.

9. FINANCIAL INSTRUMENTS

Letters of Credit

Products Corporation maintains standby and trade letters of credit for various corporate purposes under which Products Corporation is obligated, of which ~~$1.4 million and $11.4~~$7.8 million (including amounts available under credit agreements in effect at that time) were maintained in each case as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively.~~2020. Included in these amounts are approximately ~~$0.1 million and $8.3~~$5.3 million in standby letters of credit that primarily support Products Corporation’s workers compensation, general liability and automobile insurance programs, in each case as outstanding as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively.~~2020. At March 31, 2021 and December 31, 2020, respectively, all of the outstanding letters of credit were collateralized with a deposit of cash at the issuing financial institution. The estimated liability under such programs is accrued by Products Corporation.

10. PENSION AND POST-RETIREMENT BENEFITS

Net Periodic Benefit Cost

The components of net periodic benefit costs for the Company's pension and the other post-retirement benefit plans for the three month periods ended March 31, 2021 and 2020, respectively, were as follows:


	Pension Plans				Other Post-Retirement Benefit Plans
	Three Months Ended March 31,
	2021		2020		2021		2020
Net periodic benefit costs:
Service cost	$	0.3	$	0.4	$	0	$	0
Interest cost	2.3		3.7		0		0.1
Expected return on plan assets	(4.9)		(5.8)		0		0
Amortization of actuarial loss	3.4		2.7		0.2		0.1



Total net periodic benefit costs	$	1.1	$	1.0	$	0.2	$	0.2

In the three months ended March 31, 2021, the Company recognized net periodic benefit cost of $1.3 million, compared to net periodic benefit cost of $1.2 million in the three months ended March 31, 2020, primarily due to lower interest costs partially offset by lower expected return on plan assets and higher amortization of actuarial loss.

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COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

~~10. PENSION AND POST-RETIREMENT BENEFITS~~

~~Net Periodic Benefit Cost~~

The components of net periodic benefit costs for the Company's pension and the other post-retirement benefit plans for the three months ended September 30, 2020 and 2019, respectively, were as follows:

Pension Plans
Other
Post-Retirement Benefit Plans
Three Months Ended September 30,
2020 2019 2020 2019
Net periodic benefit costs:
Service cost $ 0.5 $ 0.4 $ 0 $ 0
Interest cost 3.8 5.1 0.1 0.1
Expected return on plan assets (5.7) (6.0) 0 0
Amortization of actuarial loss 2.7 2.5 0.1 0.1
Total net periodic benefit costs prior to allocation $ 1.3 $ 2.0 $ 0.2 $ 0.2
Portion allocated to Revlon Holdings 0 0 0 0
Total net periodic benefit costs $ 1.3 $ 2.0 $ 0.2 $ 0.2

In the three months ended September 30, 2020, the Company recognized net periodic benefit cost of $1.5 million, compared to net periodic benefit cost of $2.2 million in the three months ended September 30, 2019, primarily due to lower interest costs partially offset by lower expected return on plan assets and higher amortization of actuarial loss.

~~The components of net periodic benefit costs for the Company's pension and the other post-retirement benefit plans for the nine months ended September 30, 2020 and 2019, respectively, were as follows:~~

Pension Plans Other
Post-Retirement Benefit Plans
Nine Months Ended September 30,
2020 2019 2020 2019
Net periodic benefit costs:
Service cost $ 1.3 $ 1.4 $ 0 $ 0
Interest cost 11.2 15.0 0.3 0.3
Expected return on plan assets (17.1) (18.0) 0 0
Amortization of actuarial loss 8.3 7.5 0.3 0.2
Total net periodic benefit costs prior to allocation $ 3.7 $ 5.9 $ 0.6 $ 0.5
Portion allocated to Revlon Holdings (0.1) (0.1) 0 0
Total net periodic benefit costs $ 3.6 $ 5.8 $ 0.6 $ 0.5

In the nine months ended September 30, 2020, the Company recognized net periodic benefit cost of $4.2 million, compared to net periodic benefit cost of $6.3 million in the nine months ended September 30, 2019, primarily due to lower interest costs partially offset by lower expected return on plan assets and higher amortization of actuarial loss.

Net periodic benefit costs are reflected in the Company's ~~Unaudited~~ Consolidated Financial Statements as follows for the periods presented:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net periodic benefit costs:	Net periodic benefit costs:									Net periodic benefit costs:

Selling, general and administrative expense	Selling, general and administrative expense	$	0.5	$	0.5	$	1.3	$	1.4	Selling, general and administrative expense		$	0.4	$	0.4
Miscellaneous, net	Miscellaneous, net	1.0		1.7		2.9		4.9		Miscellaneous, net		0.9		0.8
Total net periodic benefit costs	Total net periodic benefit costs	$	1.5	$	2.2	$	4.2	$	6.3	Total net periodic benefit costs		$	1.3	$	1.2

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

The Company expects that it will have net periodic benefit cost of approximately ~~$5.6~~$5 million for its pension and other post-retirement benefit plans for all of ~~2020,~~2021, compared with net periodic benefit cost of ~~$7.2~~$4.0 million in ~~2019.~~2020.

Contributions:

The Company’s intent is to fund at least the minimum contributions required to meet applicable federal employee benefit laws and local laws, or to directly pay benefit payments where appropriate. During the three months ended ~~September 30, 2020, $1.8~~March 31, 2021, $13.5 million and $0.2 million were contributed to the Company’s pension plans and other post-retirement benefit plans, respectively. During ~~the nine months ended September 30, 2020, $7.0 million and $0.5 million were contributed to the Company’s pension plans and other post-retirement benefit plans, respectively. During 2020,~~2021, the Company expects to contribute approximately ~~$19~~$21 million to $24 million in the aggregate to its pension and other post-retirement benefit plans once given effect to the provision of the American Rescue Plan signed into law by President Biden on March 11, 2021. The American Rescue Plan includes pension funding relief for both single employer and multiemployer plans. The single employer provisions provide for higher interest rates and a longer shortfall amortization period to be used for funding valuation and benefit restriction purposes. By default, the interest rate changes will take effect for the 2020 plan year (for both minimum contribution and benefit restriction purposes) and the change in the shortfall amortization period will take effect for the 2022 plan year. However, plan sponsors can elect to defer the interest rate changes to as late as 2022 or accelerate the change in shortfall amortization period to as early as 2019. As a result, each plan sponsor will need to assess the optimal effective date(s) for the relief and make any appropriate elections.

As a result of the CARES Act passed by the U.S. Congress in March 2020 to address the economic environment resulting from COVID-19, and in accordance with the Limited Relief for Pension Funding and Retirement Plan Distributions provision of such act, the Company ~~expects~~deferred to ~~defer~~2021 approximately ~~$9.3~~$11.8 million of contributions that were otherwise scheduled to be paid to its 2 qualified pension plans at different earlier dates during 2020. The deferral was in effect only for 2020 and under the CARES relief provisions the Company was required to pay the contributions by no later than January 4, 2021, including interest at the plans’ 2020 effective interest rate ("EIR") from the original due date to the actual payment date. The Company paid the contributions by the due date. The first quarterly contributions for the 2 qualified plans were originally due by April 15, 2020. The Company had already made $1.6 million in contributions to its qualified pension plans during the first quarter of 2020, prior to adopting the aforementioned provision of the CARES Act. The deferral is in effect only for 2020 and under the CARES relief provisions the Company will be required to pay the contributions by no later than January 1, 2021, including interest at the plans’ 2020 effective interest rate ("EIR") from the original due date to the actual payment date.

Relevant aspects of the qualified defined benefit pension plans, non-qualified pension plans and other post-retirement benefit plans sponsored by Products Corporation are disclosed in Note 12, "Pension and Post-Retirement Benefits," to the Consolidated Financial Statements in the Company's 2019 Form 10-K.

11. STOCK COMPENSATION PLAN

~~Revlon maintains the Fourth Amended and Restated Revlon, Inc.~~Revlon's amended Stock Plan ~~(as amended, the "Stock Plan"), which~~ provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units ("RSUs") to eligible employees and directors of Revlon and its affiliates, including Products Corporation. An aggregate of 6,565,000 shares were reserved for issuance as Awards under the Stock Plan, of which there remained approximately ~~1.2~~0.6 million shares available for grant as of ~~September 30, 2020. In July 2014, the Stock Plan was amended to renew the Stock Plan for a 7-year renewal term expiring on April 14,~~March 31, 2021. In September 2019 the Stock Plan was amended in connection with the 2019 TIP, described below, to: (1) allow the Compensation Committee to delegate to Revlon’s Chief Executive Officer the authority to grant RSUs to the Company’s employees, other than its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (i.e., the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer & Controller); (2) allow for accelerated vesting of equity awards upon a termination without cause; (3) change the minimum vesting period for specified equity awards from 3 years to 2 years; and (4) to increase by 250,000 shares the number of shares of Revlon common stock that are not subject to the Stock Plan’s minimum vesting requirements.

~~Revlon~~ 2019 Transaction Incentive Program

In August 2019, it was disclosed that MacAndrews & Forbes and Revlon determined to explore strategic transactions involving Revlon and third parties (the "Strategic Review"). In light of this, the Compensation Committee of Revlon’s Board of Directors approved a Revlon 2019 Transaction Incentive Program (the “2019 TIP”) that enables the Company to award cash-based and RSU-based retention grants and transaction bonus awards, as well as providing for the accelerated vesting of time-based RSUs and restricted shares following a termination without cause or due to death or disability.

Each Tier 1 participant’s 2019 TIP award is payable two-thirds in cash and one-third in RSUs vesting in 50% tranches on each of December 31, 2020 and December 31, 2021, while Tier 2 awards are payable 100% in cash in one lump-sum on December 31, 2020, in each case subject to certain earlier vesting for a change of control or termination of employment without cause, as described below. As of ~~September 5, 2019, the Company approved~~March 31, 2021, a total of 206,812 time-based RSUs under Tier 1 of the 2019 TIP, which are scheduled to vest in equivalent amounts on each of December 31, 2020 and December 31, 2021, subject to continued employment (the “2019 TIP RSUs”). As of September 30, 2020, a total of 148,16858,278 time-based RSUs under Tier 1 of the 2019 TIP had been granted and are outstanding. ~~The Company’s President and Chief Executive Officer declined an award under the retention program and will receive a transaction bonus only if the Company completes a transaction.~~

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

The 2019 TIP RSUs vest in full upon an involuntary termination, other than if due to cause; provided that if a change of control occurs or a brand or business segment is sold and (i) the impacted grantee accepts an offer of employment from the buyer, then: (A) if the buyer assumes the 2019 TIP RSUs, the grantee will continue to vest in the assumed awards (with the grantee having the continued right to accelerated vesting upon an involuntary termination, other than if due to cause); and (B) if the buyer does not assume the 2019 TIP RSUs, the grantee’s 2019 TIP RSUs will vest upon closing the change of control; and (ii) the impacted grantee declines an offer of employment from the buyer for substantially comparable total compensation and benefits, the grantee will forfeit their unvested 2019 TIP RSUs (collectively, the “Special Vesting Rules”).

The 2019 TIP also ~~provides~~provided for the following cash-based awards payable to certain employees, subject to continued employment through the respective vesting dates: (i) Tier 1 - $6.8 million payable in 2 equal installments as of December 31, 2020 and December 31, 2021; and (ii) Tier 2 - $2.5 million payable in 1 installment as of December 31, 2020. Such cash-based awards follow the Special Vesting Rules following a termination without cause or due to death or disability. ~~During 2019~~Since inception and through ~~September 30, 2020,~~March 31, 2021, the Company granted ~~$4.7 million and $2.3~~$3.6 million cash-based awards, net of forfeitures, under Tier 1, ~~and Tier 2 of the 2019 TIP, respectively,~~ which are being amortized over the period from the grant dates to December 31, ~~2021 and December 31, 2020, respectively.~~2021. The total amount amortized for ~~these~~this Tier 1 cash-based awards since the program's inception and through ~~September 30, 2020~~March 31, 2021 is approximately ~~$4.8~~$3.7 million, of which ~~$1.0 million~~

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(except where otherwise noted, all tabular amounts in millions, except share and ~~$3.5~~per share amounts)

$0.6 million were recorded during the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021. The amortization of such awards is recorded within "Acquisition, integration and divestiture costs" in the Company's ~~Unaudited~~ Consolidated Statements of Operations and Comprehensive Loss.

Long-Term Incentive Program.

During the first quarter of 2021, the Company granted approximately 1.5 million time-based RSU awards under the Stock Plan (the "2021 LTIP RSUs") to certain employees. The ~~Company's~~2021 LTIP RSUs ~~consist of~~are 100% time-based ~~RSUs~~ and performance-based RSUs. Time-based RSUs are generally scheduled to vest ratably over a 3-year service period, while performance-based RSUs are scheduled to vest based on the achievement of certain Company performance metrics and cliff-vest at the completion of a 3-year performance period.

~~The fair value of the LTIP and TIP RSUs is determined based on the NYSE closing share price on the grant date.~~

~~In connection with the announcement of the 2019 TIP,~~vests as follows: 50% in ~~August 2019 the Company also approved applying the Special Vesting Rules to outstanding, pre-existing LTIP RSUs, except that accelerated vesting~~March 2022; 25% in ~~the case of termination of employment without cause will apply only to any tranche of outstanding, pre-existing LTIP RSUs scheduled to vest~~March 2023; 25% in the 12-month period following termination, with any future tranches being forfeited. Prior to the approval of these Special Vesting Rules, while the outstanding, pre-existing LTIP RSUs would generally have accelerated vesting upon a change of control, they did not feature accelerated vesting for termination and, in such cases, they were entirely forfeited upon termination.March 2024.

During the first quarter of 2020, the Company granted approximately 1.3 million time-based and performance-based RSU awards under the Stock Plan (the "2020 LTIP RSUs")~~. During the second and third quarter of 2020, there were 0 grants under the 2020 LTIP RSUs.~~ to certain employees.

See the roll-forward table in the following sections of this Note 11 for activity related to the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Time-Based LTIP and TIP RSUs

The Company recognized $2.3 million of net compensation expense related to the time-based LTIP and TIP RSUs for the three months ended March 31, 2021. As of March 31, 2021, the Company had $21.2 million of total deferred compensation expense related to non-vested, time-based LTIP and TIP RSUs. The cost is recognized over the vesting period of the awards, as described above.

Performance-based LTIP RSUs

The Company recognized $0.4 million of net compensation expense related to the performance-based LTIP RSUs for the three months ended March 31, 2021. As of March 31, 2021, the Company had $13.4 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above.

~~Acceleration~~Time-Based LTIP and TIP RSUs

The Company recognized $2.3 million of ~~Vesting~~

~~Under~~net compensation expense related to the ~~aforementioned provisions for acceleration of vesting, as of September 30, 2020~~time-based LTIP and ~~since the time these provisions became effective in September 2019, 36,452 LTIP~~TIP RSUs ~~and 27,356 2019 TIP Tier 1 RSUs were vested on an accelerated basis due to involuntary terminations, resulting in accelerated amortization of approximately $1.2 million. In addition,~~ for the three ~~and nine~~ months ended ~~September 30, 2020 and under the same accelerated vesting provisions,~~March 31, 2021. As of March 31, 2021, the Company ~~also recorded approximately $0.2 million and $1.0~~had $21.2 million of ~~accelerated amortization in connection with~~total deferred compensation expense related to non-vested, time-based LTIP and TIP RSUs. The cost is recognized over the ~~cash portion~~vesting period of the ~~2019 TIP Tier 1 and Tier 2~~ awards, ~~that were vested on an accelerated basis due to involuntary terminations. See the roll-forward table in the following sections~~as described above.

Performance-based LTIP RSUs

The Company recognized $0.4 million of ~~this Note 11 for activity~~net compensation expense related to the ~~nine~~performance-based LTIP RSUs for the three months ended ~~September 30, 2020.~~

~~Table~~March 31, 2021. As of ~~Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~March 31, 2021, the Company had $13.4 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above.

During the nine months ended September 30, 2020, the activity related to time-based and performance-based RSUs previously granted to eligible employees and the grant date fair value per share related to these RSUs were as follows under the LTIP and 2019 TIP programs, respectively:

Time-Based LTIP Performance-Based LTIP
RSUs (000's) Weighted-Average Grant Date Fair Value per RSU RSUs (000's) Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2019
2019 TIP RSUs (b)
200.6 16.44 n/a —
LTIP RSUs:
2019 425.6 22.55 425.6 22.55
2018 241.9 19.00 364.7 19.00
2017 (a)
54.0 19.70 110.9 19.70
Total LTIP RSUs 721.5 901.2
Total LTIP and TIP RSUs Outstanding as of December 31, 2019 922.1 901.2
Granted
2019 TIP RSUs Granted (b)
11.7 10.24 n/a —
LTIP RSUs:
2020 626.6 14.96 626.7 14.96
2019 0 0 0 0
2018 0 0 0 0
2017 (a)
0 0 0 0
Total LTIP RSUs Granted 626.6 626.7
Vested
2019 TIP RSUs Vested (b)(c)
(27.3) 16.44 — —
LTIP RSUs:
2019 (c)
(133.9) 22.55 0 0
2018 (c)
(108.5) 19.32 0 0
2017 (a)(c)
(53.4) 19.70 (14.2) 19.70
Total LTIP RSUs Vested (295.8) (14.2)
Forfeited/Canceled
2019 TIP RSUs Forfeited/Canceled (b)
(36.8) 16.44 n/a —
LTIP RSUs:
2019 (83.3) 22.55 (112.1) 22.55
2018 (49.0) 17.56 (110.0) 17.97
2017 (a)
(0.6) 19.70 (96.7) 19.70
Total LTIP RSUs Forfeited/Canceled (132.9) (318.8)
Outstanding as of September 30, 2020
2019 TIP RSUs 148.2 15.95 n/a —
LTIP RSUs:
2020 626.6 14.96 626.7 14.96
2019 208.4 22.55 313.5 22.55
2018 84.4 19.43 254.7 19.45
2017 (a)
0 0 0 0
Total LTIP RSUs 919.4 1,194.9
Total LTIP and TIP RSUs Outstanding as of September 30, 2020 1,067.6 1,194.9

~~(a)~~ ~~The 2017 time-based and performance-based LTIP RSUs were recognized over a 2-year service and performance period (i.e., 2018 and 2019).~~

~~(b)~~ ~~The 2019 TIP provides for RSU awards that are only time-based.~~

~~(c)~~ Includes acceleration of vesting upon involuntary terminations for the nine months ended September 30, 2020 of 30,992 RSUs under the 2019 and 2018 LTIPs and of 27,356 RSUs under the 2019 TIP Tier I awards.

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

Time-Based LTIP and TIP RSUs

The Company recognized ~~$2.1 million and $5.9~~$2.3 million of net compensation expense related to the time-based LTIP and TIP RSUs for the three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~March 31, 2021. As of ~~September 30, 2020,~~March 31, 2021, the Company had ~~$12.8~~$21.2 million of total deferred compensation expense related to non-vested, time-based LTIP and TIP RSUs. The cost is recognized over the vesting period of the awards, as described above.

Performance-based LTIP RSUs

The Company recognized ~~$2.5 million and $1.3~~$0.4 million of net compensation expense related to the performance-based LTIP RSUs for the three ~~and nine~~ months ended September 30, 2020, respectively. The amount of net compensation expense recognized during the nine months ended September 30, 2020 was affected by adjustments to the awards' expected achievement rates made primarily as a result of the ongoing adverse impact of COVID-19 on the Company's results of operations.March 31, 2021. As of ~~September 30, 2020,~~March 31, 2021, the Company had ~~$18.9~~$13.4 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above.

Acceleration of Vesting

Under the aforementioned provisions for acceleration of vesting, as of March 31, 2021 and since the time these provisions became effective in September 2019, 50,593 LTIP RSUs and 41,913 2019 TIP Tier 1 RSUs were vested on an accelerated basis due to involuntary terminations, resulting in accelerated amortization of approximately $1.8 million. In addition as of March 31, 2021 and since the time this provision became effective in September 2019, the Company also recorded approximately $1.6 million of accelerated amortization in connection with the cash portion of the 2019 TIP Tier 1 that were vested on an accelerated basis due to involuntary terminations. See the roll-forward table in the following sections of this Note 11 for activity related to the three months ended March 31, 2021.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

During the three months ended March 31, 2021, the activity related to time-based and performance-based RSUs previously granted to eligible employees and the grant date fair value per share related to these RSUs were as follows under the LTIP and 2019 TIP programs, respectively:


	Time-Based LTIP	Performance-Based LTIP
	RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU		RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2020
2019 TIP RSUs (b)	58.8	$	15.95	n/a	$	—
LTIP RSUs:
2020	496.5	14.96		462.9	14.96
2019	169.3	22.55		255.3	22.55
2018	66.4	19.40		215.9	19.42
Total LTIP RSUs	732.2			934.1
Total LTIP and TIP RSUs Outstanding as of December 31, 2020	791.0			934.1
Granted
2019 TIP RSUs Granted	2.2	11.40		n/a	—
LTIP RSUs:
2021	1,487.2	10.59		0	0
2020	0	0		0	0
2019	0	0		0	0
2018	0	0		0	0
Total LTIP RSUs Granted	1,487.2			0
Vested
2020 TIP RSUs Vested (c)	(1.0)	16.44		—	—
LTIP RSUs:
2020 (c)	(181.4)	14.96		0	0
2019 (c)	(84.2)	22.55		0	0
2018)(c)	(65.9)	19.42		(38.5)	19.44
Total LTIP RSUs Vested	(331.5)			(38.5)
Forfeited/Canceled
2020 TIP RSUs Forfeited/Canceled (b)	(1.7)	16.44		n/a	—
LTIP RSUs:
2021	0	0		0	0
2020	(11.4)	14.96		(13.4)	14.96
2019	(3.1)	22.55		(7.8)	22.55
2018	(0.5)	16.80		(177.4)	19.42
Total LTIP RSUs Forfeited/Canceled	(15.0)			(198.6)
Outstanding as of March 31, 2021
2020 TIP RSUs	58.3	15.54		n/a	—
LTIP RSUs:
2021	1,487.2	10.59		0	0
2020	303.7	14.96		449.5	14.96
2019	82.0	22.55		247.5	22.55
2018	0	0		0	0
Total LTIP RSUs	1,872.9			697.0
Total LTIP and TIP RSUs Outstanding as of March 31, 2021	1,931.2			697.0

((a) The 2019 TIP provides for RSU awards that are only time-based.

(b) Includes acceleration of vesting upon involuntary terminations for the three months ended March 31, 2021 of 951 RSUs under the 2019 and 2018 LTIPs and of 710 RSUs under the 2019 TIP Tier I awards.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

12. INCOME TAXES

The Company's provision for income taxes represents federal, foreign, state and local income taxes. The Company's effective tax rate differs from the applicable federal statutory rate due to the effect of state and local income taxes, tax rates and income in foreign jurisdictions. The Company’s tax provision changes quarterly based on various factors including, but not limited to, the geographical level and mix of earnings; enacted tax legislation; foreign, state and local income taxes; tax audit settlements; and the interaction of various global tax strategies.

The Company recorded a provision for income taxes of $11.2 million (Products Corporation - provision for income taxes of $11.1 million) for the three months ended March 31, 2021 and a benefit from income taxes of $37.2 million (Products Corporation - benefit from income taxes of $36.9 million) for the three months ended March 31, 2020, respectively. The $48.4 million increase (Products Corporation - $48.0 million) in the provision for income taxes in the three months ended March 31, 2021, compared to the three months ended March 31, 2020, was primarily due to an increase in losses for which no tax benefit can be recognized. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, the Company used the annual effective tax rate method to calculate its tax provision. For the three months ended March 31, 2020, the Company concluded that the use of the cut-off tax rate method was more appropriate than the annual effective tax rate method, because the annual effective tax rate method would have not bebeen reliable due to its sensitivity to minimal changes in forecasted annual pre-tax earnings.

The ~~Company recorded a provision for income taxes of $1.9 million (Products Corporation - provision for income taxes of $2.3 million)~~Company's effective tax rate for the three months ended ~~September 30, 2020 and a benefit from income taxes~~March 31, 2021 was lower than the federal statutory rate of $2.1 million (Products Corporation - benefit from income taxes of $1.8 million) for the three months ended September 30, 2019, respectively. The $4.0 million decrease (Products Corporation - $4.1 million) in the ~~benefit from~~ ~~income taxes in the three months ended September 30, 2020, compared to the three months ended September 30, 2019, was~~21% primarily due ~~to: (i)~~to losses for which no tax benefit can be recognized. On March 11, 2021, President Biden signed into law the ~~mix~~“American Rescue Plan Act of 2021” (the "ARPA") which expands the Employee Retention Credit and ~~level~~the roster of ~~earnings; (ii) an increase in the U.S. tax~~‘covered employees’ under §162(m) deduction limits. The ARPA did not have a significant impact on the Company's foreign earnings; and (iii) increased tax expense from return to provision adjustments, partially offset primarily by an increase in tax benefit from the net change in valuation allowances related to the recognition of previously unrecognized tax losses in Canada.

The Company recorded a benefit from income taxes of $45.2 million (Products Corporation - benefit from income taxes of $44.2 million) for the nine months ended September 30, 2020 and a benefit from income taxes of $3.2 million (Products Corporation - benefit from income taxes of $2.4 million) for the nine months ended September 30, 2019, respectively. The $42.0 million increase (Products Corporation - $41.8 million) in the ~~benefit from~~ income taxes in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was primarily due to: (i) the increased loss from continuing operations before income taxes on which the tax benefit is recognized; (ii) the mix and level of earnings; and (iii) a reduction in the U.S. tax on the Company's foreign earnings, net of the impact of non-deductible impairment charges, partially offset by the net change in valuation allowances recorded related to the limitation on the deductibility of interest.Company’s financial results.

The Company's effective tax rate for the three months ended September 30, 2020 was lower than the federal statutory rate of 21% primarily due the mix and level of earnings and the change in valuation allowance related to the limitation on the deductibility of interest. The Company's effective tax rate for the nine months ended September 30,March 31, 2020 was lower than the federal statutory rate of 21% primarily due to the impact of non-deductible impairment charges and the valuation allowance related to the limitation on the deductibility of interest, partially offset by the impact of the "Coronavirus Aid, Relief and Economic Security Act" (the "CARES Act"), signed into law on March 27, 2020 by President Trump, which resulted in a partial release of a valuation allowance on the Company's 2019 federal tax attributes associated with the limitation on the deductibility of interest.

The CARES Act, among other things, includes provisions providing for refundable payroll tax credits, the deferral of employer social security tax payments, acceleration of alternative minimum tax credit refunds and the increase of the net interest deduction limitation from 30% to 50%. The Company ~~continues to examine~~has adopted the ~~impact that~~net interest deduction limitation of 50% for the taxable period ending December 31, 2020 as outlined in the CARES ~~Act may have on its results of operations, financial condition and/or financial statement disclosures.~~

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

The Company's effective tax rate for the three months and nine months ended September 30, 2019 was lower than the federal statutory rate of 21%, primarily due to the valuation allowance related to the limitation on the deductibility of interest and the U.S. tax on the Company's foreign earnings.

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.

Act.

In assessing the recoverability of its deferred tax assets, the Company continually evaluates all available positive and negative evidence to assess the amount of deferred tax assets for which it is more likely than not to realize a benefit. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and it in no way limits the Company's ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts.

As of September 30, 2020, the Company concluded that, based on its evaluation of objectively verifiable evidence, it does not require a valuation allowance on its federal deferred tax assets, other than those associated with the limitation on the deductibility of interest. The Company does have a valuation allowance on deferred tax assets associated with its activity in certain U.S. states and foreign jurisdictions. These conclusions regarding the establishment of valuation allowances on the Company's deferred tax assets as of the end of the third quarter of 2020 are consistent with the Company's conclusions on such matters as compared to prior quarters.The key assumptions used to determine positive and negative evidence included the Company’s cumulative taxable loss for the past three years, future reversals of existing taxable temporary differences, the Company's cost reduction initiatives and other efficiency efforts, as well as certain assumptions regarding COVID-19's expected impact on the Company.Potential negative evidence, including, among other things, any further worsening of the economies in the jurisdictions in which the Company operates and any future reduced profitability in such jurisdictions could result in additional valuation allowances which would reduce the Company's future deferred tax assets. In such event, the Company's tax expense would likely materially increase in the period the valuation allowance is recognized and adversely impact the Company's results of operations and statement of financial condition in such period. The Company will continue to monitor the circumstances that would require it to establish an additional valuation allowance on its deferred tax assets. Accordingly, depending on future evidence that may become available, the Company's assessments regarding its valuation allowance position may change.

For further information, see Note ~~14,~~13, "Income Taxes," to the Consolidated Financial Statements in the Company's ~~2019~~2020 Form 10-K and Item 1A. “Risk ~~Factors-Uncertainties~~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 the Company's ~~2019~~2020 Form 10-K.

13. ACCUMULATED OTHER COMPREHENSIVE LOSS

A roll-forward of the Company's accumulated other comprehensive loss as of ~~September 30, 2020~~March 31, 2021 is as follows:

Foreign Currency Translation Actuarial (Loss) Gain on Post-retirement Benefits Other Accumulated Other Comprehensive Loss
Balance at January 1, 2020 $ (27.3) $ (219.8) $ (0.3) $ (247.4)
Foreign currency translation adjustment 7.3 — — 7.3
Amortization of pension related costs, net of tax of $0.7 million(a)
— 9.3 — 9.3
Other comprehensive (loss) gain $ 7.3 $ 9.3 $ 0 $ 16.6
Balance at September 30, 2020 $ (20.0) $ (210.5) $ (0.3) $ (230.8)


	Foreign Currency Translation		Actuarial (Loss) Gain on Post-retirement Benefits		Other		Accumulated Other Comprehensive Loss







Balance at January 1, 2021	$	(17.1)	$	(260.5)	$	(0.3)	$	(277.9)
Foreign currency translation adjustment, net of tax of NaN million	(4.9)		—		—		(4.9)
Amortization of pension related costs, net of tax of NaN million (a)	—		3.5		—		3.5




Other comprehensive (loss) gain	$	(4.9)	$	3.5	$	0	$	(1.4)
Balance at March 31, 2021	$	(22.0)	$	(257.0)	$	(0.3)	$	(279.3)

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(a) Amounts represent the change in accumulated other comprehensive loss as a result of the amortization of actuarial losses (gains) arising during each year related to the Company’s pension and other post-retirement plans. See Note 10, "Pension and Post-retirement Benefits," for further information on the Company’s pension and other post-retirement plans.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company did not have any activity related to ~~financial~~derivative instruments.

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~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

14. SEGMENT DATA AND RELATED INFORMATION

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 ~~Unaudited~~ 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.

~~As of September 30, 2020, the Company’s operations~~The Company operates in 4 brand-centric reporting units that are ~~organized into the following reportable segments:~~

•~~Revlon~~ ~~- The Revlon segment is comprised of~~aligned with its organizational structure based on 4 global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which represent 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~~ ~~andElizabeth 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~~ ~~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)~~ ~~JuicyCouture~~ ~~(which are also sold direct-to-consumer on its juicycouturebeauty.com website),~~ ~~JohnVarvatos~~ ~~and~~ ~~AllSaints~~ ~~in prestige fragrances; (ii)~~ ~~BritneySpears~~, ~~ElizabethTaylor~~, ~~ChristinaAguilera~~, ~~JenniferAniston~~ ~~and~~ ~~MariahCarey~~ ~~in celebrity fragrances; and (iii)~~ ~~Curve~~, ~~GiorgioBeverlyHills~~, ~~Ed Hardy~~, ~~Charlie~~, ~~Lucky Brand~~, ~~‹PS›~~ ~~(logo of former Paul Sebastian brand),~~ ~~AlfredSung~~, ~~Halston~~, ~~GeoffreyBeene~~ ~~and~~ ~~WhiteDiamonds~~ ~~in mass fragrances.~~4 reporting segments.

The Company's management evaluates segment profit for each of the Company's reportable segments. The Company allocates corporate expenses to each reportable segment to arrive at segment profit, and these expenses are 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 reportable segments' underlying operating performance. Such items are shown below in the table reconciling segment profit to consolidated income from continuing operations before income taxes. The Company does not have any material inter-segment sales.

The accounting policies for each of the reportable segments are the same as those described in the Company's 2020 Form 10-K, in Note 1, "Description of Business and Summary of Significant Accounting Policies." The Company's assets and liabilities are managed centrally and

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

are reported internally in the same manner as the ~~Unaudited~~ Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's Chief Executive Officer or included in these ~~Unaudited~~ Consolidated Financial Statements.

The following table is a comparative summary of the Company’s net sales and segment profit for Revlon and Products Corporation by reportable segment for the periods presented.

~~Revlon, Inc.~~

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Segment Net Sales:
Revlon $ 166.0 $ 217.3 $ 482.8 $ 716.1
Elizabeth Arden 106.3 123.2 282.4 352.0
Portfolio 99.6 118.2 298.1 354.1
Fragrances 105.2 138.1 214.4 298.0
Total $ 477.1 $ 596.8 $ 1,277.7 $ 1,720.2
Segment Profit:
Revlon $ 13.5 $ 7.3 $ 41.4 $ 58.5
Elizabeth Arden 3.4 12.5 18.4 17.1
Portfolio 12.2 14.4 33.9 25.0
Fragrances 25.4 34.2 34.6 53.6
Total $ 54.5 $ 68.4 $ 128.3 $ 154.2
Reconciliation:
Total Segment Profit $ 54.5 $ 68.4 $ 128.3 $ 154.2
Less:
Depreciation and amortization 35.1 38.9 108.3 124.6
Non-cash stock compensation expense 5.1 3.9 8.6 7.7
Non-Operating items:
Restructuring and related charges 4.5 5.4 61.2 27.4
Acquisition, integration and divestiture costs 0.9 0.1 4.2 0.7
Gain on divested assets (1.1) 0 (0.5) 0
Financial control remediation and sustainability actions and related charges 0.7 3.4 8.5 9.8
Excessive coupon redemptions 0 0 4.2 0
COVID-19 charges 9.7 0 35.1 0
Capital structure and related charges 9.3 0 9.3 0
Impairment charges 0 0 144.1 0
Operating (loss) income (9.7) 16.7 (254.7) (16.0)
Less:
Interest Expense 68.7 50.2 178.0 145.7
Amortization of debt issuance costs 7.8 3.7 17.8 10.4
Gain on early extinguishment of debt (31.2) 0 (43.1) 0
Foreign currency (gains) losses, net (9.8) 7.6 9.1 9.0
Miscellaneous, net (2.6) 1.7 13.9 7.6
Loss from continuing operations before income taxes $ (42.6) $ (46.5) $ (430.4) $ (188.7)

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

Revlon, Inc.




	Three Months Ended March 31,
		2021		2020
Segment Net Sales:
Revlon		$	162.0	$	181.8
Elizabeth Arden		112.2		95.2
Portfolio		96.0		110.0
Fragrances		74.8		66.0
Total		$	445.0	$	453.0

Segment Profit:
Revlon		$	8.0	$	15.6
Elizabeth Arden		9.2		4.2
Portfolio		13.1		7.2
Fragrances		7.9		1.4
Total		$	38.2	$	28.4

Reconciliation:
Total Segment Profit		$	38.2	$	28.4
Less:

Depreciation and amortization		33.3		36.8
Non-cash stock compensation expense		3.1		2.4
Non-Operating items:
Restructuring and related charges		7.3		34.4
Acquisition, integration and divestiture costs		0.6		2.1
Loss on divested assets		0		0.8
Financial control remediation and sustainability actions and related charges		0.2		2.1
Excessive coupon redemptions		0		4.2
COVID-19 charges		6.2		7.5


Capital structure and related charges		0.2		0
Impairment charges		0		124.3



Operating loss		(12.7)		(186.2)
Less:
Interest Expense		58.9		48.4

Amortization of debt issuance costs		8.7		4.0


Foreign currency losses, net		3.3		16.6
Miscellaneous, net		1.2		(4.1)
Loss from operations before income taxes		$	(84.8)	$	(251.1)

Table of Contents

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Products Corporation


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Segment Net Sales:	Segment Net Sales:									Segment Net Sales:
Revlon	Revlon	$	166.0	$	217.3	$	482.8	$	716.1	Revlon		$	162.0	$	181.8
Elizabeth Arden	Elizabeth Arden	106.3		123.2		282.4		352.0		Elizabeth Arden		112.2		95.2
Portfolio	Portfolio	99.6		118.2		298.1		354.1		Portfolio		96.0		110.0
Fragrances	Fragrances	105.2		138.1		214.4		298.0		Fragrances		74.8		66.0
Total	Total	$	477.1	$	596.8	$	1,277.7	$	1,720.2	Total		$	445.0	$	453.0

Segment Profit:	Segment Profit:									Segment Profit:
Revlon	Revlon	$	14.2	$	7.9	$	43.6	$	60.6	Revlon		$	8.4	$	16.4
Elizabeth Arden	Elizabeth Arden	3.8		13.0		19.7		18.2		Elizabeth Arden		9.5		4.6
Portfolio	Portfolio	12.6		14.7		35.3		26.0		Portfolio		13.2		7.7
Fragrances	Fragrances	25.9		34.6		35.6		54.5		Fragrances		8.1		1.7
Total	Total	$	56.5	$	70.2	$	134.2	$	159.3	Total		$	39.2	$	30.4

Reconciliation:	Reconciliation:									Reconciliation:
Total Segment Profit	Total Segment Profit	$	56.5	$	70.2	$	134.2	$	159.3	Total Segment Profit		$	39.2	$	30.4
Less:	Less:									Less:

Depreciation and amortization	Depreciation and amortization	35.1		38.9		108.3		124.6		Depreciation and amortization		33.3		36.8
Non-cash stock compensation expense	Non-cash stock compensation expense	5.1		3.9		8.6		7.7		Non-cash stock compensation expense		3.1		2.4
Non-Operating items:	Non-Operating items:									Non-Operating items:
Restructuring and related charges	Restructuring and related charges	4.5		5.4		61.2		27.4		Restructuring and related charges		7.3		34.4
Acquisition, integration and divestiture costs	Acquisition, integration and divestiture costs	0.9		0.1		4.2		0.7		Acquisition, integration and divestiture costs		0.6		2.1
Gain on divested assets		(1.1)		0		(0.5)		0
Loss on divested assets										Loss on divested assets		0		0.8
Financial control remediation and sustainability actions and related charges	Financial control remediation and sustainability actions and related charges	0.7		3.4		8.5		9.8		Financial control remediation and sustainability actions and related charges		0.2		2.1

Excessive coupon redemptions	Excessive coupon redemptions	0		0		4.2		0		Excessive coupon redemptions		0		4.2
COVID-19 charges	COVID-19 charges	9.7		0		35.1		0		COVID-19 charges		6.2		7.5
Capital structure and related charges	Capital structure and related charges	9.3		0		9.3		0		Capital structure and related charges		0.2		0
Impairment charge	Impairment charge	0		0		144.1		0		Impairment charge		0		124.3

Operating (loss) income		(7.7)		18.5		(248.8)		(10.9)
Operating loss										Operating loss		(11.7)		(184.2)
Less:	Less:									Less:
Interest Expense	Interest Expense	68.7		50.2		178.0		145.7		Interest Expense		58.9		48.4

Amortization of debt issuance costs	Amortization of debt issuance costs	7.8		3.7		17.8		10.4		Amortization of debt issuance costs		8.7		4.0

Gain on early extinguishment of debt		(31.2)		0		(43.1)		0
Foreign currency (gains) losses, net		(9.8)		7.6		9.1		9.0

Foreign currency losses, net										Foreign currency losses, net		3.3		16.6
Miscellaneous, net	Miscellaneous, net	(2.6)		1.7		13.9		7.6		Miscellaneous, net		1.2		(4.1)
Loss from continuing operations before income taxes		$	(40.6)	$	(44.7)	$	(424.5)	$	(183.6)
Loss from operations before income taxes										Loss from operations before income taxes		$	(83.8)	$	(249.1)

As of ~~September 30, 2020,~~March 31, 2021, the Company had operations established in approximately 25 countries outside of the U.S. and its products are sold throughout the world. Generally, net sales by geographic area are presented by attributing revenues from external customers on the basis of where the products are sold.

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables present the Company's segment net sales by geography and total net sales by classes of similar products for the periods presented:


		Three Months Ended September 30, 2020										Nine Months Ended September 30, 2020											Three Months Ended March 31, 2021
		Revlon		Elizabeth Arden		Portfolio		Fragrances		Total		Revlon		Elizabeth Arden		Portfolio		Fragrances		Total				Revlon		Elizabeth Arden		Portfolio		Fragrances		Total
Geographic Area(1):
Geographic Area:																						Geographic Area:
Net Sales	Net Sales																					Net Sales
North America	North America	$	86.4	$	30.5	$	59.9	$	79.2	$	256.0	$	265.6	$	66.9	$	182.8	$	151.1	$	666.4	North America		$	83.0	$	28.4	$	63.5	$	51.3	$	226.2
EMEA*	EMEA*	41.4		25.3		32.8		18.8		118.3		105.2		64.9		93.6		44.4		308.1		EMEA*		37.6		26.0		24.9		15.6		104.1
Asia	Asia	12.1		43.3		0.4		2.7		58.5		33.6		135.5		1.6		8.1		178.8		Asia		11.0		51.6		0.7		3.0		66.3
Latin America*	Latin America*	11.3		2.5		3.3		1.5		18.6		35.3		3.5		11.6		2.6		53.0		Latin America*		11.4		1.3		3.1		2.3		18.1
Pacific*	Pacific*	14.8		4.7		3.2		3.0		25.7		43.1		11.6		8.5		8.2		71.4		Pacific*		19.0		4.9		3.8		2.6		30.3
		$	166.0	$	106.3	$	99.6	$	105.2	$	477.1	$	482.8	$	282.4	$	298.1	$	214.4	$	1,277.7			$	162.0	$	112.2	$	96.0	$	74.8	$	445.0

Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Revlon Elizabeth Arden Portfolio Fragrances Total Revlon Elizabeth Arden Portfolio Fragrances Total
Geographic Area(1):
Net Sales
   North America $ 100.0 $ 29.5 $ 71.4 $ 98.6 $ 299.5 367.9 83.9 214.5 198.4 $ 864.7
   EMEA* 48.1 37.3 38.4 26.8 150.6 153.3 95.8 111.0 68.9 429.0
   Asia 30.1 46.5 1.0 4.0 81.6 78.4 148.1 3.2 12.8 242.5
   Latin America* 18.8 2.2 4.5 3.1 28.6 56.2 7.2 16.2 7.1 86.7
   Pacific* 20.3 7.7 2.9 5.6 36.5 60.3 17.0 9.2 10.8 97.3
$ 217.3 $ 123.2 $ 118.2 $ 138.1 $ 596.8 $ 716.1 $ 352.0 $ 354.1 $ 298.0 $ 1,720.2

(1) During the first quarter of 2020, the Company changed the presentation of its Travel Retail business, which previously was included in its EMEA Region, as it is currently presented within each geographic area in accordance with the location of the retail customer. Travel Retail net sales represented approximately 2.0% and 4.6% of the Company's total net sales for the third quarter of 2020 and 2019, respectively, and 2.2% and 4.9% of the Company's total net sales for the nine months ended September 30, 2020 and 2019, respectively. Prior year amounts have been updated to reflect the current year presentation.


	Three Months Ended March 31, 2020
		Revlon		Elizabeth Arden		Portfolio		Fragrances		Total
Geographic Area:
Net Sales
North America		99.1		21.4		70.8		42.2		$	233.5
EMEA*		37.3		25.9		30.6		16.3		110.1
Asia		14.7		43.1		0.5		3.4		61.7
Latin America*		14.0		0.8		4.9		0.8		20.5
Pacific*		16.7		4.0		3.2		3.3		27.2
		$	181.8	$	95.2	$	110.0	$	66.0	$	453.0

* The EMEA region includes Europe, the Middle East and Africa; the Latin America region includes Mexico, Central America and South America; and the Pacific region includes Australia and New Zealand.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2020			2019			2020			2019					2021	2020
Classes of similar products:	Classes of similar products:													Classes of similar products:
Net sales:	Net sales:													Net sales:
Color cosmetics	Color cosmetics	$	104.7	22%	$	173.6	29%	$	305.3	24%	$	569.9	33%	Color cosmetics			$	113.4	26%	$	130.0	29%
Fragrance	Fragrance	141.6		30%	183.7		31%	300.5		24%	411.1		24%	Fragrance			107.4		24%	94.9		21%
Hair care	Hair care	115.9		24%	120.5		20%	338.0		26%	379.0		22%	Hair care			109.7		25%	116.7		26%
Beauty care	Beauty care	50.4		11%	43.6		7%	141.9		11%	132.7		8%	Beauty care			37.8		8%	46.1		10%
Skin care	Skin care	64.5		13%	75.4		13%	192.0		15%	227.5		13%	Skin care			76.7		17%	65.3		14%
		$	477.1		$	596.8		$	1,277.7		$	1,720.2					$	445.0		$	453.0

The following table presents the Company's long-lived assets by geographic area:


	March 31, 2021			December 31, 2020
Long-lived assets, net:
United States	$	1,176.3	83%	$	1,194.9	82%
International	246.9		17%	260.7		18%
	$	1,423.2		$	1,455.6

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

~~The following table presents the Company's long-lived assets by geographic area as of September 30, 2020 and December 31, 2019:~~

September 30, 2020 December 31, 2019
Long-lived assets, net:
United States $ 1,208.1 82% $ 1,414.0 83%
International 259.3 18% 280.1 17%
$ 1,467.4 $ 1,694.1

15. REVLON, INC. BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE

Shares used in calculating Revlon's basic loss per share are computed using the weighted-average number of Revlon's shares of Class A Common Stock outstanding during each period. Shares used in diluted loss per share include the dilutive effect of unvested restricted stock, LTIP RSUs and TIP RSUs under the Company’s Stock Plan using the treasury stock method. For the respective periods ended September 30, 2020 and 2019, Revlon's diluted loss per share equals basic loss per share, as the assumed vesting of restricted stock, LTIP RSUs and TIP RSUs would have an anti-dilutive effect. As of September 30, 2020 and 2019, there were 0 outstanding stock options under the Company's Stock Plan. See Note 11, "Stock Compensation Plan," for information on the LTIP and TIP RSUs.

Following are the components of Revlon's basic and diluted loss per common share for the periods presented:


		Three months ended September 30,				Nine months ended September 30,					Three months ended March 31,
		2020		2019		2020		2019				2021		2020
Numerator:	Numerator:									Numerator:
Loss from continuing operations, net of taxes		$	(44.5)	$	(44.4)	$	(385.2)	$	(185.5)
(Loss) income from discontinued operations, net of taxes		0		(0.3)		0		2.0

Net loss	Net loss	$	(44.5)	$	(44.7)	$	(385.2)	$	(183.5)	Net loss		$	(96.0)	$	(213.9)
Denominator:	Denominator:									Denominator:
Weighted-average common shares outstanding – Basic	Weighted-average common shares outstanding – Basic	53,476,354		53,129,004		53,371,986		53,057,154		Weighted-average common shares outstanding – Basic		53,653,449		53,167,453
Effect of dilutive restricted stock and RSUs	Effect of dilutive restricted stock and RSUs	0		0		0		0		Effect of dilutive restricted stock and RSUs		0		0
Weighted-average common shares outstanding – Diluted	Weighted-average common shares outstanding – Diluted	53,476,354		53,129,004		53,371,986		53,057,154		Weighted-average common shares outstanding – Diluted		53,653,449		53,167,453
Basic and Diluted (loss) earnings per common share:	Basic and Diluted (loss) earnings per common share:									Basic and Diluted (loss) earnings per common share:
Continuing operations		$	(0.83)	$	(0.84)	$	(7.22)	$	(3.50)
Discontinued operations		0		0		0		0.04

Net loss per common share	Net loss per common share	$	(0.83)	$	(0.84)	$	(7.22)	$	(3.46)	Net loss per common share		$	(1.79)	$	(4.02)

Unvested restricted stock and RSUs under the Stock Plan(a)	Unvested restricted stock and RSUs under the Stock Plan(a)	0		314,478		0		406,854		Unvested restricted stock and RSUs under the Stock Plan(a)		376,812		300,787

(a) These are outstanding common stock equivalents that were not included in the computation of Revlon's diluted earnings per common share because their inclusion would have had an anti-dilutive effect.

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

16. CONTINGENCIES

OnCitibank Litigation

In the matter captioned In re Citibank August ~~12,~~11, 2020 ~~UMB Bank, National Association (“UMB”~~Wire Transfers, No. 20-cv-06539-JMF (S.D.N.Y. Feb. 16, 2021) (the “Citi Decision”), ~~purporting~~the United States District Court for the Southern District of New York held that certain wire transfers mistakenly paid by Citibank, N.A. (“Citi”) from its own funds on August 11, 2020 to ~~act as successor agent~~holders of term loans issued to Revlon under ~~the~~a Term Credit Agreement dated as of September 7, 2016 (as amended, asthe “2016 Facility”) were final and complete transactions not subject to revocation. The wire payments at issue were made to all lenders under the 2016 Facility in amounts equaling the principal and interest outstanding on the loans at that time. Certain lenders that received the payments returned the funds soon after the mistaken transfer, but holders of ~~May 7, 2020~~approximately $504 million did not, and as ~~otherwise amended, restated, supplemented or otherwise modified from time~~a result of the Citi Decision those lenders are entitled to ~~time,~~keep the ~~“2016 Credit Agreement”), filed~~funds in discharge of their debt.

Citi has appealed the Citi Decision. Citi has also asserted subrogation rights, but, as yet, there has been no determination of those rights (if any) under the 2016 Facility and Revlon has not taken a ~~lawsuit, titled UMB Bank, National Association v. Revlon, Inc. et al., against Revlon, Inc., Products Corporation, several~~position on this issue. In these circumstances, it is the current intention of Products Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Citibank, Jefferies Finance LLC, Jefferies LLC, and Ares Corporate Opportunities Fund V, in the ~~U.S. District Court for~~Company to continue to make the ~~Southern District of New York (the “Complaint”). The Complaint alleged various claims, stemming from alleged breaches~~scheduled payments under the 2016 Facility as if the full amount of the 2016 Credit Agreement. The Company believes that this lawsuit was without merit. On November 6, 2020, having failed to serve the lawsuit on any defendant or make any effort to pursue the case, UMB Bank dismissed the case without prejudice to its right to refile it at a later date.Facility remains outstanding.

The Company is ~~also~~ 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.

17. RELATED PARTY TRANSACTIONS

Transfer and Reimbursement Agreements

Revlon, Products Corporation and MacAndrews & Forbes have entered into reimbursement agreements (the "Reimbursement Agreements") pursuant to which: (i) MacAndrews & Forbes is obligated to provide (directly or through its affiliates) certain professional and administrative services, including, without limitation, employees, to the Company, and to purchase services from third-party providers, such as insurance, legal, accounting and air transportation services, on behalf of the Company, to the extent requested by Products Corporation; and (ii) Products Corporation is obligated to provide certain

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

professional and administrative services, including, without limitation, employees, to MacAndrews & Forbes and to purchase services from third-party providers, such as insurance, legal and accounting services, on behalf of MacAndrews & Forbes, to the extent requested by MacAndrews & Forbes, provided that in each case the performance of such services does not cause an unreasonable burden to MacAndrews & Forbes or Products Corporation, as the case may be.

The Company reimburses MacAndrews & Forbes for the allocable costs of the services that MacAndrews & Forbes purchases for or provides to the Company and for the reasonable out-of-pocket expenses that MacAndrews & Forbes incurs in connection with the provision of such services. MacAndrews & Forbes reimburses Products Corporation for the allocable costs of the services that Products Corporation purchases for or provides to MacAndrews & Forbes and for the reasonable out-of-pocket expenses incurred by Products Corporation in connection with the purchase or provision of such services. Each of the Company, on the one hand, and MacAndrews & Forbes, on the other, has agreed to indemnify the other party for losses arising out of the services provided by it under the Reimbursement Agreements, other than losses resulting from its willful misconduct or gross negligence.

The Reimbursement Agreements may be terminated by either party on 90 days' notice. The Company does not intend to request services under the Reimbursement Agreements unless their costs would be at least as favorable to the Company as could be obtained from unaffiliated third parties.

The Company participates in MacAndrews & Forbes' directors and officers liability insurance program (the "D&O Insurance Program"), as well as its other insurance coverages, such as property damage, business interruption, liability and other coverages, which cover the Company, as well as MacAndrews & Forbes and its subsidiaries. The limits of coverage for certain of the policies are available on an aggregate basis for losses to any or all of the participating companies and their respective directors and officers. The Company reimburses MacAndrews & Forbes from time-to-time for their allocable portion of the premiums for such coverage or the Company pays the insurers directly, which premiums the Company believes are more favorable than the premiums that the Company would pay were it to secure stand-alone coverage. Any amounts paid by the Company directly to MacAndrews & Forbes in respect of premiums are included in the amounts paid under the Reimbursement Agreements. To ensure the availability of directors and officers liability insurance coverage through January 2023, the Company and MacAndrews & Forbes agreed to collectively make payments under MacAndrews & Forbes’ D&O Insurance Program. In furtherance of such arrangement, ~~on July 28,~~during 2020, the Company made a payment of approximately ~~$3.86~~$5.3 million to MacAndrews & Forbes under the Reimbursement Agreements. ~~The~~Consequently, as of March 31, 2021, the Company ~~expects to make a further payment of approximately $1.4 million in July 2021~~has 0 balance outstanding in respect of its participation in the D&O Insurance Program.

The net activity related to services purchased under the Transfer and Reimbursement Agreements during the three months ended March 31, 2021 and 2020 was approximately $0.1 million and $0.3 million income, respectively. As of March 31, 2021 and December 31, 2020, a receivable balance of $0.1 million at both dates from MacAndrews & Forbes was included in the Company's Unaudited Consolidated Balance Sheet for transactions subject to the Transfer and Reimbursement Agreements.

Tax Sharing Agreements

As a result of a debt-for-equity exchange transaction completed in March 2004 (the "2004 Revlon Exchange Transactions"), as of March 25, 2004, Revlon, Products Corporation and their U.S. subsidiaries were no longer included in the MacAndrews & Forbes Group for U.S. federal income tax purposes.

Registration Rights Agreement

Prior to the consummation of Revlon's initial public equity offering in February 1996, Revlon and Revlon Worldwide Corporation (which subsequently merged into REV Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of MacAndrews & Forbes ("REV Holdings")), the then direct parent of Revlon entered into a registration rights agreement (the "Registration Rights Agreement"). In February 2003, MacAndrews & Forbes executed a joinder agreement to the Registration Rights Agreement, pursuant to which REV Holdings, MacAndrews & Forbes and certain transferees of Revlon's Common Stock held by REV Holdings (the "Holders") have the right to require Revlon to register under the Securities Act all or part of the Class A Common Stock owned by such Holders, including, without limitation, the shares of Class A Common Stock purchased by MacAndrews & Forbes in connection with Revlon's 2003 $50.0 million equity rights offering and the shares of Class A Common Stock which were issued to REV Holdings upon its conversion of all 3,125,000 shares of its Class B Common Stock in October 2013 (a "Demand Registration"). In connection with closing the 2004 Revlon Exchange Transactions and pursuant to the 2004 Investment Agreement, MacAndrews & Forbes executed a joinder agreement that provided that MacAndrews & Forbes would also be a Holder under the Registration Rights Agreement and that all shares acquired by MacAndrews & Forbes pursuant to the 2004 Investment Agreement are deemed to be registrable securities under the Registration Rights Agreement. This included all of the shares of Class A Common Stock acquired by MacAndrews & Forbes in connection with Revlon’s March 2006 $110 million rights offering of shares of its Class A Common Stock and related private placement to MacAndrews & Forbes, and Revlon’s January 2007 $100 million rights offering of shares of its

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

~~The net activity~~Class A Common Stock and related private placement to ~~services purchased~~MacAndrews & Forbes. Pursuant to the Registration Rights Agreement, in 2009 Revlon registered under the ~~Reimbursement Agreements during the nine months ended September 30, 2020 and 2019 was $0.6 million income and $0.3 million expense, respectively. As~~Securities Act all 9,336,905 shares of ~~September 30, 2020 and December 31, 2019, a receivable balance of $0.3 million from, and a payable balance of $0.2 million~~Class A Common Stock issued to MacAndrews & Forbes ~~respectively, were included~~ in the ~~Company's Unaudited Consolidated Balance Sheet~~2009 Exchange Offer, in which, among other things, Revlon issued to MacAndrews & Forbes shares of Class A Common Stock at a ratio of one share of Class A Common Stock for ~~transactions subject~~each $5.21 of outstanding principal amount of the then-outstanding Senior Subordinated Term Loan that MacAndrews & Forbes contributed to ~~the Reimbursement Agreements.~~Revlon

~~2020 Restated Line~~Revlon may postpone giving effect to a Demand Registration for a period of ~~Credit Facility~~up to 30 days if Revlon believes such registration might have a material adverse effect on any plan or proposal by Revlon with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or if Revlon is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or could result in other material adverse consequences to Revlon. In addition, the Holders have the right to participate in registrations by Revlon of its Class A Common Stock (a "Piggyback Registration"). The Holders will pay all out-of-pocket expenses incurred in connection with any Demand Registration. Revlon will pay any expenses incurred in connection with a Piggyback Registration, except for underwriting discounts, commissions and expenses attributable to the shares of Class A Common Stock sold by such Holders.

~~See Note 7, "Debt," in this Form 10-Q regarding the 2020 Restated Line~~As of ~~Credit Facility between Products Corporation and~~March 31, 2021, MacAndrews & Forbes ~~Group, LLC.~~beneficially owned approximately 86.4% of Revlon's Class A Common Stock, which at such date was Revlon's only class of capital stock outstanding. As a result, MacAndrews & Forbes is able to elect Revlon’s entire Board of Directors and control the vote on all matters submitted to a vote of Revlon's stockholders. MacAndrews & Forbes is beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of Revlon’s and Product Corporation's Board of Directors.

Other

Certain of Products Corporation’s debt obligations, including the 2016 Credit Agreements and Products Corporation's Senior Notes, have been, and may in the future be, supported by, among other things, guarantees from all of Products Corporation's domestic subsidiaries (subject to certain limited exceptions) and, for the 2016 Credit Agreements, guarantees from Revlon. The obligations under such guarantees are secured by, among other things, all of the capital stock of Products Corporation and, its domestic subsidiaries (subject to certain limited exceptions) and 66% of the capital stock of Products Corporation's and its domestic subsidiaries' first-tier foreign subsidiaries.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company engaged several companies in which MacAndrews & Forbes had a controlling interest to provide the Company with various ordinary course business services. These services included processing approximately ~~$28.2~~$2.5 million and ~~$19.8~~$13.0 million of coupon redemptions for the Company's retail customers for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, for which the Company incurred fees of approximately ~~$0.8~~$0.1 million and ~~$0.5~~$0.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, and other similar advertising, coupon redemption and raw material supply services, for which the Company had net payables aggregating to approximately ~~$0.4~~$0.1 million and ~~$0.5~~$0.3 million ~~for the nine months ended September 30,~~as of March 31, 2021 and December 31, 2020, ~~and 2019,~~ respectively. As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, a~~2020, payable ~~balance~~balances of ~~approximately $1.7~~less than $0.1 million and ~~$5.5~~approximately $0.6 million, respectively, were included in the Company's Consolidated Balance Sheet for the aforementioned coupon redemption services. The Company believes that its engagement of each of these affiliates was on arm's length terms, taking into account each firm's expertise in its respective field, and that the fees paid or received were at least as favorable as those available from unaffiliated parties.

In April 2020, in connection with the organizational measures taken by the Company in response to COVID-19, the Company and Ms. Debbie Perelman, the Company’s President and Chief Executive Officer and a member of Revlon’s and Products Corporation’s Boards of Directors, agreed in writing that, effective on or about April 11, 2020, Ms. Perelman’s base salary would be reduced by 40% to $675,000, less all applicable withholdings and deductions, during the span of COVID-19. The Chairman of the Compensation Committee has the authority to reinstate Ms. Perelman’s base salary in effect immediately prior to such amendment at any time he deems appropriate, in his sole discretion, exercised reasonably. In July 2020, the Chairman of the Compensation Committee, acting pursuant to his delegated authority, partially reinstated Ms. Perelman’s base salary to the same 25% reduction applicable to the other members of the Company’s Executive Leadership Team. In late September 2020, the Company's CEO adjusted the initial COVID-driven 25% reduction in the base salary for members of its Executive Leadership Team to a 20% reduction. Also in connection with such COVID-19 measures, in March 2020, the Company agreed in writing with each of Ms. Mitra Hormozi and Mr. E. Scott Beattie that, effective April 1, 2020, their provision of advisory services to the Company was suspended, and payment of their consulting fees was also suspended. In connection with Ms. Hormozi’s resignation from the Board in July 2020, the Company and Ms. Hormozi terminated her Consulting Agreement, dated as of November 7, 2019, as amended, which Consulting Agreement had previously been suspended as part of the organizational cost-reduction measures taken by the Company in response to the ongoing COVID-19 pandemic. The Company’s CEO may reinstate Mr. Beattie’s advisory services and payment of his consulting fees at the appropriate time, in her sole discretion, exercised reasonably. See Note 19, "Subsequent Events."

As previously disclosed in the Company’s 2019 Form 10-K, prior to this suspension of services and payments, in March 2020, the Company and Mr. Beattie entered into an Amended and Restated Consulting Agreement (the “2020 Consulting Agreement”), pursuant to which he was scheduled to serve as Senior Advisor to the Company’s CEO for an additional year, subject to automatic 1-year renewals, unless either party elects not to renew, and subject to certain standard termination rights, in consideration for which, the Company would 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 was filed with the SEC on March 12, 2020 together with the Company’s 2019 Form 10-K.

MacAndrews & Forbes tendered approximately $15.5 million of 5.75% Senior Notes into the Exchange Offer and, in exchange, received the Mixed Consideration as described herein, in accordance with the terms and conditions of the Exchange Offer.

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

18. PRODUCTS CORPORATION AND SUBSIDIARIES GUARANTOR FINANCIAL INFORMATION

Products Corporation's ~~5.75% Senior Notes and~~ 6.25% Senior Notes are fully and unconditionally guaranteed on a senior basis by certain of Products Corporation’s direct and indirect wholly-owned domestic subsidiaries (the ~~"5.75%~~"6.25% Senior Notes Guarantors" ~~and the "6.25% Senior Notes Guarantors," respectively, and together the "Guarantor Subsidiaries"~~).

The following Condensed Consolidating Financial Statements present the financial information as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, and for each of the three months March 31, 2021 and ~~nine months September 30,~~ 2020 ~~and 2019 for~~for: (i) Products Corporation on a stand-alone basis; (ii) the Guarantor Subsidiaries on a stand-alone basis; (iii) the subsidiaries of Products Corporation that did not guarantee and do not guarantee Products Corporation's ~~5.75% Senior Notes and~~ 6.25% Senior Notes (the "Non-Guarantor Subsidiaries") on a stand-alone basis; ~~and~~and; (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted to the applicable share of the subsidiary's cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.


Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets	Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets											Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets
As of September 30, 2020
As of March 31, 2021												As of March 31, 2021
		Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated			Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

ASSETS	ASSETS											ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	167.8	$	8.8	$	91.7	$	0	$	268.3	Cash and cash equivalents	$	7.6	$	1.5	$	76.5	$	0	$	85.6
Trade receivables, less allowances for doubtful accounts	Trade receivables, less allowances for doubtful accounts	54.6		107.7		178.5		0		340.8		Trade receivables, less allowances for doubtful accounts	74.7		81.1		159.8		0		315.6
Inventories, net	Inventories, net	141.0		180.9		203.6		0		525.5		Inventories, net	114.4		149.1		177.7		0		441.2
Prepaid expenses and other	Prepaid expenses and other	215.0		31.2		59.4		0		305.6		Prepaid expenses and other	222.3		24.6		64.2		0		311.1
Intercompany receivables	Intercompany receivables	3,375.6		3,296.1		464.4		(7,136.1)		0		Intercompany receivables	3,754.7		3,692.3		746.3		(8,193.3)		0
Investment in subsidiaries	Investment in subsidiaries	1,581.4		(0.1)		0		(1,581.3)		0		Investment in subsidiaries	1,698.7		15.9		0		(1,714.6)		0
Property, plant and equipment, net	Property, plant and equipment, net	184.4		70.5		100.9		0		355.8		Property, plant and equipment, net	171.9		69.0		94.7		0		335.6
Deferred income taxes	Deferred income taxes	243.5		(70.6)		39.0		0		211.9		Deferred income taxes	0		3.4		20.5		0		23.9
Goodwill	Goodwill	48.9		264.0		250.3		0		563.2		Goodwill	48.9		264.0		250.3		0		563.2
Intangible assets, net	Intangible assets, net	10.8		192.1		233.0		0		435.9		Intangible assets, net	9.8		183.4		226.3		0		419.5
Other assets	Other assets	69.0		13.4		30.1		0		112.5		Other assets	66.8		8.7		29.4		0		104.9
Total assets	Total assets	$	6,092.0	$	4,094.0	$	1,650.9	$	(8,717.4)	$	3,119.5	Total assets	$	6,169.8	$	4,493.0	$	1,845.7	$	(9,907.9)	$	2,600.6
LIABILITIES AND STOCKHOLDER’S DEFICIENCY	LIABILITIES AND STOCKHOLDER’S DEFICIENCY											LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	Short-term borrowings	$	0	$	0	$	2.0	$	0	$	2.0	Short-term borrowings	$	0	$	0	$	0.3	$	0	$	0.3
Current portion of long-term debt	Current portion of long-term debt	649.0		0		55.5		0		704.5		Current portion of long-term debt	107.1		0		0.1		0		107.2
Accounts payable	Accounts payable	75.1		62.2		82.6		0		219.9		Accounts payable	84.4		41.0		70.2		0		195.6
Accrued expenses and other	Accrued expenses and other	243.5		(48.2)		195.5		0		390.8		Accrued expenses and other	120.0		64.1		221.6		0		405.7
Intercompany payables	Intercompany payables	3,496.2		3,013.9		625.9		(7,136.0)		0		Intercompany payables	4,138.8		3,295.4		758.9		(8,193.1)		0
Long-term debt	Long-term debt	2,926.2		0		0.3		0		2,926.5		Long-term debt	3,193.9		0		72.9		0		3,266.8
Other long-term liabilities	Other long-term liabilities	172.9		109.3		38.1		0		320.3		Other long-term liabilities	273.7		112.7		34.8		0		421.2
Total liabilities	Total liabilities	7,562.9		3,137.2		999.9		(7,136.0)		4,564.0		Total liabilities	7,917.9		3,513.2		1,158.8		(8,193.1)		4,396.8
Stockholder’s (deficiency) equity	Stockholder’s (deficiency) equity	(1,470.9)		956.8		651.0		(1,581.4)		(1,444.5)		Stockholder’s (deficiency) equity	(1,748.1)		979.8		686.9		(1,714.8)		(1,796.2)
Total liabilities and stockholder’s (deficiency) equity	Total liabilities and stockholder’s (deficiency) equity	$	6,092.0	$	4,094.0	$	1,650.9	$	(8,717.4)	$	3,119.5	Total liabilities and stockholder’s (deficiency) equity	$	6,169.8	$	4,493.0	$	1,845.7	$	(9,907.9)	$	2,600.6

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


Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets	Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets											Products Corporation and Subsidiaries Condensed Consolidating Balance Sheets
As of December 31, 2019
As of December 31, 2020												As of December 31, 2020
		Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated			Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

ASSETS	ASSETS											ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	0.8	$	6.4	$	97.1	$	0	$	104.3	Cash and cash equivalents	$	5.5	$	2.5	$	89.1	$	0	$	97.1
Trade receivables, less allowances for doubtful accounts	Trade receivables, less allowances for doubtful accounts	95.5		92.3		235.6		0		423.4		Trade receivables, less allowances for doubtful accounts	86.0		95.7		170.6		0		352.3
Inventories, net	Inventories, net	131.0		151.5		165.9		0		448.4		Inventories, net	121.3		147.7		193.6		0		462.6
Prepaid expenses and other	Prepaid expenses and other	219.7		26.4		46.5		0		292.6		Prepaid expenses and other	220.6		24.6		55.3		0		300.5
Intercompany receivables	Intercompany receivables	2,857.7		2,854.6		452.7		(6,165.0)		0		Intercompany receivables	3,592.2		3,549.6		614.1		(7,755.9)		0
Investment in subsidiaries	Investment in subsidiaries	1,598.3		30.7		0		(1,629.0)		0		Investment in subsidiaries	1,653.6		2.3		0		(1,655.9)		0
Property, plant and equipment, net	Property, plant and equipment, net	208.7		89.5		110.4		0		408.6		Property, plant and equipment, net	178.5		72.1		101.4		0		352.0
Deferred income taxes	Deferred income taxes	165.0		(37.8)		30.9		0		158.1		Deferred income taxes	0		10.6		23.5		0		34.1
Goodwill	Goodwill	159.9		264.0		249.8		0		673.7		Goodwill	48.9		264.0		250.8		0		563.7
Intangible assets, net	Intangible assets, net	13.0		346.9		130.8		0		490.7		Intangible assets, net	10.0		187.8		233.0		0		430.8
Other assets	Other assets	67.8		16.2		37.1		0		121.1		Other assets	67.9		9.3		31.9		0		109.1
Total assets	Total assets	$	5,517.4	$	3,840.7	$	1,556.8	$	(7,794.0)	$	3,120.9	Total assets	$	5,984.5	$	4,366.2	$	1,763.3	$	(9,411.8)	$	2,702.2
LIABILITIES AND STOCKHOLDER’S DEFICIENCY	LIABILITIES AND STOCKHOLDER’S DEFICIENCY											LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	Short-term borrowings	$	0	$	0	$	2.2	$	0	$	2.2	Short-term borrowings	$	0	$	0	$	2.5	$	0	$	2.5
Current portion of long-term debt	Current portion of long-term debt	287.9		0		0.1		0		288.0		Current portion of long-term debt	159.2		0		58.3		0		217.5
Accounts payable	Accounts payable	108.4		39.9		103.5		0		251.8		Accounts payable	72.5		48.0		82.8		0		203.3
Accrued expenses and other	Accrued expenses and other	124.1		70.0		224.1		0		418.2		Accrued expenses and other	144.1		61.7		217.4		0		423.2
Intercompany payables	Intercompany payables	3,030.3		2,668.7		466.0		(6,165.0)		0		Intercompany payables	3,897.1		3,162.0		696.6		(7,755.7)		0
Long-term debt	Long-term debt	2,822.2		0		84.0		0		2,906.2		Long-term debt	3,104.7		0		0.3		0		3,105.0
Other long-term liabilities	Other long-term liabilities	220.4		118.2		5.3		0		343.9		Other long-term liabilities	377.3		33.8		42.6		0		453.7
Total liabilities	Total liabilities	6,593.3		2,896.8		885.2		(6,165.0)		4,210.3		Total liabilities	7,754.9		3,305.5		1,100.5		(7,755.7)		4,405.2
Stockholder’s (deficiency) equity	Stockholder’s (deficiency) equity	(1,075.9)		943.9		671.6		(1,629.0)		(1,089.4)		Stockholder’s (deficiency) equity	(1,770.4)		1,060.7		662.8		(1,656.1)		(1,703.0)
Total liabilities and stockholder’s (deficiency) equity	Total liabilities and stockholder’s (deficiency) equity	$	5,517.4	$	3,840.7	$	1,556.8	$	(7,794.0)	$	3,120.9	Total liabilities and stockholder’s (deficiency) equity	$	5,984.5	$	4,366.2	$	1,763.3	$	(9,411.8)	$	2,702.2

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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


Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income	Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income											Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Three Months Ended September 30, 2020
Three Months Ended March 31, 2021												Three Months Ended March 31, 2021
		Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated			Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net Sales	Net Sales	$	95.7	$	148.9	$	232.4	$	0.1	$	477.1	Net Sales	$	96.1	$	118.2	$	230.7	$	0	$	445.0
Cost of sales	Cost of sales	45.6		92.6		96.0		0.1		234.3		Cost of sales	47.6		56.0		87.6		0		191.2
Gross profit	Gross profit	50.1		56.3		136.4		0		242.8		Gross profit	48.5		62.2		143.1		0		253.8
Selling, general and administrative expenses	Selling, general and administrative expenses	84.4		47.7		119.3		0		251.4		Selling, general and administrative expenses	98.2		52.4		108.9		0		259.5
Acquisition and integration costs		0.8		0		0.1		0		0.9
Acquisition, integration and divestiture costs												Acquisition, integration and divestiture costs	0.5		0		0.1		0		0.6
Restructuring charges and other, net	Restructuring charges and other, net	(8.4)		2.7		5.0		0		(0.7)		Restructuring charges and other, net	1.2		1.5		2.7		0		5.4
Impairment charges		(23.4)		22.0		1.4		0		0
Gain on divested assets		(1.1)		0		0		0		(1.1)

Operating (loss) income	Operating (loss) income	(2.2)		(16.1)		10.6		0		(7.7)		Operating (loss) income	(51.4)		8.3		31.4		0		(11.7)
Other (income) expense:	Other (income) expense:											Other (income) expense:
Intercompany interest, net	Intercompany interest, net	(0.5)		0.7		(0.2)		0		0		Intercompany interest, net	(0.3)		0.6		(0.3)		0		0
Interest expense	Interest expense	67.3		0		1.4		0		68.7		Interest expense	57.8		0		1.1		0		58.9
Amortization of debt issuance costs	Amortization of debt issuance costs	7.8		0		0		0		7.8		Amortization of debt issuance costs	8.7		0		0		0		8.7
Gain on early extinguishment of debt		(31.2)		0		0		0		(31.2)
Foreign currency losses (gains), net		1.0		(0.7)		(10.1)		0		(9.8)

Foreign currency losses, net												Foreign currency losses, net	(0.6)		(1.7)		5.6		0		3.3
Miscellaneous, net	Miscellaneous, net	(1.8)		(55.4)		54.6		0		(2.6)		Miscellaneous, net	14.5		2.7		(16.0)		0		1.2
Other expense (income), net	Other expense (income), net	42.6		(55.4)		45.7		0		32.9		Other expense (income), net	80.1		1.6		(9.6)		0		72.1
(Loss) income from continuing operations before income taxes		(44.8)		39.3		(35.1)		0		(40.6)
(Benefit from) provision for income taxes		(6.3)		17.8		(9.2)		0		2.3
(Loss) income from continuing operations, net of taxes		(38.5)		21.5		(25.9)		0		(42.9)
(Loss) income from operations before income taxes												(Loss) income from operations before income taxes	(131.5)		6.7		41.0		0		(83.8)
Provision for (benefit from) for income taxes												Provision for (benefit from) for income taxes	0.7		(0.1)		10.5		0		11.1
(Loss) income from operations, net of taxes												(Loss) income from operations, net of taxes	(132.2)		6.8		30.5		0		(94.9)

Equity in income (loss) of subsidiaries	Equity in income (loss) of subsidiaries	30.0		(10.0)		0		(20.0)		0		Equity in income (loss) of subsidiaries	43.3		6.0		0		(49.3)		0
Net (loss) income	Net (loss) income	$	(8.5)	$	11.5	$	(25.9)	$	(20.0)	$	(42.9)	Net (loss) income	$	(88.9)	$	12.8	$	30.5	$	(49.3)	$	(94.9)
Other comprehensive income (loss)		5.0		(7.1)		1.6		5.5		5.0
Other comprehensive (loss) income												Other comprehensive (loss) income	(1.2)		7.1		2.8		(10.1)		(1.4)
Total comprehensive (loss) income	Total comprehensive (loss) income	$	(3.5)	$	4.4	$	(24.3)	$	(14.5)	$	(37.9)	Total comprehensive (loss) income	$	(90.1)	$	19.9	$	33.3	$	(59.4)	$	(96.3)

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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


Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income	Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income											Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Three Months Ended September 30, 2019
Three Months Ended March 31, 2020												Three Months Ended March 31, 2020
		Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated			Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net Sales	Net Sales	$	118.4	$	174.8	$	303.9	$	(0.3)	$	596.8	Net Sales	$	116.4	$	112.4	$	224.2	$	0	$	453.0
Cost of sales	Cost of sales	64.9		88.1		116.3		(0.3)		269.0		Cost of sales	58.4		54.4		85.0		0		197.8
Gross profit	Gross profit	53.5		86.7		187.6		0		327.8		Gross profit	58.0		58.0		139.2		0		255.2
Selling, general and administrative expenses	Selling, general and administrative expenses	90.5		82.1		133.7		0		306.3		Selling, general and administrative expenses	104.4		71.0		112.0		0		287.4
Acquisition and integration costs		0.1		0		0		0		0.1
Acquisition, integration and divestiture costs												Acquisition, integration and divestiture costs	1.1		0.5		0.5		0		2.1
Restructuring charges and other, net	Restructuring charges and other, net	1.0		0.5		1.4		0		2.9		Restructuring charges and other, net	23.6		1.3		(0.1)		0		24.8
Impairment charges												Impairment charges	124.3		0		0		0		124.3
Loss on divested assets												Loss on divested assets	0.8		0		0		0		0.8
Operating (loss) income	Operating (loss) income	(38.1)		4.1		52.5		0		18.5		Operating (loss) income	(196.2)		(14.8)		26.8		0		(184.2)
Other (income) expense:
Other (income) expenses:												Other (income) expenses:
Intercompany interest, net	Intercompany interest, net	(1.1)		0.6		0.5		0		0		Intercompany interest, net	(2.8)		0.6		2.2		0		0
Interest expense	Interest expense	48.5		0		1.7		0		50.2		Interest expense	46.5		0		1.9		0		48.4
Amortization of debt issuance costs	Amortization of debt issuance costs	3.7		0		0		0		3.7		Amortization of debt issuance costs	4.0		0		0		0		4.0

Foreign currency losses (gains), net		0.9		(0.1)		6.8		0		7.6
Foreign currency losses, net												Foreign currency losses, net	(5.5)		1.9		20.2		0		16.6
Miscellaneous, net	Miscellaneous, net	(8.4)		(10.0)		20.1		0		1.7		Miscellaneous, net	(23.9)		(9.2)		29.0		0		(4.1)
Other expense (income), net	Other expense (income), net	43.6		(9.5)		29.1		0		63.2		Other expense (income), net	18.3		(6.7)		53.3		0		64.9
(Loss) income from continuing operations before income taxes		(81.7)		13.6		23.4		0		(44.7)
(Benefit from) provision for income taxes		(31.4)		18.9		10.7		0		(1.8)
Loss (income) from continuing operations, net of taxes		(50.3)		(5.3)		12.7		0		(42.9)
Income from discontinued operations, net of taxes		0		0		(0.3)		0		(0.3)
Equity in income (loss) of subsidiaries		30.8		0.1		0		(30.9)		0
Loss from operations before income taxes												Loss from operations before income taxes	(214.5)		(8.1)		(26.5)		0		(249.1)
Benefit from income taxes												Benefit from income taxes	(16.3)		(20.2)		(0.4)		0		(36.9)
(Loss) income from operations, net of taxes												(Loss) income from operations, net of taxes	(198.2)		12.1		(26.1)		0		(212.2)

Equity in (loss) income of subsidiaries												Equity in (loss) income of subsidiaries	(34.1)		(20.0)		0		54.1		0
Net (loss) income	Net (loss) income	$	(19.5)	$	(5.2)	$	12.4	$	(30.9)	$	(43.2)	Net (loss) income	$	(232.3)	$	(7.9)	$	(26.1)	$	54.1	$	(212.2)
Other comprehensive income (loss)		0.5		3.9		(1.9)		(2.0)		0.5
Other comprehensive (loss) income												Other comprehensive (loss) income	(2.7)		6.5		(8.8)		2.3		(2.7)
Total comprehensive (loss) income	Total comprehensive (loss) income	$	(19.0)	$	(1.3)	$	10.5	$	(32.9)	$	(42.7)	Total comprehensive (loss) income	$	(235.0)	$	(1.4)	$	(34.9)	$	56.4	$	(214.9)

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Nine Months Ended September 30, 2020
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 305.9 $ 339.6 $ 632.2 $ 0 $ 1,277.7
Cost of sales 158.5 190.5 251.7 0 600.7
Gross profit 147.4 149.1 380.5 0 677.0
Selling, general and administrative expenses 247.6 163.8 321.8 0 733.2
Acquisition, integration and divestiture costs 4.0 0 0.2 0 4.2
Restructuring charges and other, net 32.3 7.0 5.5 0 44.8
Impairment charges 120.7 22.0 1.4 0 144.1
Gain on divested assets (0.5) 0 0 0 (0.5)
Operating (loss) income (256.7) (43.7) 51.6 0 (248.8)
Other (income) expense:
Intercompany interest, net (3.5) 1.8 1.7 0 0
Interest expense 173.0 0 5.0 0 178.0
Amortization of debt issuance costs 17.8 0 0 0 17.8
Gain on early extinguishment of debt (43.1) 0 0 0 (43.1)
Foreign currency losses, net 1.6 1.7 5.8 0 9.1
Miscellaneous, net (0.9) (71.5) 86.3 0 13.9
Other expense (income), net 144.9 (68.0) 98.8 0 175.7
Loss from continuing operations before income taxes (401.6) 24.3 (47.2) 0 (424.5)
Benefit from for income taxes (58.4) 19.2 (5.0) 0 (44.2)
Loss from continuing operations, net of taxes (343.2) 5.1 (42.2) 0 (380.3)
Equity in (loss) income of subsidiaries 0.7 (36.9) 0 36.2 0
Net (loss) income $ (342.5) $ (31.8) $ (42.2) $ 36.2 $ (380.3)
Other comprehensive (loss) income 16.6 7.3 4.0 (11.3) 16.6
Total comprehensive (loss) income $ (325.9) $ (24.5) $ (38.2) $ 24.9 $ (363.7)


Products Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31, 2021
	Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	5.4	$	(41.6)	$	7.8	$	0	$	(28.4)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash (used in) provided by investing activities	(1.9)		0.4		0.8		0		(0.7)



CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(3.5)		(4.9)		(2.2)		0		(10.6)
Borrowings under the SISO Term Loan Facility	100.0		0		0		0		100.0

Net repayments under the Amended 2016 Revolving Credit Facility	(59.3)		0		0		0		(59.3)
Borrowings under the 2021 Foreign Asset-Based Term Facility	75.0		0		0		0		75.0
Repayments of the 2018 Foreign Asset-Based Term Facility	(58.9)		0		0		0		(58.9)
Repayments under the 2016 Term Loan Facility	(2.3)		0		0		0		(2.3)
Payment of financing costs	(11.8)		0		0		0		(11.8)
Tax withholdings related to net share settlements of restricted stock and RSUs	(2.4)		0		0		0		(2.4)
Other financing activities	(0.1)		0		0		0		(0.1)
Net cash provided by (used in) financing activities	36.7		(4.9)		(2.2)		0		29.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(21.9)		47.7		(27.1)		0		(1.3)
Net increase (decrease) in cash, cash equivalents and restricted cash	18.3		1.6		(20.7)		0		(0.8)
Cash, cash equivalents and restricted cash at beginning of period	$	6.5	$	7.8	$	88.2	$	0	$	102.5
Cash, cash equivalents and restricted cash at end of period	$	24.8	$	9.4	$	67.5	$	0	$	101.7

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

Products Corporation and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Nine Months Ended September 30, 2019
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 429.4 $ 428.9 $ 865.4 $ (3.5) $ 1,720.2
Cost of sales 205.1 217.3 331.8 (3.5) 750.7
Gross profit 224.3 211.6 533.6 0 969.5
Selling, general and administrative expenses 329.5 238.7 399.9 0 968.1
Acquisition, integration and divestiture costs 0.6 0.1 0 0 0.7
Restructuring charges and other, net 3.4 3.4 4.8 0 11.6
Operating (loss) income (109.2) (30.6) 128.9 0 (10.9)
Other (income) expenses:
Intercompany interest, net (3.5) 2.0 1.5 0 0
Interest expense 140.5 0 5.2 0 145.7
Amortization of debt issuance costs 10.4 0 0 0 10.4
Foreign currency losses, net 1.2 0.2 7.6 0 9.0
Miscellaneous, net (26.4) (36.2) 70.2 0 7.6
Other expense (income), net 122.2 (34.0) 84.5 0 172.7
(Loss) income from continuing operations before income taxes (231.4) 3.4 44.4 0 (183.6)
(Benefit from) provision for income taxes (36.8) 19.3 15.1 0 (2.4)
(Loss) income from continuing operations, net of taxes (194.6) (15.9) 29.3 0 (181.2)
Income from discontinued operations, net of taxes 0 0 2.0 0 2.0
Equity in income (loss) of subsidiaries 39.3 11.8 0 (51.1) 0
Net (loss) income $ (155.3) $ (4.1) $ 31.3 $ (51.1) $ (179.2)
Other comprehensive income (loss) 6.7 2.7 (1.8) (0.9) 6.7
Total comprehensive (loss) income $ (148.6) $ (1.4) $ 29.5 $ (52.0) $ (172.5)

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

Products Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2020
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities $ (260.0) $ 6.6 $ (3.5) $ 0 $ (256.9)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities (6.0) (0.5) (0.9) 0 (7.4)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft 2.5 (3.8) 0.6 0 (0.7)
Borrowings under the 2020 BrandCo Facilities 880.0 0 0 0 880.0
Repurchases of the 5.75% Senior Notes (114.1) 0 0 0 (114.1)
Net borrowings under the Amended 2016 Revolving Credit Facility 19.5 0 0 0 19.5
Net borrowings under the 2019 Term Loan Facility (a) (200.0) 0 0 0 (200.0)
Repayments under the 2018 Foreign Asset-Based Term Loan (31.4) 0 0 0 (31.4)
Repayments under the 2016 Term Loan Facility (9.2) 0 0 0 (9.2)
Payment of financing costs (109.4) 0 1.1 0 (108.3)
Tax withholdings related to net share settlements of restricted stock and RSUs (1.6) 0 0 0 (1.6)
Other financing activities (0.1) (0.1) (0.1) 0 (0.3)
Net cash provided by (used in) financing activities 436.2 (3.9) 1.6 0 433.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.4 2.0 (2.8) 0 (0.4)
Net increase (decrease) in cash, cash equivalents and restricted cash 170.6 4.2 (5.6) 0 169.2
Cash, cash equivalents and restricted cash at beginning of period $ 1.0 $ 6.4 $ 97.2 $ 0 $ 104.5
Cash, cash equivalents and restricted cash at end of period $ 171.6 $ 10.6 $ 91.6 $ 0 $ 273.7

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~


Products Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows	Products Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows											Products Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2019
Three Months Ended March 31, 2020												Three Months Ended March 31, 2020
		Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated			Products Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:											CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	Net cash (used in) provided by operating activities	$	(169.1)	$	5.6	$	(3.3)	$	0	$	(166.8)	Net cash (used in) provided by operating activities	$	(57.7)	$	3.1	$	(23.0)	$	0	$	(77.6)
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:											CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		(10.9)		(2.0)		(7.1)		0		(20.0)
Net cash (used in) provided by investing activities												Net cash (used in) provided by investing activities	(1.8)		(0.1)		0.1		0		(1.8)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:											CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft		(11.5)		(7.2)		(3.7)		0		(22.4)
Net (decrease) increase in short-term borrowings and overdraft												Net (decrease) increase in short-term borrowings and overdraft	(2.1)		(4.8)		0.5		0		(6.4)
Net borrowings under the Amended 2016 Revolving Credit Facility	Net borrowings under the Amended 2016 Revolving Credit Facility	13.4		0		0		0		13.4		Net borrowings under the Amended 2016 Revolving Credit Facility	69.1		0		0		0		69.1
Net borrowings under the 2019 Term Loan Facility (a)		200.0		0		0		0		200.0

Repayments under the 2016 Term Loan Facility	Repayments under the 2016 Term Loan Facility	(13.5)		0		0		0		(13.5)		Repayments under the 2016 Term Loan Facility	(4.5)		0		0		0		(4.5)

Payments of financing costs	Payments of financing costs	(12.2)		0		(1.2)		0		(13.4)		Payments of financing costs	(0.3)		0		0		0		(0.3)
Tax withholdings related to net share settlements of restricted stock and RSUs	Tax withholdings related to net share settlements of restricted stock and RSUs	(1.6)		0		0		0		(1.6)		Tax withholdings related to net share settlements of restricted stock and RSUs	(0.4)		0		0		0		(0.4)
Other financing activities	Other financing activities	(0.6)		(0.1)		(0.2)		0		(0.9)		Other financing activities	(0.1)		0		0		0		(0.1)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	174.0		(7.3)		(5.1)		0		161.6		Net cash provided by (used in) financing activities	61.7		(4.8)		0.5		0		57.4
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	0		0.4		(1.8)		—		(1.4)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	0		(2.1)		(1.2)		0		(3.3)
Net decrease in cash, cash equivalents and restricted cash		(6.0)		(3.3)		(17.3)		0		(26.6)
Net increase (decrease) in cash, cash equivalents and restricted cash												Net increase (decrease) in cash, cash equivalents and restricted cash	2.2		(3.9)		(23.6)		0		(25.3)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	$	7.2	$	6.6	$	73.7	$	0	87.5		Cash, cash equivalents and restricted cash at beginning of period	$	1.0	$	6.4	97.2		$	0	104.5
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	1.2	$	3.3	$	56.4	$	0	$	60.9	Cash, cash equivalents and restricted cash at end of period	$	3.2	$	2.5	$	73.6	$	0	$	79.2

Table of Contents

COMBINED NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

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

19. SUBSEQUENT EVENTS

~~5.75% Senior Notes Exchange Offer~~Revlon Global Growth Accelerator Program

On ~~October 23,~~May 10, 2021, the Company announced that it is expanding the existing Revlon 2020 ~~Products Corporation amended its previously-announced Exchange Offer~~Restructuring Program through 2023. The Company will rename the revised program the Revlon Global Growth Accelerator (“RGGA”). The expanded program includes a reinvestment strategy to ~~exchange any~~strengthen our brands and ~~all~~drive long-term profitable margin and revenue growth through realized incremental productivity initiatives and enhanced capabilities.

The major initiatives underlying the Revlon Global Growth Accelerator program include:

•Strategic Growth: Boost organic sales growth behind our strategic pillars – brands, markets, and channels -- to deliver an approximate mid-single digit compound average annual growth rate through 2023;

•Operating Efficiencies: Drive additional operational efficiencies and cost savings to fuel investments in revenue growth; and

•Build Capabilities: Enhance capabilities and up-skill employees in order to evolve our culture to promote agility and deliver transformational change.

Under RGGA, the Company expects to deliver an updated range of annualized cost reductions of approximately $275 million to $325 million from 2020 through the end of 2023. The Company achieved $155 million of cost reductions program to date through the first quarter of 2021 and expects to achieve approximately $60 million to $80 million for the full year 2021 (inclusive of the ~~then-outstanding $342,785,000 in aggregate principal amount~~first quarter of ~~its Existing 5.75% Senior Notes, as described in the amended and restated Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”)~~2021 cost reductions), ~~dated October 23, 2020, which Exchange Offer closed on November 13, 2020. Concurrently~~ with the ~~Exchange Offer, Products Corporation solicited consents (the “Consent Solicitation”)~~balance to ~~eliminate~~be realized during 2022 and 2023.

In connection with implementing RGGA, the Company expects to recognize an updated cost range of approximately $185 million and $205 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 $15 million of additional capital expenditures. The Company recorded pre-tax restructuring and related charges of $76.1 million program to date through the first quarter of 2021 in connection with the Revlon 2020 Restructuring Program. Under the expanded program, the Company expects to incur pre-tax restructuring and related charges of approximately $65 million to $75 million during 2021 (inclusive of the first quarter of 2021 charges) and the remainder during 2022 and 2023. The Company expects that substantially all of these restructuring and related charges will be paid in cash, with approximately $50 million to $55 million of the ~~restrictive covenants~~total charges expected to be paid in 2021, with the remainder to be paid during 2022 and ~~certain events of default provisions from the indenture governing the 5.75% Senior Notes (the “5.75% Senior Notes Indenture”).~~2023.

~~For each $1,000 principal amount~~Amendment No. 8 to the Amended 2016 Revolving Credit Agreement: Tranche A Revolving Credit Facility and SISO Term Loan Facility

On May 7, 2021, Products Corporation entered into Amendment No. 8 to the Amended 2016 Revolving Credit Agreement (“Amendment No. 8”). Amendment No. 8, among other things, made certain amendments pursuant to which (i) the maturity date applicable to the “Tranche A” revolving loans and the SISO Facility under the Amended 2016 Revolving Credit Agreement is extended from June 8, 2023 to May 7, 2024, subject to a springing maturity to the earlier of ~~5.75% Senior Notes validly tendered, holders received either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if~~(x) 91 days prior to the maturity of the Company’s term loan facility due September 7, 2023, to the extent such ~~5.75% Senior Notes~~term loans are ~~tendered at or before 11:59 p.m. New York City time, on November 10, 2020~~then outstanding, and (y) to the extent the Company’s first-in, last-out term loans (the ~~"Expiration Time"~~“2020 ABL FILO Term Loans”)~~, for an aggregate~~ are then outstanding, the earliest stated maturity of ~~$325 in cash, or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes are tendered at or before~~ the ~~Expiration Time), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share of $50 million aggregate principal amount of new~~ 2020 ABL FILO Term Loans, (ii) the commitments under the “Tranche A” revolving facility are reduced from $300 million to $270 million and under the SISO Facility are upsized from $100 million to $130 million, (iii) the financial covenant is changed from (A)(x) a minimum excess availability requirement of $20 million when the fixed charge coverage ratio is greater than 1.00x or (y) a minimum excess availability requirement of $30 million when the fixed charge coverage ratio is less than 1.00x to (B) ~~the Per $1,000 Pro Rata Share~~a springing minimum fixed charge coverage ratio of ~~$75~~1.00x when excess availability is less than $27.5 million, ~~aggregate principal amount~~(iv) certain advance rates in respect of the ~~New BrandCo Second-Lien Term Loans, if the holder is: (a)(i) a qualified institutional buyer as defined in Rule 144A~~borrowing base under the ~~Securities Act; (ii) an institutional accredited investor within~~credit agreement are increased and (v) the ~~meaning~~perpetual cash dominion requirement is replaced with a springing cash dominion requirement triggered only when excess availability is less than $45 million. In addition, Amendment No. 8 increases the interest rate margin applicable to the “Tranche A” revolving loans to 3.75% from a range of ~~Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of~~2.50-3.00% and decreases the ~~Securities Act; or (iii)~~LIBOR “floor” applicable thereto from 1.75% to 0.50%.

On May 7, 2021, the Company also entered into a ~~person that is not a “U.S. person” within~~successor agent appointment and agency transfer agreement pursuant to which MidCap Funding IV Trust succeeded Citibank, N.A. as the ~~meaning of Regulation S under~~collateral agent and administrative agent for the ~~Securities Act, (b) not a natural person~~Amended 2016 Revolving Credit Agreement. Products Corporation has paid certain customary fees to MidCap Funding IV Trust and ~~(c) not a “Disqualified Institution” (as defined~~the lenders under the Amended 2016 Revolving Credit Facility ~~and related security documents and intercreditor agreements or the 2020 BrandCo Term Loan Facility and related security documents and intercreditor agreements).~~

On November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, 0 5.75% Senior Notes remained outstanding. Accrued and unpaid interest on the 5.75% Senior Notes that were tendered in the Exchange Offer was paid to, but not including, the settlement date of the Exchange Offer.

The 2020 ABL FILO Term Loans are new “Tranche B” term loans in the aggregate principal amount of $50 million, ranking junior in right of payment to the “Tranche A” revolving loans under the Amended 2016 Revolving Credit Agreement and equal in right of payment with all existing and future unsubordinated indebtedness of Products Corporation and the guarantors under the Amended 2016 Revolving Credit Agreement (such new Tranche B term loans, the “2020 ABL FILO Term Loans”). The 2020 ABL FILO Term Loans will mature six months after the maturity date of the Tranche A Loans (and any extension thereof in part or in whole). The 2020 ABL FILO Term Loans bear interest at a rate of LIBOR (subject to a 1.75% floor) plus 8.50% per annum, accruing from the settlement date of the Exchange Offer. The borrowing base for the 2020 ABL FILO Term Loans consists of an advance rate of 100% of eligible collateral with a customary push down reserve, with collateral consisting of: (i) a first-priority lien on accounts receivable, inventory, cash, negotiable instruments, chattel paper, investment property (other than capital stock), equipment and real property of Products Corporation and the subsidiary guarantors, subject to customary exceptions (the “Priority Collateral”); and (ii) a second-priority lien on substantially all tangible and intangible personal property of Products Corporation and the subsidiary guarantors, subject to customary exclusions (other than the Priority Collateral).

The New BrandCo Second Lien Term Loans are “Term B-2 Loans” in the aggregate principal amount of $75 million (ranking junior to the Term B-1 Loans and senior to the Term B-3 Loans with respect to liens on certain specified collateral) under the 2020 BrandCo Term Loan Facility (such Term B-2 Loans, the “New BrandCo Second-Lien Term Loans”). See Note 7, “Debt,” and Note 19, “Subsequent Events,” regarding the 2020 BrandCo Refinancing Transactions for further details and amounts outstanding under the 2020 BrandCo Credit Agreement).

In conjunction with the Exchange Offer, Products Corporation conducted the Consent Solicitation to effectuate amendments to the 5.75% Senior Notes Indenture, which eliminated substantially all of the restrictive covenants and certain events of default provisions from the 5.75% Senior Notes Indenture.

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(except where otherwise noted, all tabular amounts in millions, except share and per share amounts)~~

~~Amendment No. 1 to BrandCo Credit Agreement~~

~~On November 13, 2020, Products Corporation entered into that certain Amendment No. 1 (the “BrandCo Amendment”) to the 2020 BrandCo Credit Agreement~~ in connection with the Exchange Offer in order to, among other things, provide for the incurrence of $75 million in aggregate principal amount of New BrandCo Second-Lien Term Loans. The New BrandCo Second Lien Term Loans are a separate tranche of “Term B-2 Loans” (ranking junior to the Term B-1 Loans and senior to the Term B-3 Loans with respect to liens on certain specified collateral) under the BrandCo Credit Agreement. Except as to the use of proceeds, the terms of the New BrandCo Second-Lien Term Loans are substantially consistent with the other Term B-2 Loans. In connection with the BrandCo Amendment, Products Corporation paid certain fees to the lenders in-kind in the form of New BrandCo Second-Lien Term Loans in accordance with the BrandCo TSA.

~~Amendment to Credit Facilities; New Tranche B ABL FILO Term Loan Facility~~

~~On October 23, 2020 (the “5~~th ~~Amendment Effective Date”), Products Corporation entered into~~ Amendment No. ~~5 (the “5~~th ~~Amendment”) to the Amended 2016 Revolving Credit Agreement.~~

~~The 5~~th Amendment amended and restated the Amended 2016 Revolving Credit Agreement to add a new Tranche B consisting of $50 million aggregate principal amount of “first-in, last-out” Tranche B term loans (such new Tranche B, the “2020 ABL FILO Term Loan Facility” and the loans incurred thereunder, the “2020 ABL FILO Term Loans”). The 5th Amendment also required Products Corporation to maintain "Excess Availability" (as defined in the 5th Amendment) of at least $85 million from the 5th Amendment Effective Date until the transactions contemplated by the Exchange Offer were consummated (such date, the “Exchange Offer Effective Date”). As a result, on October 23, 2020, Products Corporation repaid $35 million of Tranche A loans under the Amended 2016 Revolving Credit Agreement.

On the Exchange Offer Effective Date, Products Corporation’s As-Adjusted Liquidity was required to be at least $175 million (which condition was satisfied) and Products Corporation cannot hold more than $100 million in cash or Cash Equivalents (as defined in the 5th Amendment). Furthermore, the 5th Amendment provides that a $30 million reserve will be automatically and immediately established against the Tranche A Borrowing Base (as defined in the 5th Amendment) if the results of ongoing appraisals and field exams are not delivered to the administrative agent prior to the occurrence of certain specified defaults.

Products Corporation will pay customary fees to Alter Domus (US) LLC as the administrative agent for the 2020 ABL FILO Term Loan Facility. Except as to maturity date, interest, borrowing base and differences due to their nature as term loans, the terms of the 2020 ABL FILO Term Loans are otherwise substantially consistent with the Tranche A Revolving Loans.

~~COVID-19-Related Compensation Actions~~

In November 2020, the Compensation Committee of Revlon’s Board of Directors ratified the following changes to the previously-disclosed COVID-19-related compensation arrangements for certain members of management and the Board: (i) the determination by Mr. Alan Bernikow, in his role as Chairman of the Compensation Committee, to reinstate Ms. Perelman’s annual base salary back to its pre-pandemic level of $1,125,000 per annum, pursuant to the Board’s delegation of such authority to Mr. Bernikow at the time such reductions were implemented in April 2020; and (ii) the determinations by Ms. Perelman, in her role as the Company’s President and Chief Executive Officer, to reinstate (A) the annual retainer fees for non-employee Board members, Audit Committee members and the chairmen of the Audit Committee and the Compensation Committee to their pre-pandemic levels (i.e., $115,000 per annum for Revlon Board members, $25,000 per annum for Products Corporation’s Board members, $10,000 per annum for Audit Committee members and $10,000 per annum for the chairman of each of the Audit Committee and Compensation Committee) and (B) the annual base salaries for certain members of the Company’s Executive Leadership Team back to their respective pre-pandemic levels, pursuant to the Board’s delegation of such authority to Ms. Perelman at the time such reductions were implemented in April 2020.

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)

Item 2. Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~RECENT DEVELOPMENTS~~

~~Liquidity~~The following discussion and ~~Ability to Continue as a Going Concern~~

~~The ongoing~~analysis of the Company's financial condition and ~~prolonged COVID-19 pandemic has continued to adversely impact~~results of operations should be read in conjunction with the ~~Company’s business~~information contained in the ~~third quarter of 2020 and beyond, as social-distancing restrictions~~Unaudited Consolidated Financial Statements and related ~~actions designed to curb the spread of the virus have remained~~notes included elsewhere in ~~place or have been reinstated as the COVID-19 pandemic spikes across the globe. These adverse economic conditions have resulted~~this document, and in the ~~general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company’s reporting segments and regions.~~

As previously disclosed, on October 23, 2020, Products Corporation commenced an amended exchange offer (as amended, the “Exchange Offer”) to exchange any and all of its outstanding 5.75% Senior Notes due 2021 (the “5.75% Senior Notes”), which closed on November 13, 2020. In the Exchange Offer, for each $1,000 principal amount of 5.75% Senior Notes validly tendered, holders received either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before 11:59 p.m. New York City time on November 10, 2020 (the “Expiration Time”)), for an aggregate of $325 in cash (the “Cash Consideration”), or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before the Expiration Time), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share (as hereinafter defined) of $50 million aggregate principal amount of new 2020 ABL FILO Term Loans (as hereinafter defined) and (B) the Per $1,000 Pro Rata Share of $75 million aggregate principal amount of the New BrandCo Second-Lien Term Loans (the “Mixed Consideration” and such loans, togetherCompany's other public filings with the ~~2020 ABL FILO Term Loans,~~Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the ~~“New Loans”), if~~fiscal year ended December 31, 2020. As discussed in more detail in the ~~holder is: (a)(i) a qualified institutional buyer as defined in Rule 144A under~~Section entitled “Forward-Looking Statements,” this discussion contains forward-looking statements, which involve risks and uncertainties.

For more details on the Securities Act of 1933, as amended (the “Securities Act”); (ii) an institutional accredited investor within the meaning of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of the Securities Act; or (iii) a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act, (b) not a natural personnewly announced Revlon Global Growth Accelerator program and ~~(c) not a “Disqualified Institution” (as defined under~~Amendment No. 8 to the Amended 2016 Revolving Credit Facility and related security documents and intercreditor agreements or the 2020 BrandCo Term Loan Facility and related security documents and intercreditor agreements) (an “Eligible Holder”). The “Per $1,000 Pro Rata Share” is (1) $1,000, divided by (2) the aggregate principal amount of 5.75% Senior Notes tendered for Mixed Consideration by all Eligible Holders and accepted for payment by Products Corporation.

~~On November 13, 2020, the Company announced that the Exchange Offer was successfully consummated~~ and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuantAgreement, see Note 19, "Subsequent Events" to the terms of the indenture governing the 5.75% Senior Notes. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding.

~~In addition, the Company’s Amended 2016 Revolving Credit Facility matures on September 7, 2021, and the Company is currently~~Company's Unaudited Consolidated Financial Statements in ~~discussions with various lenders to extend such maturity or refinance such facility.~~

~~For more information, please see the risk factors discussed in Part II, Item 1A. “Risk Factors” of~~ this Quarterly Report on Form 10-Q.

~~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)~~COVID-19 Pandemic

~~5.75% Senior Notes Exchange Offer~~

~~On October 23, 2020, Products Corporation amended~~While the Company continues to execute its ~~previously-announced Exchange Offer~~business strategy, the ongoing COVID-19 pandemic has adversely impacted net sales in all major commercial regions around the globe that are important to ~~exchange any~~the Company's business. The COVID-19 pandemic’s adverse impact on the global economy has contributed to significant and ~~all~~extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse conditions have resulted in the general slowdown of the global economy, in turn contributing to declines in net sales within some of the ~~then-outstanding $342,785,000~~Company’s reporting segments and regions. The Company continues to closely monitor the associated impacts and take appropriate actions in ~~aggregate principal amount of its Existing 5.75% Senior Notes, as described in~~an effort to mitigate the amended and restated Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated October 23, 2020, which Exchange Offer closed on November 13, 2020. Concurrently with the Exchange Offer, Products Corporation solicited consents to eliminate substantially all of the restrictive covenants and certain events of default provisions from the indenture governing the 5.75% Senior Notes (the “5.75% Senior Notes Indenture”).

For each $1,000 principal amount of 5.75% Senior Notes validly tendered, holders received either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes are tendered at or before 11:59 p.m. New York City time, on November 10, 2020 (the "Expiration Time"), for an aggregate of $325 in cash, or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes are tendered at or before the Expiration Time), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share of $50 million aggregate principal amount of new 2020 ABL FILO Term Loans and (B) the Per $1,000 Pro Rata Share of $75 million aggregate principal amount of the New BrandCo Second-Lien Term Loans, if the holder is an Eligible Holder.

On November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding. Accrued and unpaid interestCOVID-19 pandemic’s negative effects on the ~~5.75% Senior Notes that were tendered in the Exchange Offer was paid to, but not including, the settlement date of the Exchange Offer.~~

The 2020 ABL FILO Term Loans are new “Tranche B” term loans in the aggregate principal amount of $50 million, ranking junior in right of payment to the “Tranche A” revolving loans under the Amended 2016 Revolving Credit AgreementCompany’s operations and equal in right of payment with all existing and future unsubordinated indebtedness of Products Corporation and the guarantors under the Amended 2016 Revolving Credit Agreement (such new Tranche B term loans, the “2020 ABL FILO Term Loans”)financial results. The 2020 ABL FILO Term Loans will mature six months after the maturity date of the Tranche A Loans (and any extension thereof in part or in whole). The 2020 ABL FILO Term Loans bear interest at a rate of LIBOR (subject to a 1.75% floor) plus 8.50% per annum, accruing from the settlement date of the Exchange Offer. The borrowing base for the 2020 ABL FILO Term Loans consists of an advance rate of 100% of eligible collateral with a customary push down reserve, with collateral consisting of: (i) a first-priority lien on accounts receivable, inventory, cash, negotiable instruments, chattel paper, investment property (other than capital stock), equipment and real property of Products Corporation and the subsidiary guarantors, subject to customary exceptions (the “Priority Collateral”); and (ii) a second-priority lien on substantially all tangible and intangible personal property of Products Corporation and the subsidiary guarantors, subject to customary exclusions (other than the Priority Collateral).

~~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)~~

~~Amendment No. 1 to BrandCo Credit Agreement~~

~~Amendment to Credit Facilities; New Tranche B ABL FILO Term Loan Facility~~

~~On October 23, 2020 (the “5~~th ~~Amendment Effective Date”), Products Corporation entered into Amendment No. 5 (the “5~~th ~~Amendment”) to the Amended 2016 Revolving Credit Agreement.~~

~~COVID-19-Related Compensation Actions~~

~~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)~~

Overview

Overview of the Business

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

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.

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 products where consumers shop, both in-store and increasingly online. The Company ~~also continues~~has continued to deliver against the objectives of the Revlon 2020 Restructuring Program, which includes rightsizing our organization with the objectives of driving improved profitability, cash flow and liquidity. The Company is also managing the business to conserve cash and liquidity, as well as focusing on stabilizing the business, growing e-commerce and preparing the foundation for achieving future growth.

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”).

~~COVID-19 Impact on the Company’s Business~~

While the Company continues to execute its business strategy, the ongoing and prolonged COVID-19 pandemic has adversely impacted net sales in all major commercial regions around the globe that are important to the Company's business. COVID-19’s adverse impact on the global economy has contributed to significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company’s reporting segments and re~~gions. As the Company currently expects that the COVID-19 pandemic, including the impact of the pandemic’s “second wave,”~~ will continue to impact its business going forward, the Company will continue to closely monitor the associated impacts and take appropriate actions in an effort to mitigate COVID-19’s negative effects on the Company’s operations and financial results.

The ongoing and prolonged COVID-19 pandemic has continued to adversely impact the Company’s business in Q3 2020, as social-distancing restrictions and related actions designed to curb the spread of the virus have remained in place or have been reinstated as the COVID-19 pandemic spikes across the globe. These restrictions could continue for the foreseeable future, as global economies face a “second-wave” of the pandemic as re-opening plans are implemented.

~~The ongoing and prolonged COVID-19 pandemic contributed an estimated $119 million ($119 million "XFX," as hereinafter defined), to the Company's $119.7 million decline in net sales for the~~ ~~three months ended September 30, 2020, compared to the prior year quarter, and an estimated $387 million ($392 million XFX) to the Company's $442.5 million decline in net sales for the~~ ~~nine months ended~~ ~~September 30, 2020, compared to the prior year period.~~ ~~During the three months ended September 30, 2020, the Company experienced increased net sales of~~ ~~Revlon-branded~~ ~~beauty tools,~~ ~~Revlon~~ ~~hair color products and certain~~ ~~Elizabeth Arden~~ ~~skincare products in certain markets, as well as growth in the Company's e-commerce net sales.~~

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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)

~~For the third quarter of 2020, Revlon segment net sales declined~~ ~~$51.3 million~~ (~~$51.9 million~~ ~~XFX) versus the prior year quarter, with the ongoing and prolonged COVID-19 pandemic contributing an estimated $50 million ($50 million XFX) to such decline.~~ ~~During the third quarter of 2020, the Revlon segment experienced~~ ~~increased net sales of~~ ~~Revlon-branded~~ beauty tools and hair color products in North America. COVID-19 had a similar negative impact on the Company's other reporting segments over such period, with COVID-19 contributing: (i) an estimated $25 million ($25 million XFX) to a ~~$32.9 million~~ ~~($33.1 million XFX) decline in the Fragrances segment; (ii) an estimated $24 million ($25 million XFX) to a~~ ~~$16.9 million~~ (~~$18.4 million~~ ~~XFX) decline in the Elizabeth Arden segment; and (iii) an estimated $19 million ($19 million XFX) to a~~ ~~$18.6 million~~ (~~$19.1 million~~ ~~XFX) decline in the Portfolio segment. Within the Company's Portfolio segment, during the third quarter of 2020 the~~ ~~Creme of Nature brand continued to deliver net sales growth versus the third quarter of 2019, driven by increased demand due to a shift in consumer buying preferences.~~

On a regional basis, the ongoing and prolonged COVID-19 pandemic had a similar negative impact on the Company's North America and International regions during the third quarter of 2020. Of a $43.5 million ($43.2 million XFX) decline in the Company's net sales in its North America region during the third quarter of 2020 compared to the third quarter of 2019, COVID-19 contributed an estimated $47 million ($47 million XFX) to such decline. Similarly, of a $76.2 million ($79.3 million XFX) decline in the Company's net sales in its International region over such period, COVID-19 contributed an estimated $72 million ($72 million XFX) to such decline. ~~During the third quarter of 2020, on a regional basis, the Company also experienced~~ ~~increased net sales of~~ ~~Revlon-branded~~ ~~beauty tools,~~ ~~Revlon~~ ~~hair color products and certain~~ ~~Elizabeth Arden~~ ~~skincare products, predominantly in China, as well as growth in certain local and regional brands in various markets.~~

~~For the nine months ended September 30, 2020, Revlon segment net sales declined~~ ~~$233.3 million~~ (~~$227.4 million~~ ~~XFX) versus the prior year period, with the ongoing and prolonged COVID-19 pandemic contributing an estimated $174 million ($176 million XFX) to such decline.~~ ~~During the nine months ended September 30, 2020, the Revlon segment experienced~~ ~~increased net sales of~~ ~~Revlon-branded~~ ~~beauty tools and~~ ~~Revlon~~ hair color products in North America. COVID-19 had a similar negative impact on the Company's other reporting segments over such period, with COVID-19 contributing: (i) an estimated $93 million ($95 million XFX) to a ~~$69.6 million~~ (~~$66.8 million~~ ~~XFX) decline in the Elizabeth Arden segment,~~ ~~partially offset by higher net sales of~~ ~~Ceramide~~ ~~skin care products;~~ ~~(ii) an estimated $65 million ($65 million XFX) to a~~ ~~$83.6 million~~ (~~$82.0 million~~ ~~XFX) decline in the Fragrances segment; and (iii) an estimated $56 million ($56 million XFX) to a~~ ~~$56.0 million~~ (~~$52.2 million~~ ~~XFX) decline in the Portfolio segment.~~

On a regional basis, the ongoing and prolonged COVID-19 pandemic had a similar negative impact on the Company's North America and International regions during the nine months ended September 30, 2020. Of a $198.3 million ($197.3 million XFX) decline in the Company’s net sales in its North America region during the nine months ended September 30, 2020, compared to the prior year period, COVID-19 contributed an estimated $162 million ($163 million XFX) to such decline. Similarly, of a $244.2 million ($231.1 million XFX) decline in the Company’s net sales in its International region over such period, COVID-19 contributed an estimated $225 million ($229 million XFX) to such decline. ~~During the nine months ended September 30, 2020, on a regional basis, the Company also experienced~~ ~~increased net sales of~~ ~~Revlon-branded~~ ~~beauty tools,~~ ~~Revlon~~ ~~hair color products and~~ ~~certain~~ ~~Elizabeth Arden~~ ~~skincare products, predominantly in China, as well as growth in~~ ~~Cutex~~ ~~nail care products, and certain local and regional brands, in certain markets.~~

In April 2020, the Company took several cost reduction measures designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on its net sales, including, without limitation: (i) reducing brand support, as a result of the abrupt decline in retail store traffic; (ii) continuing to monitor the Company’s sales and order flow and periodically scaling down operations and cancelling promotional programs; and (iii) closely managing cash flow and liquidity and prioritizing cash to minimize COVID-19’s impact on the Company’s production capabilities. In April 2020, the Company also implemented various organizational interim measures designed to reduce costs in response to COVID-19, including, without limitation: (i) switching to a reduced work week in the U.S. and in the Company's international locations and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based office-based employees and 30% factory-based employees, as well as employees in a majority of the Company's other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) suspending or terminating services and payments under consulting agreements with certain directors. During the third quarter of 2020, the Company started to gradually roll back some of these measures especially with regards to some of the employees previously furloughed and/or on a reduced work week. With most of these measures still in place, including the Revlon 2020 Restructuring Program, the Company achieved cost reductions of approximately $78 million and $231 million during the three and nine months ended September 30, 2020, respectively, that have substantially offset the impact of the decline in the Company's net sales over such period. ~~However, with the ongoing and prolonged COVID-19~~

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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)~~

~~pandemic, these mitigation actions may not prove to be effective in insulating the Company from any further damaging economic impacts from the pandemic.~~

For additional information regarding the Company's business, see "Part 1, Item 1 - Business" in the Company's ~~2019~~2020 Form 10-K. ~~Certain capitalized terms used in this Form 10-Q are defined throughout this Item 2.~~

Overview of Net Sales and Earnings Results

Consolidated net sales in the third quarter of 2020 were $477.1 million, a $119.7 million decrease, or 20.1%, compared to $596.8 million in the third quarter of 2019. Excluding the $2.8 million favorable impact of foreign currency fluctuations (referred to herein as "FX," "XFX" or on an "XFX basis"), consolidated net sales decreased by $122.5 million, or 20.5%, during the third quarter of 2020. The ongoing and prolonged COVID-19 pandemic contributed ~~an estimated $119 million ($119 million XFX) to the Company's~~ ~~$119.7 million~~ ~~decline in net sales in the~~ ~~three months ended~~September 30, 2020, compared to the three months ended September 30, 2019. The XFX net sales decrease of $122.5 million in the third quarter of 2020 was due to: a $51.9 million, or 23.9%, decrease in Revlon segment net sales; a $33.1 million, or 24.0%, decrease in Fragrances segment net sales; a $19.1 million, or 16.2%, decrease in Portfolio segment net sales; and a $18.4 million, or 14.9%, decrease in Elizabeth Arden segment net sales.

Consolidated net sales in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were ~~$1,277.7~~$445.0 million, a ~~$442.5~~$8.0 million decrease, or ~~25.7%~~1.8%, compared to ~~$1,720.2~~$453.0 million in the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Excluding the ~~$14.1~~$14.5 million ~~unfavorable~~favorable FX impact, consolidated net sales decreased by ~~$428.4~~$22.5 million, or ~~24.9%~~5.0%, during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The ongoing ~~and prolonged~~ COVID-19 pandemic ~~contributed~~negatively impacted consolidated net sales for the three months ended March 31, 2021 by an estimated ~~$387~~$44 million ($~~392~~43.3 million XFX) ~~to the Company's~~ .~~$442.5 million~~ ~~decline in net sales in the nine months ended September 30, 2020, compared to the prior year period.~~ The XFX net sales decrease of ~~$428.4~~$22.5 million in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was due to: a ~~$227.4~~$25.2 million, or ~~31.8%~~13.9%, decrease in Revlon segment net ~~sales; a $82.0 million, or 27.5%, decrease in Fragrances segment net sales; a $66.8 million, or 19.0%, decrease in Elizabeth Arden segment net sales;~~sales and a ~~$52.2~~$16.1 million, ~~or 14.7%~~or14.6%, decrease in Portfolio segment net sales, partially offset by a $11.4 million, or 12.0%, increase in Elizabeth Arden segment net sales and a $7.4 million, or 11.2%, increase in Fragrances segment net sales.

Consolidated loss from continuing operations, net of taxes, in the ~~third quarter of 2020~~three months ended March 31, 2021 was ~~$44.5~~$96.0 million, compared to ~~$44.4~~consolidated loss from continuing operations, net of taxes, of $213.9 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. The ~~$0.1~~$117.9 million ~~increase~~decrease in consolidated loss from continuing operations, net of taxes ~~in the second quarter of 2020~~ was primarily due to:

•~~$85.0~~a $124.3 million ~~of lower gross profit, primarily due~~decrease in impairment charges attributable to the ~~lower net sales in~~non-cash impairment charges of $99.8 million and of $24.5 million recorded on the ~~third quarter of 2020, primarily as a result~~Company's goodwill and on certain of the ~~effects of COVID-19, compared~~Company's indefinite-lived intangible assets, respectively, following the ~~third quarter of 2019;~~

•~~a $18.5 million increase in interest expense in~~Company's interim impairment assessments during the ~~third~~first quarter of 2020, compared to having no impairment charges in 2021;

•$28.9 million of lower SG&A expenses in the ~~third quarter of 2019,~~three months ended March 31, 2021, compared to the prior year period, primarily ~~due to~~ ~~higher weighted average interest rates and higher weighted average borrowings~~ driven by cost reductions achieved primarily bythrough the Revlon 2020 ~~BrandCo Term Loan Facility~~;Restructuring Program;

•a ~~$4.1~~$19.4 million ~~increase~~decrease in ~~amortization of debt issuance costs~~restructuring charges, primarily related to lower expenditures under the Revlon 2020 Restructuring Program in the ~~third quarter of 2020,~~three months ended March 31, 2021, compared to the ~~third quarter~~expenditures incurred primarily under the same program in the three months ended March 31, 2020;

•$13.3 million of ~~2019, primarily due~~favorable variance in foreign currency, resulting from $3.3 million in foreign currency losses during the three months ended March 31, 2021, compared to $16.6 million in foreign currency losses during the ~~additional debt issuance costs recorded and amortized in connection with the~~ three months ended March 31, 2020 ~~BrandCo Refinancing Transactions;~~

•a ~~$4.0~~$1.5 million decrease in the benefit from income taxes in the third quarter of 2020 compared to the third quarter of 2019, primarily due to: (i) the mix and level of earnings; (ii) an increase in the U.S. tax on the Company's foreign earnings; and (iii) increased tax expense from return to provision adjustments, partially offset primarily by an increase in tax benefit from the net change in valuation allowances related to the recognition of previously unrecognized tax losses in Canada;

•~~$0.8 million of higher~~ acquisition, integration and divestiture costs in the ~~third quarter of 2020,~~three months ended March 31, 2021, compared to the ~~third quarter of 2019, relating to the~~prior year period, primarily driven by higher amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 ~~Transaction Incentive Program (the "2019 TIP"; see Note 11, "Stock Compensation Plan,"~~TIP in the prior year period; and

•$0.8 million of lower loss on divested assets primarily related to the ~~Company's Unaudited Consolidated Financial Statements~~loss of $0.8 million recorded in ~~this Form 10-Q for additional details~~2020 on the ~~2019 TIP);~~sale of certain assets, compared to having no losses in the three months ended March 31, 2021;

with the foregoing partially offset by:

•$54.7 million of lower SG&A expenses in the third quarter of 2020 compared to the third quarter of 2019, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as from the Revlon 2020 Restructuring Program;

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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)~~

•~~a $31.2 million increase in gain on the early extinguishment of debt in the third quarter of 2020, compared to having had no gain in the third quarter of 2019,~~ ~~recorded upon the repurchase and cancellation of approximately $44.4 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes during the third quarter of 2020; and~~

•~~$17.4 million~~of favorable variance in foreign currency, resulting from $9.8 million in foreign currency gains during the third quarter of 2020, compared to $7.6 million in foreign currency losses during the third quarter of 2019;

•a ~~$4.3~~$48.4 million ~~net decrease in other miscellaneous expenses, net,~~increase in the ~~third quarter of 2020~~provision for income taxes in the three months ended March 31, 2021, compared to the ~~third quarter of 2019,~~prior year period, primarily due to ~~the subsequent true-up~~an increase in ~~the third quarter of 2020 of financing fees previously expensed in 2020 in connection with the 2020 BrandCo Refinancing Transactions; and~~losses for which no tax benefit can be recognized;

•a $3.6 million decrease in restructuring charges, primarily due to the subsequent true-up in the third quarter of 2020 of restructuring charges previously accrued in 2020 under the Revlon 2020 Restructuring Program, compared to the expenditures incurred primarily under the 2018 Optimization Program in the third quarter of 2019; and

Consolidated loss from continuing operations, net of taxes, in the nine months ended September 30, 2020 was $385.2 million, compared to consolidated loss from continuing operations, net of taxes, of $185.5 million in the nine months ended September 30, 2019. The $199.7 million increase in consolidated loss from continuing operations, net of taxes, in the nine months ended September 30, 2020, compared to nine months ended September 30, 2019, was primarily due to:

•~~$292.5 millionof lower gross profit, primarily due to the COVID-19 related lower net sales in the nine months ended September 30, 2020;~~

•~~a $144.1 million increase in non-cash impairment charges recorded for the nine months ended September 30, 2020, primarily attributable to the effects of the ongoing and prolonged COVID-19 pandemic,compared to having had no impairment charges for the nine months ended September 30, 2019. This increase is attributable to non-cash impairment charges of $111.0 million~~ recorded on the Company's goodwill and to $33.1 million of non-cash impairment charges recorded on certain of the Company's indefinite-lived intangible assets following the Company's interim impairment assessments during the first and second quarters of 2020;

•a $33.2 million increase in restructuring charges, primarily related to higher expenditures under the Revlon 2020 Restructuring Program in the nine months ended September 30, 2020, compared to the expenditures incurred primarily under the 2018 Optimization Program in the nine months ended September 30, 2019;

•~~a $32.3~~$10.5 million increase in interest expense in the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the prior year period, primarily due to higher weighted average borrowings and higher weighted average interest rates driven primarily by the 2020 BrandCo Term Loan ~~Facility and the 2019 Term Loan Facility (the latter of which was fully repaid in May 2020 using proceeds from the 2020 BrandCo Term Loan Facility);~~Facility;

•a $5.3 million increase in other miscellaneous expenses, net, in the three months ended March 31, 2021, compared to the prior year period, primarily due to higher net periodic benefit costs in connection with the Company's pension plans;

•~~$7.4~~a $4.7 million increase in amortization of debt issuance costs in the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the prior year period, primarily due to the additional debt issuance costs recorded and amortized in connection with the 2021 and 2020~~BrandCo~~ ~~Refinancing Transactions;~~

•a $6.3 million net increase in other miscellaneous expenses, net, in the nine months ended September 30, 2020, compared to the prior year period, primarily due to financing fees expensed in connection with the 2020 BrandCo Refinancing Transactions; and

•$~~3.5~~1.4 million of higher acquisition, integration and divestiture costs in the nine months ended September 30, 2020, compared to the prior year period, including $0.7 million in professional fees incurred in connection with the exploration of strategic transactions involving the Company and third parties pursuant to the Strategic Review and approximately $3.5 million relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP (see Note 11, "Stock Compensation Plan," to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q for additional details on the 2019 TIP);

~~with the foregoing partially offset by:~~

•~~$234.1 million~~ of lower ~~SG&A expenses~~gross profit in the nine months ended September 30, 2020, compared to the prior year period, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as from the Revlon 2020 Restructuring Program;

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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)~~

•a $43.1 million increase in gain on the early extinguishment of debt in the nine months ended September 30, 2020, compared to having had no gain in the prior year period, primarily due to $31.2 million recorded during the third quarter of 2020 and $11.9 million recorded during the second quarter of 2020 upon the repurchase and subsequent cancellation of approximately $157.2 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes; and

•a $42.0 million increase in the benefit from income taxes in the nine months ended September 30, 2020, compared to the prior year period, primarily due to: (i) the increased loss from continuing operations before income taxes on which the tax benefit is recognized; (ii) the mix and level of earnings; and (iii) a reduction in the U.S. tax on the Company's foreign earnings, net of the impact of non-deductible impairment charges, partially offset by the net change in valuation allowances recorded related to the limitation on the deductibility of interest.

~~Recent Debt Transactions~~

~~5.75% Senior Notes Exchange Offer~~

See “Recent Developments” for important information regarding the Company’s debt-related transactions occurring after September 30, 2020. On September 29, 2020, Products Corporation commenced the Exchange Offer to exchange any and all of the then-outstanding 5.75% Senior Notes (the “Existing 5.75% Senior Notes”). As described in "Recent Developments," the Exchange Offer was amended on October 23, 2020 and on November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding as of the closing on November 13, 2020.

~~Amendments to the 2020 BrandCo Term Loan Facility~~

~~Prior to consummating the Exchange Offer, on September 28, 2020, Products Corporation and~~ certain lenders under the 2020 BrandCo Term Loan Facility, representing more than a majority in aggregate principal amount of loans thereunder (the “Supporting BrandCo Lenders”), entered into a Transaction Support Agreement (the “BrandCo TSA”) under which the Supporting BrandCo Lenders agreed to take certain actions to facilitate the Exchange Offer and Consent Solicitation, including, among other things:

•~~Tendering any Existing~~ ~~5.75% Senior~~ ~~Notes held by such Supporting BrandCo Lenders into the Exchange Offer and Consent Solicitation;~~

•~~Consenting to amendments to the 2020 BrandCo Term Loan Facility~~ ~~to permit~~ ~~the exchange of Existing 5.75% Senior Notes for the New BrandCo Second-Lien Term Loans under the 2020 BrandCo Term Loan Facility as contemplated by the Offering Memorandum and the payment of the BrandCo Support and Consent Consideration;~~

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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)~~

~~MacAndrews & Forbes 2020 Restated Line of Credit Facility~~

As a result, and anticipating a future refinancing of the 2018 Foreign Asset-Based Term Facility (a “Future Refinanced European ABL Facility”), on September 28, 2020, Products Corporation and M&F entered into the Second Amended and Restated 2019 Senior Unsecured Line of Credit Facility (the “2020 Restated Line of Credit Facility”), which amended and restated the Amended 2019 Senior Line of Credit Facility and will provide Products Corporation with up to a $30 million tranche of a new facility of the 2018 Foreign Asset-Based Term Facility (the “New European ABL FILO Facility”) that would be secured on a “last-out” basis by the same collateral as the 2018 Foreign Asset-Based Term Facility or, if no Future Refinanced European ABL Facility is obtained, a stand-alone $30 million credit facility secured by the same collateral as the 2018 Foreign Asset-Based Term Facility when that facility is terminated, in each case, subject to a borrowing base. Upon the earlier of (x) the incurrence of a New European ABL FILO Facility and (y) December 31, 2020, the 2020 Restated Line of Credit Facility will terminate, such that M&F’s maximum committed amount under the 2020 Restated Line of Credit Facility will never exceed $30.0 million. As of September 30, 2020, there were no borrowings outstanding under the 2020 Restated Line of Credit Facility.

~~Consummation of 2020 BrandCo Refinancing Transactions~~

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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)~~

loan facility in an aggregate principal amount of $950 million (the “Roll-up BrandCo Facility”); and (iii) a senior secured term loan facility in an aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of $3 million (the “Junior Roll-up BrandCo Facility”). Additionally, on May 28, 2020, Products Corporation borrowed from the 2020 Facilities Lenders an additional $65 million of term loans under the 2020 BrandCo Facility to repay in full the 2020 Incremental Facility under the 2016 Term Loan Facility, as a result of which the 2020 BrandCo Facility at June 30, 2020 had an aggregate principal amount outstanding of $910.6 million (including paid-in-kind closing fees of $29.1 million and paid-in-kind interest of $1.5 million that were capitalized). Additionally, during the three months ended ~~June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility~~March 31, 2021, primarily due ~~June 2023,~~ ~~representing $846.0 million in aggregate principal outstanding, rolled-up~~ to the ~~Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025~~, ~~as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 had an aggregate principal amount outstanding of $846.0 million. T~~he Company determined that the roll-up of such 2016 Term Loan Facility lenders into the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility represented a debt modification under U.S. GAAP, as the cash flow effect between the amount that Products Corporation owed to the participating lenders under the old debt instrument (i.e., the 2016 Term Loan Facility) and the amount that Products Corporation owed to such lenders after the consummation of the roll-up into the new debt instrument (i.e., the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility) on a present value basis was less than 10% and, thus, the debt instruments were not considered to be substantially different within the meaning of ASC 470, Debt, under U.S. GAAP.

The proceeds of the 2020 BrandCo Facility were used: (i) to repay in full approximately $200 million of indebtedness outstanding under Products Corporation’s 2019 Term Loan Facility; (ii) to repay in full and terminate commitments under the 2020 Incremental Facility; and (iii) to pay fees and expenses in connection with the 2020 BrandCo Facilities and the 2020 BrandCo Refinancing Transactions. The Company will use the remaininglower net proceeds for general corporate purposes, including repurchasing, repaying or refinancing Products Corporation’s outstanding 5.75% Senior Notes. The proceeds of the Roll-up BrandCo Facility are available prior to the third anniversary of the BrandCo 2020 Facilities Closing Date to purchase at par an equivalent amount of any remaining term loans under the 2016 Term Loan Facility held by the lenders participating in the 2020 BrandCo Facility or their transferees. During the three months ended June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility due June 2023, representing $846.0 million in aggregate principal outstanding, rolled-up to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025, as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 have an aggregate principal amount outstanding of $846.0 million, with a remaining capacity for the roll-up of loans under the 2016 Term Loan Facility of $107.0 million. See “Amendments to the 2020 BrandCo Term Loan Facility” regarding the Supporting BrandCo Lenders relinquishing certain Roll-up Rights and Products Corporation’s issuance of the BrandCo Support and Consent Consideration.

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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)

~~Affirmative and Negative Covenants~~: The 2020 BrandCo Facilities contain certain affirmative and negative covenants that, among other things, limit Products Corporation’s and its restricted subsidiaries’ 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, unsecured 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 2020 BrandCo Facilities also restrict distributions and other payments from the BrandCos based on certain minimum thresholds of net sales with respect to the Specified Brand Assets. The 2020 BrandCo Facilities also contain certain customary representations, warranties and events of default, including a cross default provision making it an event of default under the 2020 BrandCo Credit Agreement if there is an event of default under Products Corporation’s existing 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement or the indentures governing each of Products Corporation’s 5.75% Senior Notes due 2021 and its 6.25% Senior Notes due 2024 (the “Senior Notes Indentures”). The lenders under the 2020 BrandCo Credit Agreement may declare all outstanding loans under the 2020 BrandCo Facilities to be due and payable immediately upon an event of default. Under such circumstances, the lenders under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, and the holders under the Senior Notes Indentures may also declare all outstanding amounts under such instruments to be due and payable immediately as a result of similar cross default or cross acceleration provisions, subject to certain exceptions and limitations described in the relevant instruments.

~~Prepayments~~: The 2020 BrandCo Facilities are subject to certain mandatory prepayments, including from the net proceeds from 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 2020 BrandCo Facilities may be repaid at any time, subject to customary prepayment premiums.

~~2016 Term Loan Facility Extension Amendment:~~ Term loan lenders under the 2016 Term Loan Facility were offered the opportunity to participate at par in the 2020 BrandCo Facilities based on their holdings of term loans under the 2016 Term Loan Facility. Lenders participating in the 2020 BrandCo Facilities, as well as other consenting lenders representing, in the aggregate, a majority of the loans and commitments under the 2016 Term Loan Facility, consented to an amendment to the 2016 Term Loan Facility (the “Extension Amendment”) that, among other things, made certain modifications to the covenants thereof and extended the maturity date of their term loans (“Extended Term Loans”) to June 30, 2025, subject to (i) the same September 7, 2023 springing maturity date of the non-extended term loans under the 2016 Term Loan Facility if, on such date, $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding, and (ii) a springing maturity of 91 days prior to the August 1, 2024 maturity date of the 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding. The Extension Amendment became effective on the BrandCo 2020 Facilities Closing Date. As of September 30, 2020, approximately $30.7 million in aggregate principal amount of Extended Term Loans were outstanding after giving effect to the 2020 BrandCo Refinancing Transactions. The Extended Term Loans bear interest at a rate of LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash, consistent with the interest rate applicable to the non-extended term loans. Approximately ~~$17.0~~ million of accrued interest outstanding on the 2016 Term Loan Facility was paid on the BrandCo 2020 Facilities Closing Date. The aggregate principal amount of non-extended term loans under the 2016 Term Loan Facility as of ~~September 30, 2020~~ ~~was approximately $855.6 million.~~

~~Repurchases of 5.75% Senior Notes due 2021~~

On May 7, 2020, Products Corporation used a portion of the proceeds from the 2020 BrandCo Facility to repurchase and subsequently cancel $50 million in aggregate principal face amount of its 5.75% Senior Notes. Products Corporation also paid approximately ~~$0.7 million of accrued interest outstanding on the~~ ~~5.75%~~ ~~Senior Notes on May 7, 2020. After the BrandCo 2020 Facilities Closing Date,~~ ~~Products Corporation~~ ~~repurchased and subsequently canceled in July 2020 a further~~ $62.8 million in aggregate principal face amount of its 5.75% Senior Notes. Furthermore, during the three months ended September 30, 2020, Products Corporation repurchased and subsequently canceled an additional $44.4 million in aggregate principal face amount of its 5.75% Senior Notes. Accordingly, as of September 30, 2020, Products Corporation had repurchased and subsequently cancelled a total of approximately $157.2 million in aggregate principal face amount of its 5.75% Senior Notes, resulting in a

~~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)~~

gain on extinguishment of debt of approximately $31.2 million and $43.1 million for the three and nine months ended September 30, 2020, respectively, which were recorded within "Gain on early extinguishment of debt" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020. See “Recent Developments” with respect to the 5.75% Senior Notes Exchange Offer.

~~Prepayment of the 2019 Term Loan Facility due 202~~3

~~Amendment to the 2018 Foreign Asset-Based Term Facility~~

•~~increasing the interest rate on the loan from EURIBOR (with a floor 0.50%) plus a margin of 6.50% to EURIBOR (with a floor 0.50%) plus a margin of 7.00%;~~

•~~requiring a mandatory prepayment of €5.0 million; and~~

•~~clarifying certain terms and waiving certain provisions in connection with the 2020 BrandCo Refinancing Transactions.~~

~~Incremental Revolving Credit Facility under the 2016 Term Loan Agreement~~

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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)~~

~~Amendments to the 2016 Revolving Credit Agreement~~

~~See “Recent Developments” regarding the 5th Amendment to the Amended 2016 Revolving Credit Facility.~~ On May 7, 2020, in connection with consummating the 2020 BrandCo Refinancing Transactions, Products Corporation entered into Amendment No. 4 to its Asset-Based Revolving Credit Agreement, dated as of September 7, 2016, as amended (the “2016 Revolving Credit Facility”). Amendment No. 4, among other things, made certain amendments and provided for certain waivers relating to the 2020 BrandCo Refinancing Transactions under the 2016 Revolving Credit Facility. In exchange for such amendments and waivers, the interest rate margin applicable to loans under Tranche A of the 2016 Revolving Credit Facility increased by 0.75%. In connection with the amendments to the 2018 Tranche B of the 2016 Revolving Credit Facility (which was fully repaid on its May 17, 2020 extended maturity date), Products Corporation incurred approximately $1.1 million in lender's fees that upon its full repayment were entirely expensed within “Miscellaneous, net” on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss as of September 30, 202~~0. See “Recent Developments” and Note 19, “Subsequent Events,” regarding, among other things, Amendment No. 5 to the 2016 Revolving Credit Facility.~~

Operating Segments

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

•~~Revlon~~ ~~- The Revlon segment is comprised of~~For additional information regarding 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~~Operating Segments, see Note 14, "Segment Data" to 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~~ Unaudited Consolidated Financial Statements in ~~the Elizabeth Arden skin care brands; and~~ ~~Elizabeth Arden White Tea, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue~~ ~~andElizabeth 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~~this Quarterly Report 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-

~~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)~~Form 10-Q.

~~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:~~

~~Third quarter results:~~

~~Year-to-date results:~~

Consolidated net sales in the nine months ended September 30, 2020 were $1,277.7 million, a $442.5 million decrease, or 25.7%, compared to $1,720.2 million in the nine months ended September 30, 2019. Excluding the $14.1 million unfavorable FX impact, consolidated net sales decreased by $428.4 million, or 24.9%, during the nine months ended September 30, 2020. The ongoing and prolonged COVID-19 pandemic contributed ~~an estimated $387 million ($392 million XFX) to the Company's~~ ~~$442.5 million~~ ~~decline in net sales in the nine months ended September 30, 2020~~, compared to the prior year period. The XFX net sales decrease of $428.4 million in the nine months ended September 30, 2020 was due to: a $227.4 million, or 31.8%, decrease in Revlon segment net sales; a $82.0 million, or 27.5%, decrease in Fragrances segment net sales; a $66.8 million, or 19.0%, decrease in Elizabeth Arden segment net sales; and a $52.2 million, or 14.7%, decrease in Portfolio 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. The Company allocates corporate expenses to each reportable segment to arrive at segment profit, as these expenses are 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 loss from continuing operations before income taxes, see Note 14, "Segment Data and Related Information," to the Company's Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

~~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)~~

The following ~~tables~~table provide a comparative summary of the Company's segment results for the periods presented.

Net Sales Segment Profit
Three Months Ended September 30, Change
XFX Change (a)
Three Months Ended September 30, Change
XFX Change (a)
2020 2019 $ % $ % 2020 2019 $ % $ %
Revlon $ 166.0 $ 217.3 $ (51.3) (23.6) % $ (51.9) (23.9) % $ 13.5 $ 7.3 $ 6.2 84.9 % $ 5.9 80.8 %
Elizabeth Arden 106.3 123.2 (16.9) (13.7) % (18.4) (14.9) % 3.4 12.5 (9.1) (72.8) % (9.5) (76.0) %
Portfolio 99.6 118.2 (18.6) (15.7) % (19.1) (16.2) % 12.2 14.4 (2.2) (15.3) % (2.5) (17.4) %
Fragrances 105.2 138.1 (32.9) (23.8) % (33.1) (24.0) % 25.4 34.2 (8.8) (25.7) % (9.1) (26.6) %
Total $ 477.1 $ 596.8 $ (119.7) (20.1) % $ (122.5) (20.5) % $ 54.5 $ 68.4 $ (13.9) (20.3) % $ (15.2) (22.2) %


		Net Sales												Segment Profit													Net Sales												Segment Profit
		Nine Months Ended September 30,				Change				XFX Change (a)				Nine Months Ended September 30,				Change				XFX Change (a)					Three Months Ended March 31,				Change				XFX Change (a)				Three Months Ended March 31,				Change				XFX Change (a)
		2020		2019		$		%		$		%		2020		2019		$		%		$		%			2021		2020		$		%		$		%		2021		2020		$		%		$		%
Revlon	Revlon	$	482.8	$	716.1	$	(233.3)	(32.6)	%	$	(227.4)	(31.8)	%	$	41.4	$	58.5	$	(17.1)	(29.2)	%	$	(16.8)	(28.7)	%	Revlon	$	162.0	$	181.8	$	(19.8)	(10.9)	%	$	(25.2)	(13.9)	%	$	8.0	$	15.6	$	(7.6)	(48.7)	%	$	(8.6)	(55.1)	%
Elizabeth Arden	Elizabeth Arden	282.4		352.0		(69.6)		(19.8)	%	(66.8)		(19.0)	%	18.4		17.1		1.3		7.6	%	1.6		9.4	%	Elizabeth Arden	112.2		95.2		17.0		17.9	%	11.4		12.0	%	9.2		4.2		5.0		119.0	%	3.6		85.7	%
Portfolio	Portfolio	298.1		354.1		(56.0)		(15.8)	%	(52.2)		(14.7)	%	33.9		25.0		8.9		35.6	%	8.8		35.2	%	Portfolio	96.0		110.0		(14.0)		(12.7)	%	(16.1)		(14.6)	%	13.1		7.2		5.9		81.9	%	5.4		75.0	%
Fragrances	Fragrances	214.4		298.0		(83.6)		(28.1)	%	(82.0)		(27.5)	%	34.6		53.6		(19.0)		(35.4)	%	(19.1)		(35.6)	%	Fragrances	74.8		66.0		8.8		13.3	%	7.4		11.2	%	7.9		1.4		6.5		N.M.		6.3		N.M.
Total	Total	$	1,277.7	$	1,720.2	$	(442.5)	(25.7)	%	$	(428.4)	(24.9)	%	$	128.3	$	154.2	$	(25.9)	(16.8)	%	$	(25.5)	(16.5)	%	Total	$	445.0	$	453.0	$	(8.0)	(1.8)	%	$	(22.5)	(5.0)	%	$	38.2	$	28.4	$	9.8	34.5	%	$	6.7	23.6	%

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

(N.M. - Not meaningful)

Revlon Segment

~~Third quarter results:~~

Revlon segment net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 were ~~$166.0~~$162.0 million, a ~~$51.3~~$19.8 million, or ~~23.6%~~10.9%, decrease, compared to ~~$217.3~~$181.8 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$0.6~~$5.4 million favorable FX impact, total Revlon segment net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 decreased by ~~$51.9~~$25.2 million, or ~~23.9%~~13.9%, compared to the ~~third quarter of 2019.~~three months ended March 31, 2020. The ongoing ~~and prolonged~~ COVID-19 pandemic ~~contributed an estimated~~ ~~$50 million ($50 million XFX) to~~negatively impacted the ~~Revlon segment's decrease in~~Revlon's segment net sales infor the three months ended March 31, 2021 by ~~third quarter~~an estimated ~~of 2020, compared to the prior year quarter.~~ $22.8 million ($22.4 million XFX).The Revlon ~~segment~~segment's XFX decrease in net sales of ~~$51.9~~$25.2 million in the ~~third quarter of 2020~~three months endedMarch 31, 2021 was driven ~~primarily~~ by lower net sales of Revlon color cosmetics, ~~as well as lower net sales of~~ ~~Revlon-branded professional hair-care products~~both in International regions and in North America, and, to a lower extent, by lower net sales of Revlon ColorSilk hair color products and Revlon-branded hair-care products in North ~~America,~~America. This decrease was due, primarily, to the continuing effects of the COVID-19 pandemic on the mass retail channels, and ~~on salon activity, respectively. This decrease was~~the related global supply chain constraints, partially offset by ~~higher~~ increased net sales of Revlon-branded beauty tools primarily in North America, as customers are using more products at home, and ~~hair color~~Revlon-branded professional hair-care products in ~~North America.~~International regions, as salons' activity in some international markets resumed in connection with temporary lift of restrictions related to the COVID-19 pandemic.

Revlon segment profit in the ~~third quarter of 2020~~three months ended March 31, 2021 was ~~$13.5~~$8.0 million, a ~~$6.2~~$7.6 million, or ~~84.9%~~48.7%, ~~increase,~~decrease, compared to ~~$7.3~~$15.6 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$0.3~~$1.0 million favorable FX impact, Revlon segment profit in the ~~third quarter of 2020 increased~~three months ended March 31, 2021 decreased by ~~$5.9~~$8.6 million, or ~~80.8%~~55.1%, compared to the ~~third quarter of 2019. This increase was driven primarily by the Revlon segment's lower bran~~d support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program~~, partially offset by the segment's lower net sales, primarily due to COVID-19 as described above, and lower gross profit margin.~~

~~Year-to-date results:~~

~~Revlon segment net sales in the nine~~three months ended September 30, 2020 were $482.8 million, a $233.3 million, or 32.6%, decrease, compared to $716.1 million in the nine months ended September 30, 2019. Excluding the $5.9 million unfavorable FX impact, total Revlon segment net sales in the nine months ended September 30, 2020 decreased by $227.4 million, or 31.8%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed

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~~an estimated~~ ~~$174 million ($176 million XFX) to the Revlon segment's decrease in net sales in the~~ ~~nine months endedSeptember 30, 2020, compared to the prior year period.~~ ~~The Revlon segment's XFX decrease in net sales of $227.4 million in the~~ ~~nine months endedSeptember 30, 2020 was driven primarily by lower net sales of~~ ~~Revlon~~ ~~color cosmetics, lower net sales of~~ ~~Revlon-branded professional hair-care products in International regions, as well as lower net sales of~~ ~~RevlonColorSilk~~ ~~hair color, due, primarily, to the continuing effects of COVID-19 on the mass retail channels and on salons activity, respectively, partially offset by~~ ~~increased net sales of~~ ~~Revlon-branded beauty tools and~~ ~~Revlon~~ ~~hair color products in North America~~.

~~Revlon segment profit in the nine months~~ ended September 30, 2020 was $41.4 million, a $17.1 million, or 29.2%, decrease, compared to $58.5 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Revlon segment profit in the nine months ended September 30, 2020 decreased by $16.8 million, or 28.7%, compared to the nine months ended September 30, 2019.March 31, 2020. This decrease was driven primarily by the Revlon segment's lower net sales, ~~primarily due to COVID-19~~ as described above, ~~and~~as well as slightly lower gross profit margin, partially offset ~~primarily~~ by the segment's lower ~~brand support and other~~ SG&A expenses, primarily ~~primarily~~ driven by cost reductions achieved primarily through ~~the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as~~ the Revlon 2020 Restructuring Program.

Elizabeth Arden Segment

~~Third quarter results:~~

Elizabeth Arden segment net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 were ~~$106.3~~$112.2 million, a ~~$16.9~~$17.0 million, or ~~13.7%~~17.9%, ~~decrease,~~increase, compared to ~~$123.2~~$95.2 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$1.5~~$5.6 million favorable FX impact, Elizabeth Arden segment net sales in the ~~third quarter of 2020 decreased~~three months ended March 31, 2021 increased by ~~$18.4~~$11.4 million, or ~~14.9%~~12.0%, compared to the ~~third quarter of 2019.~~three months ended March 31, 2020. The ongoing ~~and prolonged~~ COVID-19 pandemic ~~contributed~~negatively impacted the Elizabeth Arden's segment net sales for the three months ended March 31, 2021 by an estimated $243.3 million ($253.0 million XFX) ~~to the~~ ~~Elizabeth Arden segment’s~~ ~~decrease in net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~. The Elizabeth Arden segment XFX ~~decrease~~increase in net sales of ~~$18.4~~$11.4 million in the ~~third quarter of 2020~~three months ended March 31, 2021 was driven primarily ~~by lower net sales of certain~~ ~~Elizabeth Arden-branded skin care products and color cosmetics in International regions, as well as lower net sales of~~ ~~Elizabeth Arden-branded fragrances, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and other retail outlets, partially offset~~ by higher net sales of Ceramide skin care products, both in North ~~America.~~America and in International regions, and, to a lower extent, higher net sales of Green Tea and White Tea fragrances, as well as other Elizabeth Arden-branded skin care products, primarily in International regions and mainly in connection with growth in e-commerce net sales, as well as an increase in the travel retail business. This increase was partially offset by lower net sales of Prevage, primarily in International regions, in connection with the delayed launches on certain new products, and lower net sales of certain other Elizabeth Arden-branded skin care products, due, primarily, to the continuing effects of the COVID-19 pandemic on foot traffic at department stores and other retail outlets.

Elizabeth Arden segment profit in the ~~third quarter of 2020~~three months ended March 31, 2021 was ~~$3.4~~$9.2 million, a ~~$9.1~~$5.0 million, ~~decrease,~~or 119.0%, increase, compared to ~~$12.5~~$4.2 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$0.4~~$1.4 million favorable FX impact, Elizabeth Arden segment profit in the ~~third quarter of 2020 decreased~~three months ended March 31, 2021 increased by ~~$9.5~~$3.6 million, or 85.7%, compared to the ~~third quarter of 2019.~~three months ended March 31, 2020. This ~~decrease~~increase was driven primarily by the Elizabeth Arden segment's ~~lower~~higher net sales~~primarily due to COVID-19~~ as described above, ~~and~~partially offset primarily by higher brand support expenses to support the increase level of sales, as well as moderately lower gross profit margin, ~~partially offset primarily by~~ the segment's lower brand support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

~~Year-to-date results:~~Portfolio Segment

~~Elizabeth Arden~~Portfolio segment net sales in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were ~~$282.4~~$96.0 million, a ~~$69.6~~$14.0 million, or ~~19.8%~~12.7%, decrease, compared to ~~$352.0~~$110.0 million in the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Excluding the ~~$2.8~~$2.1 million ~~unfavorable~~favorable FX impact, ~~Elizabeth Arden~~total Portfolio segment net sales in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 decreased by ~~$66.8~~$16.1 million, or ~~19.0%~~14.6%, compared to the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The ongoing ~~and prolonged~~ COVID-19 pandemic ~~contributed~~negatively impacted the Portfolio's segment net sales for the three months ended March 31, 2021 by an estimated $9313.6 million ($9513.2 million XFX) ~~to the~~ ~~Elizabeth Arden segment’s~~ ~~decrease in net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~. The ~~Elizabeth Arden~~Portfolio segment XFX decrease in net sales of ~~$66.8~~$16.1 million in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was driven primarily by lower net sales of certain ~~Elizabeth Arden-branded~~local and regional skin care products brands, both in International regions and in North America, as well as ~~color cosmetics, and~~ lower net sales of ~~Elizabeth Arden~~Mitchum anti-perspirant deodorants, primarily in North America, and of Almay color cosmetics, driven, primarily, by the continuing effects of the COVID-19 pandemic on the mass retail channel and the related global supply chain constraints.

Portfolio segment profit in the three months ended March 31, 2021 was $13.1 million, a $5.9 million, or 81.9%, increase compared to $7.2 million in the three months ended March 31, 2020. Excluding the $0.5 million favorable FX impact, Portfolio segment profit in the three months ended March 31, 2021 increased by $5.4 million, or 75.0%, compared to the three months ended March 31, 2020. This increase was driven primarily by the Portfolio segment's lower SG&A, achieved primarily through the Revlon 2020 Restructuring Program, and brand support expenses, as well as higher gross profit margin, partially offset by the segment's lower net sales, as described above.

Fragrances Segment

Fragrances segment net sales in the three months ended March 31, 2021 were $74.8 million, a $8.8 million, or 13.3%, increase, compared to $66.0 million in the three months ended March 31, 2020. Excluding the $1.4 million favorable FX impact, total Fragrances segment net sales in the three months ended March 31, 2021 increased by $7.4 million, or 11.2%, compared to the three months ended March 31, 2020. The ongoing COVID-19 pandemic negatively impacted the Fragrances' segment net sales for the three months ended March 31, 2021 by an estimated $4.7 million ($4.6 million XFX). The Fragrances segment XFX increase in net sales of $7.4 million in the three months ended March 31, 2021 was driven primarily by increases in sales of Juicy Couture, Curve and John Varvatos fragrances in North America, primarily due to a recovery from the

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)

ongoing COVID-19 pandemic, as retailers are restocking their inventory levels, partially offset primarily by decreases in other distributed fragrances, primarily linked to the lingering effect of the ongoing COVID-19 pandemic.

Fragrances segment profit in the three months ended March 31, 2021 was $7.9 million, a $6.5 million, increase, compared to $1.4 million in the three months ended March 31, 2020. Excluding the $0.2 million favorable FX impact, Fragrances segment profit in the three months ended March 31, 2021 increased by $6.3 million, compared to the three months ended March 31, 2020. This increase was driven primarily by the Fragrances segment's higher net sales, as described above, as well as lower brand support expenses, partially offset by the segment's slightly lower gross profit margin.

Geographic Results:

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




































	Three Months Ended March 31,				Change				XFX Change (a)
	2021		2020		$		%		$		%
Revlon
North America	$	83.0	$	99.1	$	(16.1)	(16.2)	%	$	(16.3)	(16.4)	%
International	79.0		82.7		(3.7)		(4.5)	%	(8.9)		(10.8)	%
Elizabeth Arden
North America	$	28.4	$	21.4	$	7.0	32.7	%	$	6.2	29.0	%
International	83.8		73.8		10.0		13.6	%	5.2		7.0	%
Portfolio
North America	$	63.5	$	70.8	$	(7.3)	(10.3)	%	$	(7.8)	(11.0)	%
International	32.5		39.2		(6.7)		(17.1)	%	(8.3)		(21.2)	%
Fragrances
North America	$	51.3	$	42.2	$	9.1	21.6	%	$	8.8	20.9	%
International	23.5		23.8		(0.3)		(1.3)	%	(1.4)		(5.9)	%
Total Net Sales	$	445.0	$	453.0	$	(8.0)	(1.8)	%	$	(22.5)	(5.0)	%

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

Revlon Segment

North America

In North America, Revlon segment net sales in the three months ended March 31, 2021 decreased by $16.1 million, or 16.2%, to $83.0 million, compared to $99.1 million in the three months ended March 31, 2020. Excluding the $0.2 million favorable FX impact, Revlon segment net sales in North America in the three months ended March 31, 2021 decreased by $16.3 million, or 16.4%, compared to the three months ended March 31, 2020. The ongoing COVID-19 pandemic negatively impacted the Revlon's segment net sales in North America for the three months ended March 31, 2021 by an estimated $14.5 million ($14.5 million XFX). The Revlon segment's $16.3 million XFX decrease in North America net sales in the three months ended March 31, 2021 was primarily due to the Revlon segment's lower net sales of Revlon color cosmetics, as well as Revlon ColorSilk hair color products and Revlon-branded ~~fragrances,~~hair-care products due, primarily, to the continuing effects of the COVID-19 pandemic on ~~foot traffic at department stores~~the mass retail channel, and ~~other retail outlets,~~the related global supply chain constraints, partially offset by higher net sales of ~~Ceramide~~Revlon ~~skin care products.~~-branded beauty tools.

International

~~Elizabeth Arden~~

Internationally, Revlon segment ~~profit~~net sales in the ~~nine~~three months ended ~~September 30, 2020 was $18.4 million, a $1.3~~March 31, 2021 decreased by $3.7 million, or ~~7.6%~~4.5%, ~~increase,~~to $79.0 million, compared to ~~$17.1~~$82.7 million in the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Excluding the ~~$0.3~~$5.2 million ~~unfavorable~~favorable FX impact, ~~Elizabeth Arden~~ Revlon segment ~~profit~~International net sales in the ~~nine~~three months ended ~~September 30, 2020 increased~~March 31, 2021 decreased by ~~$1.6~~$8.9 million, or ~~9.4%~~10.8%, compared to the ~~nine~~three months ended ~~September 30, 2019. This increase was driven primarily~~March 31, 2020. The ongoing COVID-19 pandemic negatively impacted the Revlon's segment International net sales for the three months ended March 31, 2021 by ~~the Elizabeth Arden segment's~~an estimated $8.3 million ($7.9 million XFX).

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AND RESULTS OF OPERATIONS

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

lower other SG&A and brand support expenses and slightly higher gross profit margin, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program, partia~~lly offset by the segment's lower net sales, primarily due to COVID-19 as described above.~~

~~Portfolio Segment~~

~~Third quarter results:~~

Portfolio segment net sales in the third quarter of 2020 were $99.6 million, a $18.6 million, or 15.7%, decrease, compared to $118.2 million in the third quarter of 2019. Excluding the $0.5 million favorable FX impact, total Portfolio segment net sales in the third quarter of 2020 decreased by $19.1 million, or 16.2%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$19 million ($19 million XFX) to the~~ ~~Portfolio segment’s~~ ~~decrease in net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Portfolio segment XFX decrease in net sales of $19.1 million in the third quarter of 2020 was driven primarily by lower net sales of~~ ~~Almay~~ ~~color cosmetics,~~ ~~CND~~ ~~nail products and~~ ~~American Crew~~ men's grooming products, primarily in North America, as well as lower net sales of certain local and regional brands, driven, primarily, by the continuing effect of COVID-19 on the mass retail channel and on salons. This decrease was partially offset by higher net sales in North America of~~Creme of Nature~~ ~~products and~~ ~~Mitchum~~ ~~anti-perspirant deodorants.~~

~~Portfolio segment profit in the third quarter of 2020 was $12.2 million, a $2.2 million decrease, compared to $14.4 million in the third quarter of 2019.~~ Excluding the $0.3 million favorable FX impact, Portfolio segment profit in the three months ended September 30, 2020 decreased by $2.5 million, or 17.4%, compared to the three months ended September 30, 2019. Th~~is decrease was driven primarily by the Portfolio segment's lower net sales,~~ ~~primarily due to the ongoing and prolonged COVID-19 pandemic, as described above, and lower gross profit margin, partially offset by~~ the segment's lower brand support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

~~Year-to-date results:~~

Portfolio segment net sales in the nine months ended September 30, 2020 were $298.1 million, a $56.0 million, or 15.8%, decrease, compared to $354.1 million in the nine months ended September 30, 2019. Excluding the $3.8 million unfavorable FX impact, total Portfolio segment net sales in the nine months ended September 30, 2020 decreased by $52.2 million, or 14.7%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$56 million ($56 million XFX) to the~~ ~~Portfolio segment’s~~ ~~decrease in net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Portfolio segment XFX decrease in net sales of $52.2 million in the nine months ended September 30, 2020 was driven primarily by lower net sales of~~ ~~Almay~~ ~~color cosmetics,~~ ~~American Crew~~ ~~men's grooming products,~~ ~~CND~~ nail products, primarily in North America, as well as certain local and regional skin care products brands, driven, primarily, by the continuing effects of COVID-19 on the mass retail channel and salons. This decrease was partially offset primarily by higher net sales of ~~Creme of Nature~~ ~~products and of~~ ~~Cutex~~ ~~nail care products, primarily in North America.~~

Portfolio segment profit in the nine months ended September 30, 2020 was $33.9 million, a $8.9 million, or 35.6%, increase compared to $25.0 million in the nine months ended September 30, 2019. Excluding the $0.1 million favorable FX impact, Portfolio segment profit in the nine months ended September 30, 2020 increased by $8.8 million, or 35.2%, compared to the nine months ended September 30, 2019. This increase was driven primarily by the Portfolio segment's lower SG&A and brand support expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program, ~~partially offset by the segment's~~ ~~lower net sales,~~ ~~primarily due to COVID-19,as described above, and~~ ~~slightly lower gross profit margin.~~

~~Fragrances Segment~~

~~Third quarter results:~~

~~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)~~

Fragrances segment net sales in the third quarter of 2020 were $105.2 million, a $32.9 million, or 23.8%, decrease, compared to $138.1 million in the third quarter of 2019. Excluding the $0.2 million favorable FX impact, total Fragrances segment net sales in the third quarter of 2020 decreased by $33.1 million, or 24.0%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $25 million ($25 million XFX) to the ~~Fragrances segment’s~~ ~~decrease in net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter. The Fragrances segment XFX decrease in net sales of $33.1 million~~ ~~in the third quarter of 2020~~ ~~was driven primarily by continuing impacts from COVID-19, especially in the prestige channel, resulting in decreased foot traffic.~~

Fragrances segment profit in the third quarter of 2020 was $25.4 million, a $8.8 million, or 25.7%, decrease, compared to $34.2 million in the third quarter of 2019. Excluding the $0.3 million favorable FX impact, Fragrances segment profit in the third quarter of 2020 decreased by $9.1 million, or 26.6%, compared to the third quarter of 2019. This decrease was driven primarily by the Fragrances segment's lower net sales, ~~primarily due to the ongoing and prolonged COVID-19 pandemic,~~ as described above, and lower gross profit margin, partially offset by the segment's lower brand support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

~~Year-to-date results:~~

Fragrances segment net sales in the nine months ended September 30, 2020 were $214.4 million, a $83.6 million, or 28.1%, decrease, compared to $298.0 million in the nine months ended September 30, 2019. Excluding the $1.6 million unfavorable FX impact, total Fragrances segment net sales in the nine months ended September 30, 2020 decreased by $82.0 million, or 27.5%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$65 million ($65 million XFX) to the~~ ~~Fragrances segment’sdecrease in net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Fragrances segment XFX decrease in net sales of $82.0 million in the nine months ended September 30, 2020 was driven primarily by continuing impacts from COVID-19,~~ ~~especially in the prestige channel, resulting in decreased foot traffic and temporary door closures~~.

Fragrances segment profit in the nine months ended September 30, 2020 was $34.6 million, a $19.0 million, or 35.4%, decrease, compared to $53.6 million in the nine months ended September 30, 2019. Excluding the $0.1 million favorable FX impact, Fragrances segment profit in the nine months ended September 30, 2020 decreased by $19.1 million, or 35.6%, compared to the nine months ended September 30, 2019. This decrease was driven primarily by the Fragrances segment's lower net sales, primarily due to the ongoing and prolonged COVID-19 pandemic, as described above, and slightly lower gross profit margin, partially offset primarily by lower other SG&A and brand support expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

~~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:~~

Three Months Ended September 30,

Change
XFX Change (a)
2020 2019 $ % $ %
Revlon
North America $ 86.4 $ 100.0 $ (13.6) (13.6) % $ (13.7) (13.7) %
International 79.6 117.3 (37.7) (32.1) % (38.2) (32.6) %
Elizabeth Arden
North America $ 30.5 $ 29.5 $ 1.0 3.4 % $ 1.1 3.7 %
International 75.8 93.7 (17.9) (19.1) % (19.5) (20.8) %
Portfolio
North America $ 59.9 $ 71.4 $ (11.5) (16.1) % $ (11.3) (15.8) %
International 39.7 46.8 (7.1) (15.2) % (7.8) (16.7) %
Fragrance
North America $ 79.2 $ 98.6 $ (19.4) (19.7) % $ (19.3) (19.6) %
International 26.0 39.5 (13.5) (34.2) % (13.8) (34.9) %
Total Net Sales $ 477.1 $ 596.8 $ (119.7) (20.1) % $ (122.5) (20.5) %
Nine Months Ended September 30, Change
XFX Change (a)
2020 2019 $ % $ %
Revlon
North America $ 265.6 $ 367.9 $ (102.3) (27.8) % $ (102.0) (27.7) %
International 217.2 348.2 (131.0) (37.6) % (125.4) (36.0) %
Elizabeth Arden
North America $ 66.9 $ 83.9 $ (17.0) (20.3) % $ (16.7) (19.9) %
International 215.5 268.1 (52.6) (19.6) % (50.1) (18.7) %
Portfolio
North America $ 182.8 $ 214.5 $ (31.7) (14.8) % $ (31.4) (14.6) %
International 115.3 139.6 (24.3) (17.4) % (20.8) (14.9) %
Fragrances
North America $ 151.1 $ 198.4 $ (47.3) (23.8) % $ (47.2) (23.8) %
International 63.3 99.6 (36.3) (36.4) % (34.8) (34.9) %
Total Net Sales $ 1,277.7 $ 1,720.2 $ (442.5) (25.7) % $ (428.4) (24.9) %

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

~~Revlon Segment~~

~~Third quarter results:~~

~~North America~~

In North America, Revlon segment net sales in the third quarter of 2020 decreased by $13.6 million, or 13.6%, to $86.4 million, compared to $100.0 million in the third quarter of 2019. Excluding the $0.1 million favorable FX impact, Revlon segment net sales in North America in the third quarter of 2020 decreased by $13.7 million, or 13.7%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$15 million ($15 million XFX) to the~~ ~~Revlon segment’s~~ ~~decrease in net sales in North America in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ The Revlon segment's ~~$13.7 million XFX decrease in North America net sales in the third quarter of 2020 was primarily due to the Revlon segment's lower net sales of~~ ~~Revlon~~ ~~color cosmetics and of~~ ~~RevlonColorSilk~~ ~~hair color products, due, primarily, to~~

~~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)~~

~~the continuing effects of COVID-19 on the mass retail channel, partially offset by higher net sales of~~ ~~Revlon-branded beauty tools and hair-care products.~~

~~International~~

Internationally, Revlon segment net sales in the third quarter of 2020 decreased by $37.7 million, or 32.1%, to $79.6 million, compared to $117.3 million in the third quarter of 2019. Excluding the $0.5 million favorable FX impact, Revlon segment International net sales in the third quarter of 2020 decreased by $38.2 million, or 32.6%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$35 million ($35 million XFX) to the~~ ~~Revlon segment’s~~ ~~decrease in International net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Revlon segment's $38.2~~$8.9 million XFX decrease in International net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 was driven primarily by the Revlon segment's lower net sales of Revlon color cosmetics ~~as well as lower net sales~~across all of ~~Revlon-branded professional hair-care products~~the Company's International regions, due, primarily, to the continuing effects of the COVID-19 pandemic on the mass retail channel, ~~and salons. This decrease was~~ partially offset by higher net sales of Revlon ColorSilk hair color products ~~primarily within the Company's Latin America region,~~ and ~~growth in e-commerce net sales~~.

~~Year-to-date results:~~

~~North America~~

In North America, Revlon segment net sales in the nine months ended September 30, 2020 decreased by $102.3 million, or 27.8%, to $265.6 million, compared to $367.9 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Revlon segment net sales in North America in the nine months ended September 30, 2020 decreased by $102.0 million, or 27.7%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$67 million ($67 million XFX) to the~~ ~~Revlon segment’sdecrease in net sales in North America in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Revlon segment's $102.0 million XFX decrease in North America net sales in the nine months ended September 30, 2020 was primarily due to the Revlon segment's lower net sales of~~ ~~Revlon~~ ~~color cosmetics, as well as~~ ~~Revlon ColorSilk~~ ~~hair color products, due, primarily, to the continuing effects of COVID-19 on the mass retail channel, partially offset by higher net sales~~ of Revlon-branded ~~beauty tools and hair care products.~~professional hair-care products, primarily in the EMEA region.

~~International~~

Internationally, Revlon segment net sales in the nine months ended September 30, 2020 decreased by $131.0 million, or 37.6%, to $217.2 million, compared to $348.2 million in the nine months ended September 30, 2019. Excluding the $5.6 million unfavorable FX impact, Revlon segment International net sales in the nine months ended September 30, 2020 decreased by $125.4 million, or 36.0%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$107 million ($109 million XFX) to the~~ ~~Revlon segment’s~~ ~~decrease in International net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Revlon segment's $125.4 million XFX decrease in International net sales in the nine months ended September 30, 2020 was driven primarily by the Revlon segment's lower net sales of~~ ~~Revlon~~ ~~color cosmetics, as well as lower net sales of~~ ~~Revlon-branded hair-care professional products and~~ ~~Revlon ColorSilk~~ ~~hair color products, within the Company's EMEA, Asia, Latin America and Pacific regions, due, primarily, to the continuing effects of COVID-19 on the mass retail channel and salons.~~

Elizabeth Arden Segment

~~Third quarter results:~~

North America

In North America, Elizabeth Arden segment net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 increased by ~~$1.0~~$7.0 million, or ~~3.4%~~32.7%, to ~~$30.5~~$28.4 million, compared to ~~$29.5~~$21.4 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$0.1~~$0.8 million ~~unfavorable~~favorable FX impact, Elizabeth Arden segment net sales in North America in the ~~third quarter of 2020~~three months ended March 31, 2021 increased by ~~$1.1~~$6.2 million, or ~~3.7%~~29.0%, compared to the ~~third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated~~ three months ended March 31, 2020.~~$1 million ($1 million XFX) to the~~ ~~Elizabeth Arden segment’s variance~~ ~~in net sales in North America in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ The Elizabeth Arden segment's ~~$1.1~~$6.2 million XFX increase in North America net sales in the ~~third quarter of 2020~~three months ended March 31, 2021 was driven primarily by the Elizabeth Arden segment's higher net sales of Ceramide skin care products, as well as growth in e-commerce net sales, partially offset by lower net sales of certain other Elizabeth Arden-branded skin care products, due, primarily, to the continuing effects of the COVID-19 pandemic on foot traffic at department stores and other retail outlets. The ongoing COVID-19 pandemic negatively impacted the Elizabeth Arden's segment net sales in North America for the three months ended March 31, 2021 by an estimated $0.8 million ($0.8 million XFX).

International

Internationally, Elizabeth Arden segment net sales in the three months ended March 31, 2021 increased by $10.0 million, or 13.6%, to $83.8 million, compared to $73.8 million in the three months ended March 31, 2020. Excluding the $4.8 million favorable FX impact, Elizabeth Arden segment International net sales in the three months ended March 31, 2021 increased by $5.2 million, or 7.0%, compared to the three months ended March 31, 2020.The ongoing COVID-19 pandemic negatively impacted the Elizabeth Arden's segment International net sales for the three months ended March 31, 2021 by an estimated $2.4 million ($2.3 million XFX).The Elizabeth Arden segment's $5.2 million XFX increase in International net sales in the three months ended March 31, 2021 was driven primarily by higher net sales of Ceramide skin care productsand, to a lower extent, higher net sales of Green Tea and White Tea fragrances, as well as other Elizabeth Arden-branded skin care products, primarily in connection with growth in e-commerce net sales, as well as an increase in the travel retail business, primarily in the Asia region. This increase was partially offset by lower net sales of Prevage skin care products within the Asia region, primarily in connection with the delayed launches on certain new products.

Portfolio Segment

North America

In North America, Portfolio segment net sales in the three months ended March 31, 2021 decreased by $7.3 million, or 10.3%, to $63.5 million, as compared to $70.8 million in the three months ended March 31, 2020. Excluding the $0.5 million favorable FX impact, Portfolio segment net sales in North America in the three months ended March 31, 2021 decreased by $7.8 million, or 11.0%, compared to the three months ended March 31, 2020. The ongoing COVID-19 pandemic negatively impacted the Portfolio's segment net sales in North America for the three months ended March 31, 2021 by an estimated $8.0 million ($7.9 million XFX). The Portfolio segment's $7.8 million XFX decrease in North America net sales in the three months ended March 31, 2021 was driven primarily by the Portfolio segment's lower net sales of certain local and regional products brands, lower net sales of Mitchum anti-perspirant deodorants, as well as, to a lower extent, lower net sales of Almay color cosmetics, due, primarily, to the continuing effects of the COVID-19 pandemic on the mass retail channel and the related global supply chain constraints.

International

Internationally, Portfolio segment net sales in the three months ended March 31, 2021 decreased by $6.7 million, or 17.1%, to $32.5 million, compared to $39.2 million in the three months ended March 31, 2020. Excluding the $1.6 million favorable FX impact, Portfolio segment International net sales decreased by $8.3 million, or 21.2%, in the three months ended March 31, 2021, compared to the three months ended March 31, 2020.The ongoing COVID-19 pandemic negatively impacted the Portfolio's segment International net sales for the three months ended March 31, 2021 by an estimated $5.7 million ($5.3 million XFX). The Portfolio segment's $8.3 million XFX decrease in International net sales in the three months ended

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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)

~~sales of certain other~~ ~~Elizabeth Arden-branded skin care and fragrances products, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and other retail outlets.~~

~~International~~

Internationally, Elizabeth Arden segment net sales in the third quarter of 2020 decreased by $17.9 million, or 19.1%, to $75.8 million, compared to $93.7 million in the third quarter of 2019. Excluding the $1.6 million favorable FX impact, Elizabeth Arden segment International net sales in the third quarter of 2020 decreased by $19.5 million, or 20.8%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$23 million ($24 million XFX) to the~~ ~~Elizabeth Arden segment’sdecrease in the International net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Elizabeth Arden segment's $19.5 million XFX decrease in International net sales in the third quarter 2020 was driven primarily by lower net sales of~~ ~~Elizabeth Arden-branded skin care products and color cosmetics products, as well as certain~~ ~~Elizabeth Arden~~-branded fragrances, primarily within the Company's EMEA and, to a lesser extent, Asia and Pacific regions, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and on travel retail outlets.

~~Year-to-date results:~~

~~North America~~

In North America, Elizabeth Arden segment net sales in the nine months ended September 30, 2020 decreased by $17.0 million, or 20.3%, to $66.9 million, compared to $83.9 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Elizabeth Arden segment net sales in North America in the nine months ended September 30, 2020 decreased by $16.7 million, or 19.9%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$16 million ($16 million XFX) to the~~ ~~Elizabeth Arden segment’s~~ ~~decrease in net sales in North America in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ The Elizabeth Arden segment's $16.7 million XFX decrease in North America net sales in the nine months ended September 30, 2020 was driven primarily by the Elizabeth Arden segment's lower net sales of certain ~~Elizabeth Arden-branded skin care products, as well as~~ ~~Elizabeth Arden~~-branded color cosmetics products and fragrances, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and other retail outlets. This decrease was partially offset by higher net sales of ~~Ceramide~~ ~~skin care products,~~ ~~as well as growth in e-commerce net sales~~.

~~International~~

Internationally, Elizabeth Arden segment net sales in the nine months ended September 30, 2020 decreased by $52.6 million, or 19.6%, to $215.5 million, compared to $268.1 million in the nine months ended September 30, 2019. Excluding the $2.5 million unfavorable FX impact, Elizabeth Arden segment International net sales in the nine months ended September 30, 2020 decreased by $50.1 million, or 18.7%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$76 million ($79 million XFX) to the~~ ~~Elizabeth Arden segment’s~~ ~~decrease in International net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Elizabeth Arden segment's $50.1 million XFX decrease in International net sales in the nine months ended September 30, 2020 was driven primarily by lower net sales of certain~~ ~~Elizabeth Arden-branded skin care products, as well as lower net sales of~~ ~~Elizabeth Arden~~-branded fragrances and color cosmetics, primarily within the Company's EMEA and, to a lesser extent, Asia, Pacific and Latin America regions, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and on travel retail outlets. This decrease was partially offset by higher net sales of ~~Ceramide~~ ~~skin care products within the Company's Asia region,~~ ~~as well as growth in e-commerce net sales~~.

~~Portfolio Segment~~

~~Third quarter results:~~

~~North America~~

In North America, Portfolio segment net sales in the third quarter of 2020 decreased by $11.5 million, or 16.1%, to $59.9 million, compared to $71.4 million in the third quarter of 2019. Excluding the $0.2 million unfavorable FX impact, Portfolio segment North America net sales in the third quarter of 2020 decreased by $11.3 million, or 15.8%, compared to the third quarter third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$14 million ($14~~

~~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)~~

~~million XFX) to the~~ ~~Portfolio segment’sdecrease in net sales in North America in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Portfolio segment's $11.3 million XFX decrease in North America net sales in the third quarter of 2020 was driven primarily by the Portfolio segment's lower net sales of~~ ~~Almay~~ ~~color cosmetics,~~ ~~CND~~ ~~nail products,~~ ~~American Crew~~ ~~men's grooming products, driven, primarily, by the continuing effects of COVID-19 on the mass retail channel and on salons. This decrease was partially offset primarily by higher net sales of~~ ~~Creme of Nature~~ ~~products, as well as~~ ~~Mitchum~~ ~~anti-perspirant deodorants and~~ ~~Cutex~~ ~~nail products.~~

~~International~~

Internationally, Portfolio segment net sales in the third quarter of 2020 decreased by $7.1 million, or 15.2%, to $39.7 million, compared to $46.8 million in the third quarter of 2019. Excluding the $0.7 million favorable FX impact, Portfolio segment International net sales decreased by $7.8 million, or 16.7%, in the third quarter of 2020, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$5 million ($5 million XFX) to the~~ ~~Portfolio segment’s~~ ~~decrease in International net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Portfolio segment's $7.8 million XFX decrease in International net sales in the third quarter of 2020 was driven primarily by lower net sales of local and regional brands,~~ ~~CND~~ ~~nail products,~~ ~~American Crew~~ ~~men's grooming products and~~ ~~Almay~~ ~~color cosmetics, primarily in the Company's EMEA region, driven, primarily, by the continuing effects of COVID-19 on salons and the mass retail channel.~~

~~Year-to-date results:~~

~~North America~~

In North America, Portfolio segment net sales in the nine months ended September 30, 2020 decreased by $31.7 million, or 14.8%, to $182.8 million, as compared to $214.5 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Portfolio segment net sales in North America in the nine months ended September 30, 2020 decreased by $31.4 million, or 14.6%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$39 million ($39 million XFX) to the~~ ~~Portfolio segment’s~~ ~~decrease in net sales in North America in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Portfolio segment's $31.4 million XFX decrease in North America net sales in the nine months ended September 30, 2020 was driven primarily by the Portfolio segment's lower net sales of~~ ~~Almay~~ ~~color cosmetics,~~ ~~CND~~ ~~nail products and~~ ~~American Crew~~ ~~men's grooming products, due, primarily, to the continuing effects of COVID-19 on the mass retail channel and on salons. This decrease was partially offset primarily by higher net sales of~~ ~~Creme of Nature and certain other local and regional products brands,~~ ~~Cutex~~ ~~nail products and~~ ~~Mitchum~~ ~~anti-perspirant deodorants, as well as growth in e-commerce net sales.~~

~~International~~

Internationally, Portfolio segment net sales in the nine months ended September 30, 2020 decreased by $24.3 million, or 17.4%, to $115.3 million, compared to $139.6 million in the nine months ended September 30, 2019. Excluding the $3.5 million unfavorable FX impact, Portfolio segment International net sales decreased by $20.8 million, or 14.9%, in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$17 million ($17 million XFX) to the~~ ~~Portfolio segment’s~~ ~~decrease in International net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ ~~The Portfolio segment's $20.8 million XFX decrease in International net sales in the nine months ended September 30, 2020~~March 31, 2021 was driven primarily by the Portfolio segment's lower net sales of certain local and regional skin care products brands, ~~American Crew~~ ~~men's grooming products,~~ ~~CND~~ ~~nail products and~~as well as, to a lower extent, lower net sales of Almay color cosmetics ~~primarily in the Company's EMEA region,~~ due, primarily, to the continuing ~~effect~~effects of the COVID-19 pandemic on the mass retail channel and ~~on salons.~~the related global supply chain constraints

Fragrances Segment

~~Third quarter results:~~

North America

In North America, Fragrances segment net sales in the ~~third quarter of 2020 decreased~~three months ended March 31, 2021 increased by ~~$19.4~~$9.1 million, or ~~19.7%~~21.6%, to ~~$79.2~~$51.3 million, as compared to ~~$98.6~~$42.2 million in the ~~third quarter of 2019.~~three months ended March 31, 2020. Excluding the ~~$0.1~~$0.3 million ~~unfavorable~~favorable FX impact, Fragrances segment net sales in North America ~~decreased~~increased by ~~$19.3~~$8.8 million, or ~~19.6%~~20.9%, in the ~~third quarter of 2020,~~three months ended March 31, 2021, compared to the ~~third quarter~~three months ended March 31, 2020. The Fragrances segment's $8.8 million XFX increase in North America net sales in the three months ended March 31, 2021 was driven primarily by increases in sales of ~~2019.~~Juicy Couture, Curve and John Varvatos fragrances primarily due to a recovery from the ongoing COVID-19 pandemic, as retailers are restocking their inventory levels, partially offset primarily by decreases in other distributed fragrances. The ongoing ~~and prolonged~~ COVID-19 pandemic ~~contributed~~negatively impacted the Fragrances' segment net sales in North America for the three months ended March 31, 2021 by an estimated ~~$16~~$3.4 million ($163.4 million XFX).

International

Internationally, Fragrances segment net sales in the three months ended March 31, 2021 decreased by $0.3 million, or 1.3%, to $23.5 million, compared to $23.8 million in the three months ended March 31, 2020. Excluding the $1.1 million favorable FX impact, Fragrances segment International net sales decreased by $1.4 million, or 5.9%, in the three months ended March 31, 2021, compared to the three months ended March 31, 2020.The ongoing COVID-19 pandemic negatively impacted the Fragrances' segment International net sales for the three months ended March 31, 2021 by an estimated $1.3 million ($1.2 million XFX). The Fragrances segment's $1.4 million XFX decrease in International net sales in the three months ended March 31, 2021 was driven primarily by lower net sales in the Company's EMEA and Pacific regions due to the continuing impacts from the COVID-19 pandemic, resulting in decreased foot traffic and temporary door closures and the related global supply chain constraints.

Gross profit:

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


	Three Months Ended March 31,
		2021			2020			Change
Gross profit		$	253.8		$	255.2		$	(1.4)
Percentage of net sales		57.0		%	56.3		%	0.7		%

Gross profit decreased by $1.4 million in the three months ended March 31, 2021, as compared to the three months ended of 2020. Gross profit as a percentage of net sales (i.e., gross margin) in the three months ended March 31,2021 increased by 0.7% percentage points, as compared to the three months ended March 31, 2020. The increase in gross margin in the three months ended March 31, 2021, as compared to the prior year period, was impacted by lower sales allowances, favorable foreign currency impacts and cost reductions achieved through the Revlon 2020 Restructuring Program, partially offset by the negative effect of product mix and higher manufacturing costs, primarily attributable to the effects of the ongoing COVID-19 pandemic.

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

~~XFX) to the~~ ~~Fragrances segment’s~~ ~~decrease in net sales in North America in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ ~~The Fragrances segment's $19.3 million XFX decrease in North America net sales in the third quarter of 2020 was driven primarily by lower net sales due to the continuing impacts from COVID-19, especially in the prestige channel, resulting in decreased foot traffic.~~

~~International~~

Internationally, Fragrances segment net sales in the third quarter of 2020 decreased by $13.5 million, or 34.2%, to $26.0 million, compared to $39.5 million in the third quarter of 2019. Excluding the $0.3 million favorable FX impact, Fragrances segment International net sales decreased by $13.8 million, or 34.9%, in the third quarter of 2020, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$9 million ($9 million XFX) to the~~ ~~Fragrances segment’s~~ ~~decrease in International net sales in the~~ ~~third quarter~~ ~~of 2020, compared to the prior year quarter.~~ The Fragrances segment's $13.8 million XFX decrease in International net sales during the third quarter of 2020 was due to lower net sales of certain licensed fragrances primarily in the Company's EMEA region and also, to a lesser extent, in the Company's Pacific, Latin America and Asia regions, due to the continuing impacts from COVID-19~~, resulting in decreased foot traffic~~.

~~Year-to-date results:~~

~~North America~~

In North America, Fragrances segment net sales in the nine months ended September 30, 2020 decreased by $47.3 million, or 23.8%, to $151.1 million, as compared to $198.4 million in the nine months ended September 30, 2019. Excluding the $0.1 million unfavorable FX impact, Fragrances segment net sales in North America decreased by $47.2 million, or 23.8%, in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $40 million ($40 million XFX) to the Fragrances segment’s decrease in net sales in North America in the nine months ended September 30, 2020, compared to the prior year period. The Fragrances segment's $47.2 million XFX decrease in North America net sales in the nine months ended September 30, 2020 was driven primarily by the continuing impacts from COVID-19, ~~especially in the prestige channel, resulting in decreased foot traffic and temporary door closures.~~

~~International~~

Internationally, Fragrances segment net sales in the nine months ended September 30, 2020 decreased by $36.3 million, or 36.4%, to $63.3 million, compared to $99.6 million in the nine months ended September 30, 2019. Excluding the $1.5 million unfavorable FX impact, Fragrances segment International net sales decreased by $34.8 million, or 34.9%, in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated ~~$24 million ($25 million XFX) to the~~ ~~Fragrances segment’s~~ ~~decrease in International net sales in the~~ ~~nine months ended September 30, 2020, compared to the prior year period.~~ The Fragrances segment's $34.8 million XFX decrease in International net sales in the nine months ended September 30, 2020 was driven primarily by lower net sales in the Company's EMEA region and also, to a lesser extent, in the Company's Asia, Latin America and Pacific regions, due to the continuing impacts from COVID-19, resulting in decreased foot traffic and temporary ~~door closures~~.

~~Gross profit:~~SG&A expenses:

The table below shows the Company's ~~gross profit and gross margin~~SG&A expenses for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Gross profit $ 242.8 $ 327.8 $ (85.0) $ 677.0 $ 969.5 $ (292.5)
Percentage of net sales 50.9 % 54.9 % (4.0) % 53.0 % 56.4 % (3.4) %


	Three Months Ended March 31,
		2021		2020		Change
SG&A expenses		$	260.5	$	289.4	$	(28.9)

~~Third quarter results:~~SG&A expenses decreased by $28.9 million in the three months ended March 31, 2021, compared to the three months ended March 31, 2020, driven primarily by:

•lower general and administrative expenses of approximately $27.2 million, primarily driven by cost reductions achieved through the Revlon 2020 Restructuring Program;

•a net decrease of approximately $5.3 million in brand support expenses, resulting from cost reduction initiatives and decreased media spend to align with the lower net sales primarily in the EMEA region, within the Fragrances and Portfolio segments, partially offset by an increase in brand support to drive sales growth in Asia and in e-commerce;

•lower distribution expenses of approximately $2.3 million, driven primarily by the net decline in sales;

with the foregoing partially offset by:

•unfavorable FX impact of approximately $7.0 million.

~~Gross profit~~Restructuring charges and other, net:

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


	Three Months Ended March 31,
		2021		2020		Change
Restructuring charges and other, net		$	5.4	$	24.8	$	(19.4)

Restructuring charges and other, net, decreased ~~by $85.0~~$19.4 million induring the ~~third quarter of 2020, as~~three months ended March 31, 2021, compared to the ~~third quarter of 2019. Unfavorable sales volume,~~three months ended March 31, 2020, primarily ~~driven by~~related to lower expenditures under the ~~effects of the ongoing and prolonged COVID-19 pandemic, decreased gross profit~~Revlon 2020 Restructuring Program in the ~~third quarter of 2020 by approximately $66 million,~~three months ended March 31, 2021, compared to the ~~third quarter of 2019, with no impact on gross margin. Gross profit as a percentage of net sales (i.e., gross margin)~~expenditures incurred primarily under the same program in the ~~third quarter~~three months ended March 31, 2020.

Revlon 2020 Restructuring Program

The Revlon 2020 Restructuring Program is designed to reduce the Company’s SG&A 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 a result of the Revlon 2020 ~~decreased~~Restructuring Program, the Company expects to eliminate approximately 975 positions worldwide, including approximately 625 current employees and approximately 350 open positions, of which approximately 935 were eliminated by ~~4.0% compared~~March 31, 2021

In connection with implementing the Revlon 2020 Restructuring Program, the Company recognized, since the inception of the program and through March 31, 2021, $76.1 million of total pre-tax restructuring and related charges consisting primarily of i) $55.9 million of employee severance, other personnel benefits and other costs; and (ii) $20.2 million of lease and other restructuring-related charges that were recorded within SG&A.

In addition, the Company expects restructuring charges in the range of $75 million to $85 million to be charged and paid during 2021 and 2022. The Company expects that substantially all of these restructuring and related charges will be paid in cash, with $51.5 million of the total charges paid in 2020, $10.9 million paid during the first three months of 2021, approximately $30 million to $35 million expected to be paid during the remainder of 2021, and with any residual 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 from 2020 through the end of 2022, with approximately 50% of these annualized cost reductions realized from the headcount reductions that occurred in 2020. The Company achieved $28 million of cost

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

third quarter of 2019. The decrease in gross margin in the third quarter of 2020, as compared to the third quarter of 2019, was impacted by the negative effect of product mix, mainly attributable to the effects of the ongoing and prolonged COVID-19 pandemic, higher manufacturing costs resulting, in part, from the ongoing and prolonged COVID-19 pandemic, as well as unfavorable impacts of tariffs, partially offset by the impact ~~of cost~~ reductions ~~achieved through the Company's initiatives designed to mitigate the adverse impact of COVID-19 on the Company's operations, as well as the Revlon 2020 Restructuring Program.~~

~~Year-to-date results:~~

Gross profit decreased by $292.5 million in the nine months ended September 30, 2020, as compared to the third quarter of 2019. Unfavorable sales volume, primarily driven by the effects of the ongoing and prolonged COVID-19 pandemic, decreased gross profit in the nine months ended September 30, 2020 by approximately $249 million, compared to the nine months ended September 30, 2019, with no impact on gross margin. Gross profit as a percentage of net sales (i.e., gross margin) in the nine months ended September 30, 2020 decreased by 3.4 percentage points, as compared to the nine months ended September 30, 2019. The decrease in gross margin in the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, was impacted by the negative effect of product mix, mainly attributable to the ongoing effects of the ongoing and prolonged COVID-19 pandemic, higher manufacturing costs resulting, in part, from the ongoing and prolonged COVID-19 pandemic, as well as unfavorable impacts of FX and tariffs, partially offset by the impact ~~of cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of COVID-19 on the Company's operations, as well as the Revlon 2020 Restructuring Program.~~

~~SG&A expenses:~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
SG&A expenses $ 253.4 $ 308.1 $ (54.7) $ 739.1 $ 973.2 $ (234.1)

~~Third quarter results:~~

~~SG&A expenses decreased by $54.7 million in the third quarter of 2020, compared to the third quarter of 2019, driven primarily by:~~

•a net decrease of approximately $36 million in brand support expenses, resulting from the Company's ongoing cost reduction initiatives in response to the ongoing and prolonged COVID-19 pandemic and decreased media spend to align with the lower net sales, primarily in North America and in the EMEA regions, primarily within the Revlon segment and, to a lesser extent, within the Portfolio, Elizabeth Arden and Fragrances segments;

•~~lower distribution expenses of approximately $8 million, driven primarily by the net sales decline;~~

•~~lower general and administrative expenses of approximately $7 million,~~ primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program~~; and~~

•~~unfavorable FX impact of approximately $2 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)~~

~~Year-to-date results:~~

~~SG&A expenses decreased by $234.1 million in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, driven primarily by:~~

•a net decrease of approximately $111 million in brand support expenses, resulting from the Company's ongoing cost reduction initiatives in response to the ongoing and prolonged COVID-19 pandemic and decreased media spend to align with the lower net sales primarily in North America and in the EMEA regions, primarily within the Revlon segment and, to a lesser extent, within the Elizabeth Arden, Portfolio and Fragrances segments, partially offset by an increase in brand support to support sales growth in Asia;

•~~lower general and administrative expenses of approximately $82 million,~~ primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program;

•~~lower distribution expenses of approximately $24 million, driven primarily by the net sales decline; and~~

•~~favorable FX impact of approximately $6 million.~~

~~Acquisition, integration and divestiture costs:~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Integration Costs $ — $ 0.1 $ (0.1) $ — $ 0.7 $ (0.7)
Divestiture Costs 0.9 — 0.9 4.2 — 4.2
Total acquisition, integration and divestiture costs $ 0.9 $ 0.1 $ 0.8 $ 4.2 $ 0.7 $ 3.5

~~Third quarter results:~~

The Company incurred $0.9 million of divestiture costs in the third quarter of 2020 relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP (see Note 11, "Stock Compensation Plan," to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q for additional details on the 2019 TIP).

~~Year-to-date results:~~

The Company incurred $4.2 million of divestiture costs in the nine months ended September 30, 2020 including $0.7 million in professional fees incurred in connection with the exploration of strategic transactions involving the Company and third parties ~~pursuant to the Strategic Review~~ and approximately $3.5 million relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP (See Note 11, "Stock Compensation Plan," to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q for additional details on the 2019 TIP).

The Company incurred $0.7 million of integration costs in the nine months ended September 30, 2019, related primarily to the Company's integration of Elizabeth Arden's operations into the Company's business, including professional fees and employee-related costs.

~~Restructuring charges and other, net:~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Restructuring charges and other, net $ (0.7) $ 2.9 $ (3.6) $ 44.8 $ 11.6 $ 33.2

~~Restructuring charges and other, net, decreased $3.6 million~~ during the three months ended ~~September 30, 2020, compared~~March 31, 2021, bringing the total cost reductions realized since the inception of the program to ~~the three months ended September 30, 2019,~~ ~~primarily due to the subsequent true-up in the third quarter of 2020 of~~

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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)~~approximately $155 million.

restructuring charges previously accrued in 2020 under the Revlon 2020 Restructuring Program, compared to the expenditures incurred primarily under the 2018 Optimization Program in the third quarter of 2019.

~~Restructuring charges and other, net, increased $33.2 million during the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019,~~ primarily due to higher charges in connection with the Revlon 2020 Restructuring Program, compared to the expenditures incurred primarily under the 2018 Optimization Program in the third quarter of 2019.

~~Further information on the Company's restructuring charges in relation to its restructuring initiatives follows.~~

~~Revlon 2020 Restructuring Program~~

Building upon its previously-announced 2018 Optimization Program, in March 2020 the Company announced that it is implementing a worldwide organizational restructuring (the “Revlon 2020 Restructuring Program”) designed to reduce the Company’s SG&A expenses, as well as cost of goods sold, improve the Company’s gross profit and Adjusted EBITDA and maximize productivity, cash flow and liquidity. The Revlon 2020 Restructuring Program includes rightsizing the organization and operating with more efficient workflows and processes. ~~The leaner organizational structure is also expected to improve communication flow and cross-functional collaboration, leveraging the more efficient business processes.~~

As 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 of which approximately 785 were eliminated by ~~September 30, 2020.~~

In March 2020, the Company began informing certain employees that were 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 $60 million to $70 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 $75 million to $85 million to be charged and paid during 2021 and 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. During the ~~third quarter of~~ ~~2020, the Company recorded $4.1 million of net restructuring and related charges~~ under the 2020 Restructuring Program consisting of: (i) $5.1 million of lease and other restructuring-related charges that were recorded within SG&A; and (ii) $1.0 million true up of previously accrued severance and other personnel costs. ~~Since commencing the Revlon 2020 Restructuring Program and through~~ September 30, 2020, the Company recorded $61.2 million of restructuring and related charges under the 2020 Restructuring Program consisting of: (i) $45.6 million of severance and other personnel costs; and (ii) $15.6 million of lease and other restructuring-related charges that were recorded within SG&A. Of these charges, approximately $21.5 million were paid through September 30, 2020.

~~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 50% 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, of which approximately $22 million and $87 million had been achieved during the three and nine months ~~September 30, 2020, respectively.~~

~~2018 Optimization Program~~

During 2018, the Company announced its 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. During the third quarter of 2020, the Company recorded restructuring charges related to severance and personnel benefits of $0.1 million under the 2018 Optimization Program. During ~~the~~ ~~nine months ended~~September 30, 2020, the Company recorded, under the 2018 Optimization Program, $0.6 million due to the reversal of previously accrued severance, personnel benefits and other restructuring costs, offset by $0.7 million of other restructuring-related charges that were recorded within SG&A and cost of sales. The Company recognized approximately $39.6 million of cumulative total pre-tax restructuring

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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)~~

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 $6.5 million of additional capital expenditures. As of September 30, 2020, restructuring and related charges to be paid in cash are approximately $32 million of the total charges, of which $30.3 million were already paid through September 30, 2020, with any residual balance expected to be paid during the remainder of 2020.

During the three and nine months ended September 30, 2019, the Company recorded $2.9 million and $11.6 million, respectively, of restructuring charges primarily related to the 2018 Optimization Program.

For further information on the Revlon 2020 Restructuring ~~Program, the 2018 Optimization~~ Program and on the Company's other restructuring initiatives, see Note 2, "Restructuring Charges," to the ~~Company's Unaudited~~ Consolidated Financial Statements in ~~this~~the Company's 2020 Form ~~10-Q.~~10-K.

Impairment Charges:

The table below shows the Company's impairment charges for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Impairment charges $ — $ — $ — $ 144.1 $ — $ 144.1


	Three Months Ended March 31,
		2021		2020		Change
Impairment charges		$	—	$	124.3	$	(124.3)

In the first quarter of 2021, the Company assessed whether indicators of impairment existed that might result in additional impairment charges. Based upon such assessment, no additional impairment changes were recognized as of March 31, 2021.

During the first ~~and second quarters~~quarter of 2020, as a result of ~~COVID-19’s~~the COVID-19 pandemic’s impact on the Company’s operations, the Company determined that indicators of potential impairment existed requiring the Company to perform an interim impairment ~~analyses.~~analysis. These indicators included a deterioration in the general economic conditions, developments in equity and credit markets, deterioration in some of the economic channels in which the Company's operates (especially in the mass retail channel), the recent trading values of the Company's capital stock and the corresponding decline in the Company’s market capitalization and the revision of the Company's expected future cash flows as a result of the COVID-19. pandemic. Based on the first ~~and second quarters~~quarter of 2020 interim impairment ~~analyses,~~analysis, the Company recorded ~~$124.3~~$99.8 million and ~~$19.8~~$24.5 million of total non-cash impairment charges ~~for the first~~on its goodwill and ~~second quarter of 2020,~~indefinite-lived intangible assets, respectively.

As of September 30, 2020, due to the continued worldwide effects of the ongoing and prolonged COVID-19 pandemic, the Company re-assessed whether further indicators of impairment arose during the third quarter of 2020 that might result in additional goodwill impairment charges. Based upon such assessment, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded their respective carrying amounts as of September 30, 2020. Consequently, no ~~impairment changes were recognized during the three months ended September 30, 2020.~~

~~For further information on these non-cash impairment charges, see Note 5, “Goodwill and Intangible Assets, Net,” to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q.~~

Interest expense:

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

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Interest expense $ 68.7 $ 50.2 $ 18.5 $ 178.0 $ 145.7 $ 32.3


	Three Months Ended March 31,
		2021		2020		Change
Interest expense		$	58.9	$	48.4	$	10.5

The ~~$18.5 million increase in interest expense in th~~e third quarter of 2020, as compared to the third quarter of 2019, was primarily due to higher weighted average interest rates and higher weighted average borrowings driven primarily by the 2020 BrandCo Term Loan Facility.

~~The $32.3~~$10.5 million increase in interest expense during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021, as compared to the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, was primarily due to higher weighted average borrowings and higher weighted average

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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)~~

interest rates driven primarily by the 2020 BrandCo Term Loan ~~Facility and the 2019 Term Loan Facility (the latter of which was fully repaid in May 2020 using proceeds from the 2020 BrandCo Term Loan Facility).~~

Facility.

~~Gain on early extinguishment of debt:~~

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Gain on early extinguishment of debt (31.2) $ — $ (31.2) $ (43.1) $ — $ (43.1)

~~Gain on early extinguishment of debt for the three and~~ ~~nine months~~ ended September 30, 2020 includes debt extinguishment gains of $31.2 million recorded during the third quarter of 2020 and $11.9 million recorded during the second quarter of 2020 upon the repurchase and subsequent cancellation of approximately $157.2 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes occurring in the third and second quarters of 2020.

For information on the terms and conditions of these debt instruments, see "Recent Developments," as well as Note 7, “Debt,” and Note 19, “Subsequent Events,” to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q and Note 9, "Debt," in the Audited Consolidated Financial Statements in the Company's 2019 Form 10-K. Also, p~~lease refer to "Financial Condition, Liquidity and Capital Resources - Long-Term Debt Instruments" in Item 2 of this Form 10-Q for further information.~~

~~Foreign currency losses, net:~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Foreign currency (gains) losses, net $ (9.8) $ 7.6 $ (17.4) $ 9.1 $ 9.0 $ 0.1

The $17.4 million increase in foreign currency gains, net, during the third quarter of 2020, compared to the third quarter of 2019, was primarily driven by the net favorable impact of foreign currency fluctuations on certain U.S. Dollar denominated intercompany payables and foreign currency denominated receivables compared to the prior year's quarter.

The $0.1 million increase in foreign currency losses, net, during the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was primarily driven by the net unfavorable impact of foreign currency fluctuations on certain U.S. Dollar denominated intercompany payables and foreign currency denominated receivables compared to the prior year's period.

Provision for ~~(benefit from)~~ income taxes:

The table below shows the Company's provision for ~~(benefit from)~~ income taxes for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 Change 2020 2019 Change
Provision for (benefit from) income taxes $ 1.9 $ (2.1) $ 4.0 $ (45.2) $ (3.2) $ (42.0)

The Company recorded a provision for income taxes of $1.9 million for the third quarter of 2020, compared to a benefit from income taxes of $2.1 million for the third quarter of 2019. The $4.0 million decrease in the benefit from income taxes for the third quarter of 2020, compared to the same quarter in 2019, was primarily due to: (i) the mix and level of earnings; (ii) an increase in the U.S. tax on the Company's foreign earnings; and (iii) increased tax expense from return to provision adjustments, partially offset primarily by an increase in tax benefit from the net change in valuation allowances related to the recognition of previously unrecognized tax losses in Canada.


	Three Months Ended March 31,
		2021		2020		Change
Provision for (benefit from) income taxes		$	11.2	$	(37.2)	$	48.4

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AND RESULTS OF OPERATIONS

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

The Company recorded a ~~benefit from~~provision for income taxes of ~~$45.2~~$11.2 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to a benefit ~~from~~for income taxes of ~~$3.2~~$37.2 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The ~~$42.0~~$48.4 million increase in the ~~benefit from~~provision for income taxes for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to same period in ~~2019,~~2020, was primarily due ~~to: (i) the increased loss from continuing operations before income taxes on~~to an increase in losses for which ~~the~~no tax benefit ~~is recognized; (ii)~~can be recognized. For the ~~mix and level of earnings; and (iii) a reduction in~~three months ended March 31, 2021, the ~~U.S.~~Company used the annual effective tax onrate method to calculate its tax provision. For the ~~Company's foreign earnings, net~~three months ended March 31, 2020, the Company concluded that the use of the ~~impact of non-deductible impairment charges, partially offset by~~cut-off tax rate method was more appropriate than the ~~net change~~annual effective tax rate method, because the annual effective tax rate method would have not been reliable due to its sensitivity to minimal changes in ~~valuation allowances recorded related to the limitation on the deductibility of interest.~~

forecasted annual pre-tax earnings.

The Company's effective tax rate for the three months ended ~~September 30, 2020~~March 31, 2021 was lower than the federal statutory rate of 21% primarily due to losses for which no tax benefit can be recognized. On March 11, 2021, President Biden signed into law the ~~mix and level~~“American Rescue Plan Act of ~~earnings~~2021” (the "ARPA") which expands the Employee Retention Credit and the ~~change in valuation allowance related to the limitation~~roster of ‘covered employees’ under §162(m) deduction limits. The ARPA did not have a significant impact on the ~~deductibility of interest.~~ Company’s financial results.

The Company's effective tax rate for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 was lower than the federal statutory rate of 21% primarily due to the impact of non-deductible impairment charges and the valuation allowance related to the limitation on the deductibility of interest, partially offset by the impact of the "Coronavirus Aid, Relief and Economic Security Act" (the "CARES Act"), signed into law on March 27, 2020 by President Trump, which resulted in a partial release of a valuation allowance on the Company's 2019 federal tax attributes associated with the limitation on the deductibility of interest.

~~The Company's effective tax rate for~~In assessing the ~~three months and nine months ended September 30, 2019 was lower than the federal statutory rate~~recoverability of ~~21%, primarily due to the valuation allowance related to the limitation on the deductibility of interest and the U.S. tax on the Company's foreign earnings.~~

~~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.~~

~~As of September 30, 2020, the Company concluded that, based on its evaluation of objectively verifiable evidence, it does not require a valuation allowance on its federal~~ deferred tax assets, ~~other than those associated with~~ the ~~limitation on the deductibility of interest. The~~ Company does have a valuation allowance on deferred tax assets associated with its activity in certain U.S. states and foreign jurisdictions. These conclusions regarding the establishment of valuation allowances on the Company's deferred tax assets as of the end of the third quarter of 2020 are consistent with the Company's conclusions on such matters as compared to prior quarters.~~The key assumptions used to determine~~continually evaluates all available positive and negative evidence ~~included~~to assess the ~~Company’s cumulative taxable loss~~amount of deferred tax assets for the past three years, future reversals of existing taxable temporary differences, the Company's cost reduction initiatives and other efficiency efforts, as well as certain assumptions regarding COVID-19's expected impact on the Company.which it is more likely than not to realize a benefit. ~~Potential negative evidence, including, among other things,~~For any ~~further worsening~~deferred tax asset in excess of the ~~economies in the jurisdictions in~~amount for which it is more likely than not that the Company ~~operates and any future reduced profitability in such jurisdictions could result in additional~~will realize a benefit, the Company establishes a valuation ~~allowances which would reduce the Company's future deferred tax assets. In such event, the Company's tax expense would likely materially increase in the period the~~allowance.A valuation allowance is ~~recognized~~a non-cash charge, and ~~adversely impact~~it in no way limits the Company's ~~results of operations and statement of financial condition in such period. The Company will continue~~ability to ~~monitor the circumstances that would require it to establish an additional valuation allowance on~~utilize its deferred tax ~~assets. Accordingly, depending on future evidence that may become available, the Company's assessments regarding~~assets, including its ~~valuation allowance position may change.~~

ability to utilize tax loss and credit carryforward amounts.

For further information, see Note 12, "Income Taxes," to the Company's Unaudited Consolidated Financial Statements in this Quarterly Report on Form ~~10-Q, as well as Note 14, "Income Taxes,"~~10-Q.

Results of Operations — Products Corporation

Products Corporation's Consolidated Statements of Operations and Comprehensive Loss are essentially identical to Revlon, Inc.'s Consolidated Statements of Operations and Comprehensive Loss, except for the ~~Consolidated~~following:


	Three Months Ended March 31,
		2021		2020
Net loss - Revlon, Inc.		$	(96.0)	$	(213.9)
Selling, general and administrative expenses - public company costs		1.0		2.0
Provision for income taxes		0.1		(0.3)
Net loss - Products Corporation		$	(94.9)	$	(212.2)

Refer to Revlon’s “Management Discussion and Analysis of Financial ~~Statements in the Company's 2019 Form 10-K~~Condition and ~~Item 1A. “Risk Factors-Uncertainties in the interpretation and application~~Results 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 the Company's 2019 Form 10-K.~~Operations” herein.

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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 — Products Corporation~~

Products Corporation's Unaudited Consolidated Statements of Operations and Comprehensive Loss are essentially identical to Revlon, Inc.'s Unaudited Consolidated Statements of Operations and Comprehensive Loss, except for the following:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net loss - Revlon, Inc. $ (44.5) $ (44.7) $ (385.2) $ (183.5)
Selling, general and administrative expenses - public company costs 2.0 1.8 5.9 5.1
Provision for income taxes (0.4) (0.3) (1.0) (0.8)
Net loss - Products Corporation $ (42.9) $ (43.2) $ (380.3) $ (179.2)

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

Financial Condition, Liquidity and Capital Resources

At ~~September 30, 2020,~~March 31, 2021, the Company had a liquidity position of ~~$340.4~~$129.6 million, consisting of: (i) ~~$268.3~~$85.6 million of unrestricted cash and cash equivalents (with approximately $77.2 million~~(with approximately $93.7 million~~ held outside the U.S.); (ii) ~~$52.6~~$50.7 million in available borrowing capacity under ~~Products Corporation's~~the Amendment No.7 to the Amended 2016 Revolving Credit Facility (which had ~~$291.9~~$229.6 million drawn at such ~~date)~~date and an availability reserve of $20 million required to be maintained at all times when Products Corporation’s consolidated fixed charge ratio in effect exceeds 1.0 to 1.0 ); and less (iii) approximately $6.7 million of outstanding checks.

Liquidity and Ability to Continue as a Going Concern

Each reporting period, the Company assesses its ability to continue as a going concern for one year from the date the financial statements are issued. At March 31, 2021, the Company had a liquidity position of $129.6 million, consisting of: (i) $85.6 million of unrestricted cash and cash equivalents (with approximately $77.2 million held outside the U.S.); ~~(iii) $30~~(ii) $50.7 million in available borrowing capacity under the ~~2020 Restated Line of Credit Facility, which had no borrowings at such date; and less (iv) approximately $10.5 million of outstanding checks. Under~~Amendment No.7 to the Amended 2016 Revolving Credit Facility as(which had $229.6 million drawn at such date and an availability reserve of $20 million required to be maintained at all times when Products Corporation’s consolidated fixed charge ~~coverage~~ ratio ~~("FCCR") was greater than~~in effect exceeds 1.0 to 1.0 ~~as of September 30, 2020, all of the~~); and less (iii) approximately ~~$52.6~~$6.7 million of ~~availability~~outstanding checks.

The Company continues to focus on cost reduction and risk mitigation actions to address the ongoing impact from the COVID-19 pandemic as well as other risks in the business environment. It expects to generate additional liquidity through continued cost control initiatives as well as funds provided by selling certain assets or other strategic transactions in connection with the Company's ongoing Strategic Review. If sales continue to decline, the Company’s cost control initiatives may include reductions in discretionary spend and reductions in investments in capital and permanent displays. Management believes that the debt transactions completed in the first quarter of 2021, along with existing cash and cash equivalents and cost control initiatives provides the Company with sufficient liquidity to meet its obligations and maintain business operations for the next twelve months.

However, 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 the Amended 2016 Revolving Credit Facility ~~was available as of such date.~~

See “Recent Developments,” as well as Note 7, "Debt," and Note 19, “Subsequent Events,” to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q and Note 9, "Debt," to the Company's Audited Consolidated Financial Statements in the Company’s 2019 Form 10-K for detailed information on the terms and conditions of the Company’s various debt instruments.

~~5.75% Senior Notes Exchange Offer~~

See “Recent Developments” for important information regarding the Company’s debt-related transactions occurring after September 30, 2020. On September 29, 2020, Products Corporation commenced the Exchange Offer to exchange any and all of the then-outstanding 5.75% Senior Notes. As described in "Recent Developments," the Exchange Offer was amended on October 23, 2020 and on November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the ~~satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding as of the closing on November 13, 2020.~~

~~Amendments~~2021 Foreign Asset-Based Term Facility. For example, subject to ~~the 2020 BrandCo Term Loan Facility~~

~~Prior to consummating the Exchange Offer, on September 28, 2020, Products Corporation and~~certain ~~lenders~~exceptions, revolving loans under the 2020 BrandCo Term Loan Facility, representing more than a majority in aggregate principal amount of loans thereunder (the “Supporting BrandCo Lenders”), entered into a Transaction Support Agreement (the “BrandCo TSA”) under which the Supporting BrandCo Lenders agreed to take certain actions to facilitate the Exchange Offer and Consent Solicitation, including, among other things:

•~~Tendering any Existing~~ ~~5.75% Senior~~ ~~Notes held by such Supporting BrandCo Lenders into the Exchange Offer and Consent Solicitation;~~

•~~Consenting to amendments to the 2020 BrandCo Term Loan Facility~~ ~~to permit~~ ~~the exchange of Existing 5.75% Senior Notes for the New BrandCo Second-Lien Term Loans under the 2020 BrandCo Term Loan Facility as contemplated by the Offering Memorandum and the payment of the BrandCo Support and Consent Consideration;~~

•~~Consenting~~ ~~to other amendments to the 2020 BrandCo Term Loan Facility and~~ the Amended 2016 Revolving Credit Facility toand term loans under the 2021 Foreign Asset-Based Term Facility ~~permit~~must be prepaid to the ~~Exchange Offer~~extent that such outstanding loans exceed the applicable borrowing base, consisting of certain accounts receivable, inventory and ~~Consent Solicitation to be completed as contemplated by the Offering Memorandum; and~~

•~~$12.5 million aggregate principal amount~~First Quarter of ~~New BrandCo Second-Lien Term Loans as a fee to the Supporting BrandCo Lenders under the BrandCo TSA in connection with such Supporting BrandCo Lenders’ relinquishment of their Roll-up Rights;~~2021 Financing Transactions

•~~to all lenders under the 2020 BrandCo~~ SISO Term Loan Facility ~~(including the Supporting BrandCo Lenders), an amendment fee that was payable pro rata based on principal amount of loans consenting, consisting of, at Products Corporation's~~ ~~option, either (x) an aggregate of $2.5 million of cash or (y) $5.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans.~~ ~~Pursuant to the BrandCo Amendment, Products Corporation elected to pay this fee in-kind in the form of $5.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans.~~

On ~~November 13, 2020,~~March 8, 2021, Products Corporation entered into ~~that certain~~ Amendment No. ~~1 (the “BrandCo Amendment”)~~7 to the ~~2020 BrandCo~~Amended 2016 Revolving Credit Agreement ~~in connection with the Exchange Offer in order to,~~(“Amendment No. 7”). Amendment No. 7, among other things, ~~provide for~~made certain amendments pursuant to which (i) the ~~incurrence of $75 million in aggregate principal amount of New BrandCo Second-Lien Term Loans. The New BrandCo Second Lien Term Loans are a separate tranche of “Term B-2 Loans” (ranking junior~~maturity date applicable to the ~~Term B-1 Loans and senior to the Term B-3 Loans with respect to liens on certain specified collateral)~~“Tranche A” revolving loans under the ~~BrandCo~~Amended 2016 Revolving Credit ~~Agreement.~~ Agreement is extended from September 7, 2021 to June 8, 2023, (ii) the commitments under the “Tranche A” revolving facility are reduced from $400 million to $300 million and (iii) a new $100 million senior secured second-in, second-out term loan facility maturing June 8, 2023 (the “SISO Facility”) has been established and Products Corporation has borrowed $100 million of term loans thereunder.Except as to ~~the use of proceeds,~~pricing, maturity, enforcement priority and certain voting rights, the terms of the ~~New BrandCo Second-Lien Term Loans~~SISO Facility are substantially consistent with the ~~other~~ first-in, last-out “Tranche B” term loan facility under the Amended 2016 Revolving Credit Agreement, including as to guarantees and collateral.

Term ~~B-2 Loans.~~ loans under the SISO Facility accrue interest at the LIBOR rate, subject to a floor of 1.75%, plus a margin of 5.75%.In addition, Amendment No. 7 increases the interest rate margin applicable to the “Tranche A” revolving loans by 0.50% to a range of 2.50% to 3.0%, depending on average excess revolving availability.Products Corporation has paid certain customary fees to Citibank, N.A. and the lenders under the Amended 2016 Revolving Credit Facility in connection with Amendment No. 7.

The above-mentioned Amendment No. 7 represented an exchange of an existing revolving credit agreement with a new revolving credit agreement with the ~~BrandCo Amendment, Products Corporation paid certain fees~~same lenders as defined by ASC 470, Debt, under the revolving credit facility. All pre-existing unamortized deferred financing costs associated with the old revolving credit agreement of approximately $0.8 million were added to the ~~lenders in-kind in the form~~newly incurred deferred financing costs of ~~New BrandCo Second-Lien Term Loans~~approximately $4.2 million and their total of approximately $5.1 million will be amortized in accordance with the ~~BrandCo TSA.~~

~~MacAndrews & Forbes 2020 Restated Line~~straight-line method over the term of ~~Credit Facility~~

Credit Facility will terminate, such that M&F’s maximum committed amount under the 2020 Restated Line of Credit Facility will never exceed $30.0 million. As of September 30, 2020, there were no borrowings outstanding under the 2020 Restated Line of Credit Facility.

~~Consummation of 2020 BrandCo Refinancing Transactions~~

~~Principal and Maturity:~~ The 2020 BrandCo Facilities consist of: (i) a senior secured term loan facility in an aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of $815 million, plus the amount of certain fees and accrued interest that have been capitalized (the “2020 BrandCo Facility”); (ii) commitments in respect of a senior secured term loan facility in an aggregate principal amount of $950 million (the “Roll-up BrandCo Facility”); and (iii) a senior secured term loan facility in an aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of $3 million (the “Junior Roll-up BrandCo Facility”).Tranche A through June 8, 2023. Additionally, ~~on May 28, 2020, Products Corporation borrowed from the 2020 Facilities Lenders an additional $65~~approximately $4.3 million of term loans under the 2020 BrandCo Facility to repay in full the 2020 Incremental Facility under the 2016 Term Loan Facility, as a result of which the 2020 BrandCo Facility at June 30, 2020 had an aggregate principal amount outstanding of $910.6 million (including paid-in-kind closing fees of $29.1 million and paid-in-kind interest of $1.5 million thatnew deferred financing costs were ~~capitalized). Additionally, during the three months ended June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility due June 2023,~~ ~~representing $846.0 million in aggregate principal outstanding, rolled-up to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025~~, ~~as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 had an aggregate principal amount outstanding of $846.0 million. T~~he Company determined that the roll-up of such 2016 Term Loan Facility lenders into the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility represented a debt modification under U.S. GAAP, as the cash flow effect between the amount that Products Corporation owed to the participating lenders under the old debt instrument (i.e., the 2016 Term Loan Facility) and the amount that Products Corporation owed to such lenders after the consummation of the roll-up into the new debt instrument (i.e., the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility) on a present value basis was less than 10% and, thus, the debt instruments were not considered to be substantially different within the meaning of ASC 470, Debt, under U.S. GAAP.

The proceeds of the 2020 BrandCo Facility were used: (i) to repay in full approximately $200 million of indebtedness outstanding under Products Corporation’s 2019 Term Loan Facility; (ii) to repay in full and terminate commitments under the 2020 Incremental Facility; and (iii) to pay fees and expensesincurred in connection with the ~~2020 BrandCo Facilities and~~SISO Facility with the 2020 BrandCo Refinancing Transactions. The Company will use the remaining net proceeds for general corporate purposes, including repurchasing, repaying or refinancing Products Corporation’s outstanding 5.75% Senior Notes. The proceeds of the Roll-up BrandCo Facilitynew lenders, which are available prior to the third anniversary of the BrandCo 2020 Facilities Closing Date to purchase at par an equivalent amount of any remaining term loans under the 2016 Term Loan Facility held by the lenders participating in the 2020 BrandCo Facility or their transferees. During the three months ended June 30, 2020 and the three months ended September 30, 2020, certain lenders under the 2016 Term Loan Facility due June 2023, representing $846.0 million in aggregate principal outstanding, rolled-up to the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility due June 2025, ~~as a result of which the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at September 30, 2020 have an~~

aggregate principal amount outstanding of $846.0 million, with a remaining capacity for the roll-up of loans under the 2016 Term Loan Facility of $107.0 million. See “Amendments to the 2020 BrandCo Term Loan Facility” regarding the Supporting BrandCo Lenders relinquishing certain Roll-up Rights and Products Corporation’s issuance of the BrandCo Support and Consent Consideration.

~~The Company incurred approximately $119.3 million of new debt issuance costs in connection with closing the 2020 BrandCo Facility, which~~ ~~include paid-in kind amounts that are recorded as an adjustment to the carrying amount of the related liability and~~ amortized ~~to interest expense~~ in accordance with the effective interest method over the term of the ~~2020 BrandCo Facilities.~~facility.

2021 Foreign Asset-Based Term Facility

Principal and Maturity: The 2021 Foreign Asset-Based Term Facility provides for a U.S. dollar-denominated senior secured asset-based term loan facility in an aggregate principal amount of $75 million, the full amount of which was funded on the closing of the facility. On the 2021 ABTL Closing Date, approximately $7.5 million of the proceeds of the 2021 Foreign Asset-Based Term Facility were deposited in an escrow account by the ABTL Agent pending completion of certain post-closing perfection actions with respect to certain foreign real property of the guarantors constituting collateral securing the 2021 Foreign Asset-Based Term Facility. The 2021 Foreign Asset-Based Term Facility has an uncommitted incremental facility pursuant to which it may be increased from time to time by up to the amount of the borrowing base in effect at the time such incremental facility is incurred, subject to certain conditions and the agreement of the lenders providing such increase. The proceeds of the loans under the 2021 Foreign Asset-Based Term Facility were used: (i) to repay in full the obligations under the Asset-Based Term Loan Credit Agreement, dated as of July 9, 2018, as amended, among the ABTL Borrower, the other subsidiaries of Products Corporation party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (the “ABTL Refinancing”); (ii) to pay fees and expenses in connection with the 2021 Foreign Asset-Based Term Facility and the ABTL Refinancing; and (iii) for working capital and other general corporate purposes. The 2021 Foreign Asset-Based Term Facility matures on March 2, 2024, subject to a springing maturity date of August 1, 2023 if, on such date, any principal amount of loans under the 2016 Term Loan Agreement due September 7, 2023 remain outstanding.

~~Borrower, Guarantees and Security:~~ ~~Products Corporation is~~The 2021 Foreign Asset-Based Term Agreement requires the ~~borrower~~maintenance of a borrowing base supporting the borrowing thereunder, to be evidenced with the delivery of biweekly 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 ~~2020 BrandCo Facilities~~2021 Foreign Asset-Based Term Facility is based on the sum of: (i) 80% of eligible accounts receivable; (ii) 65% of the net orderly liquidation value of eligible finished goods inventory; and (iii) 45% of the ~~2020 BrandCo Facilities are guaranteed by~~mortgage value of eligible real property, in each case with respect to certain of Products ~~Corporation's indirect~~Corporation’s subsidiaries organized in Australia, Bermuda, Germany, Italy, Spain and Switzerland (the “BrandCos”) that hold certain intellectual property assets related to the Elizabeth Arden and American Crew brands, certain other Portfolio segment brands and certain owned Fragrance segment brands (the “Specified Brand Assets”“ABTL Borrowing Base Guarantors”). While the BrandCos do not guarantee the 2016 Term Loan Facility, all guarantors of the 2016 Term Loan Facility guarantee the 2020 BrandCo Facilities. All of the assets of the BrandCos (including all capital stock issuedThe borrowing bases in each jurisdiction are subject to certain customary availability reserves set by the BrandCos) have been pledged to secure the 2020 BrandCo Facility on a first-priority basis, the Roll-up BrandCo Facility on a second-priority basis and the Junior Roll-up BrandCo Facility on a third-priority basis and while such assets do not secure the 2016 Term Loan Facility, the 2020 BrandCo Facilities are secured on a pari passu basis by the assets securing the 2016 Term Loan Facility.ABTL Agent.

~~Contribution~~Guarantees and ~~License Agreements:~~ Security~~In connection~~: The 2021 Foreign Asset-Based Term Facility is guaranteed by the Borrowing Base Guarantors, as well as by the direct parent entities of each ABTL Borrowing Base Guarantor (not including Revlon, Inc. or Products Corporation) on a limited recourse basis (the “ABTL Parent Guarantors”) and by certain subsidiaries of Products Corporation organized in Mexico (the “ABTL Other Guarantors” and, together with the ~~pledge~~ABTL Borrower and the ABTL Borrowing Base Guarantors, the “ABTL Loan Parties”). The obligations of the ~~Specified Brand Assets, Products Corporation~~ABTL Loan Parties and the ABTL Parent Guarantors under the 2021 Foreign Asset-Based Term Facility are secured by first-ranking pledges of the equity of each ABTL Loan Party (other than the Other Guarantors), the inventory and accounts receivable of the ABTL 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 2021 Foreign Asset-Based Term Facility) and certain of its subsidiaries contributed the Specified Brand Assets to the BrandCos. Products Corporation entered into license and royalty arrangements on arm’s length terms with the relevant BrandCos to provide for the continued useother material assets of the ~~Specified Brand Assets by Products Corporation~~ABTL Borrowing Base Guarantors, subject to customary exceptions and ~~its subsidiaries during the term~~exclusions. The 2021 Foreign Asset-Based Term Facility includes a cash dominion feature customary for transactions of ~~the 2020 BrandCo Facilities.~~this type.

Interest and ~~Fees:~~Fees: Interest is payable on each interest payment date as set forth in the 2021 Foreign Asset-Based Term Agreement, and in any event at least quarterly, and accrues on borrowings under the 2021 Foreign Asset-Based Term Facility at a rate per annum equal to the LIBOR rate, with a floor of 1.50%, plus an applicable margin equal to 8.50%. The ABTL Borrower is obligated to pay certain fees and expenses in connection with the 2021 Foreign Asset-Based Term Facility,

including a fee payable to Blue Torch Finance LLC for its services as Agent. Loans under the ~~2020 BrandCo~~2021 Foreign Asset-Based Term Facility ~~bear interest at~~may be prepaid without premium or penalty, subject to a ~~rate~~prepayment premium equal to ~~LIBOR (with a LIBOR floor~~3.0% of ~~1.50%) plus (x) 10.50% per annum, payable not less than quarterly in arrears in cash and (y) 2.00% per annum payable not less than quarterly in-kind by adding such amount to~~ the aggregate principal amount of ~~outstanding~~ loans ~~under~~prepaid or repaid during the ~~2020 BrandCo Facility. Loans under~~first year after the ~~Roll-up BrandCo Facility~~2021 ABTL Closing Date, 2.0% of the aggregate principal amount of loans prepaid or repaid during the second year after the 2021 ABTL Closing Date and 1.0% of the ~~Junior Roll-up BrandCo Facility bear interest at a rate equal to LIBOR (with a LIBOR floor~~aggregate principal amount of ~~0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash.~~loans prepaid or repaid thereafter.

Affirmative and Negative Covenants: The ~~2020 BrandCo Facilities contain~~2021 Foreign Asset-Based Term Agreement contains certain affirmative and negative covenants that, among other things, limit ~~Products Corporation’s~~the ABTL Loan Parties’ ability to, subject to various exceptions and ~~its restricted subsidiaries’ ability to:~~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 ~~unsecured~~ or junior lien debt; (vii) enter into certain transactions with their ~~affiliates;~~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 ~~2020 BrandCo Facilities~~ABTL 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 2021 Foreign Asset-Based Term Agreement also ~~restrict distributions~~contains a financial covenant requiring the ABTL Loan Parties to maintain a minimum average balance of cash and ~~other payments from the BrandCos~~cash equivalents of $3.5 million, tested monthly, based on the last 10 business days of each month, subject to certain ~~minimum thresholds of net sales with respect to the Specified Brand Assets.~~cure rights. The ~~2020 BrandCo Facilities~~2021 Foreign Asset-Based Term Agreement also ~~contain~~contains certain customary representations, warranties and events of ~~default, including a cross default provision making it an event of default under the 2020 BrandCo Credit Agreement if there is an event of default under~~ Products Corporation’s existing 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement or the indentures governing each of Products Corporation’s 5.75% Senior Notes due 2021 and its 6.25% Senior Notes due 2024 (the “Senior Notes Indentures”). Th~~e lenders under the 2020 BrandCo Credit Agreement may declare all outstanding loans under the 2020 BrandCo Facilities to be due and payable immediately upon an event of~~ default. Under such circumstances, the lenders under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, and the holders under the Senior Notes Indentures may also declare all outstanding amounts under such instruments to be due and payable immediately as a result of similar cross default or cross acceleration provisions, subject to certain exceptions and limitations described in the relevant instruments.

~~2016~~As a result of the ABTL Refinancing and the closing of the 2021 Foreign Asset-Based Term ~~Loan~~ Facility ~~Extension Amendment:~~ ~~Term loan lenders~~without the participation of MacAndrews & Forbes as a lender, M&F’s commitment in respect of the New European ABL FILO Facility under the ~~2016 Term Loan~~2020 Restated Line of Credit Facility were offered the opportunity to participate at par in the 2020 BrandCo Facilities based on their holdings of term loans under the 2016 Term Loan Facility. Lenders participating in the 2020 BrandCo Facilities, as well as other consenting lenders representing, in the aggregate, a majority of the loans and commitments under the 2016 Term Loan Facility, consented to an amendment to the 2016 Term Loan Facility (the “Extension Amendment”) that, among other things, made certain modifications to the covenants thereof and extended the maturity date of their term loans (“Extended Term Loans”) to June 30, 2025, subject to (i) the same September 7, 2023 springing maturity date of the non-extended term loans under the 2016 Term Loan Facility if, on such date, $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding, and (ii) a springing maturity of 91 days prior to the August 1, 2024 maturity date of the 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding. The Extension Amendment became effectiveterminated on the ~~BrandCo 2020 Facilities~~ABTL Closing ~~Date. As of September 30, 2020, approximately $30.7 million~~Date in aggregate principal amount of Extended Term Loans were outstanding after giving effect to the 2020 BrandCo Refinancing Transactions. The Extended Term Loans bear interest at a rate of LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash, consistentaccordance with ~~the interest rate applicable to the non-extended term loans. Approximately~~ ~~$17.0~~ million of accrued interest outstanding on the 2016 Term Loan Facility was paid on the BrandCo 2020 Facilities Closing Date. The aggregate principal amount of non-extended term loans under the 2016 Term Loan Facility as of ~~September 30, 2020~~ ~~was approximately $855.6 million.~~

~~Repurchases of 5.75% Senior Notes due 2021~~its terms.

~~On May 7, 2020, Products Corporation used a portion of the~~The proceeds from the ~~2020 BrandCo~~2021 Foreign Asset-Based Term Facility were used to ~~repurchase and subsequently cancel $50 million in aggregate principal face~~extinguish the entire amount outstanding under the 2018 Foreign Asset-Based Term Facility as of ~~its 5.75% Senior Notes. Products Corporation also paid~~the closing date, which was due on July 9, 2021. In connection with such extinguishment, approximately ~~$0.7~~$1.0 million of ~~accrued interest outstanding~~pre-existing unamortized deferred financing costs were expensed within "Amortization of Debt Issuance Costs" on the ~~5.75%~~ ~~Senior Notes on May 7, 2020. After the BrandCo 2020 Facilities Closing Date,~~ ~~Products Corporation~~ ~~repurchased and subsequently canceled in July 2020 a further~~ $62.8 million in aggregate principal face amount of its 5.75% Senior Notes. Furthermore, during the three months ended September 30, 2020, Products Corporation repurchased and subsequently canceled an additional $44.4 million in aggregate principal face amount of its 5.75% Senior Notes. Accordingly, as of September 30, 2020, Products Corporation had repurchased and subsequently cancelled a total of approximately $157.2 million in aggregate principal face amount of its 5.75% Senior Notes, resulting in a gain on extinguishment of debt of approximately $31.2 million and $43.1 million for the three and nine months ended September 30, 2020, respectively, which were recorded within "Gain on early extinguishment of debt" on the Company'sCompany’s Unaudited Consolidated Statement of Operations and Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30, 202~~0.~~See “Recent Debt Transactions—Exchange Offer” in this Item 7. "Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information regarding~~ ~~Products Corporation's5.75%~~ ~~Senior Notes and~~March 31, 2021. In accordance with the ~~related Exchange Offer.~~

~~Prepayment~~terms of the ~~2019 Term Loan Facility due 202~~3

~~On the BrandCo 2020 Facilities Closing Date, Products Corporation used a portion~~2021 ABTL credit agreement, approximately $13.8 million of the proceeds from the ~~2020 BrandCo Facility to fully prepay~~transaction are held in escrow and are recorded within "Prepaid expenses and Other Assets" on the ~~entire principal amount outstanding under its 2019 Term Loan Facility, totaling $200~~Company's Unaudited Consolidated Balance Sheet as of March 31, 2021.

The Company incurred approximately $3.2 million ~~plus approximately~~ ~~$1.3 million~~ of accrued interest outstanding thereon, as well as approximately $33.5 million in prepayment premiums, $10.3 million in lenders' fees, $0.3 million in legal fees and approximately $2.0 million in other third party fees. As the lenders under the 2019 Term Loan Facility participated in the 2020 BrandCo Term Loan Facility, the Company determined that the full repayment of the 2019 Term Loan Facility represented a debt modification under U.S. GAAP as the cash flow effect between the old debt instrument (i.e., the 2019 Term Loan Facility) and the new debt instrument (i.e., the 2020 BrandCo Facility) on a present value basis was less than 10% and, thus, the debt instruments were not considered to be substantially different within the meaning of ASC 470, Debt, under U.S. GAAP. Accordingly, the $33.5 million of prepayment premiums, as well as the $10.3 million in other lenders' fees were capitalized as part of the aforementioned ~~$119.3 million~~ ~~of total~~ new debt issuance costs ~~for~~in connection with the ~~2020 BrandCo Term Loan Facility, while~~closing of the ~~aforementioned $0.3 million of legal fees and $2.0 million in other third party fees were expensed as incurred in~~ ~~the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2020.~~

~~Amendment to the 2018~~2021 Foreign Asset-Based Term Facility,

~~On May 4, 2020, the Company entered into an amendment to the 2018 Foreign Asset Based Term Facility,~~ which ~~had an original outstanding principal amount of €77 million. Such amendment provided for the following:~~

•~~increasing the interest rate on the loan from EURIBOR (with a floor 0.50%) plus a margin of 6.50% to EURIBOR (with a floor 0.50%) plus a margin of 7.00%;~~

•~~requiring a mandatory prepayment of €5.0 million; and~~

•~~clarifying certain terms and waiving certain provisions in connection with the 2020 BrandCo Refinancing Transactions.~~

~~Approximately $0.4~~ ~~million of amendment fees paid to the lenders under 2018 Foreign Asset-Based Term Facility were capitalized and~~ are amortized to interest expense ~~together~~in accordance with ~~any unamortized debt issuance costs outstanding prior to~~ the ~~amendment. As of September 30, 2020, there was~~effective interest method over the ~~Euro equivalent of $56.8 million outstanding under the 2018 Foreign Asset-Based Term Facility, reflecting a repayment of €28.5 million made during the quarter ended June 30, 2020.~~

~~Incremental Revolving Credit Facility under the 2016 Term Loan Agreement~~

On April 30, 2020, Products Corporation entered into a Joinder Agreement (the “2020 Joinder Agreement”), with Revlon, certain of their subsidiaries and certain existing lenders (the “Incremental Lenders”) under Products Corporation’s 2016 Term Loan Agreement to provide for a $65 million incremental revolving credit facility (the “2020 Incremental Facility”). On the closingterm of the 2020 Incremental Facility, Products Corporation borrowed $63.5 million of revolving loans for working capital purposes and subsequently on May 11, 2020 Products Corporation also borrowed the additional $1.5 million of delayed funding revolving loans. Prior to its full repayment on May 28, 2020, amounts outstanding under the 2020 Incremental Facility bore interest at a rate of (x) LIBOR plus 16% or (y) an Alternate Base Rate plus 15%, at Products Corporation’s option. Except as to pricing, maturity and differences due to its revolving nature, the terms of the 2020 Incremental Facility were otherwise substantially consistent with the existing term loans under the 2016 Term Loan Facility. The 2020 Incremental Facility was repaid in full, and the commitments thereunder terminated, on May 28, 2020. Upon such repayment, approximately $2.9 million of upfront commitment fees that Products Corporation incurred in connection with consummating the 2020 Incremental Facility were entirely expensed within "Miscellaneous, net" on the Company's Unaudited Consolidated Statement of Operations and Comprehensive Loss for the nine months ended ~~September~~ ~~30, 2020.~~facility.

Changes in Cash Flows

As of ~~September 30, 2020,~~March 31, 2021, the Company had cash, cash equivalents and restricted cash of ~~$273.7~~$101.7 million, ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions),~~ compared with $104.5 million at December 31, ~~2019.~~2020. The following table summarizes the Company’s cash flows from operating, investing and financing activities for the periods presented:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Net cash used in operating activities	Net cash used in operating activities	$	(256.9)	$	(166.8)	Net cash used in operating activities	$	(28.4)	$	(77.6)
Net cash used in investing activities	Net cash used in investing activities	(7.4)		(20.0)		Net cash used in investing activities	(0.7)		(1.8)
Net cash provided by financing activities	Net cash provided by financing activities	433.9		161.6		Net cash provided by financing activities	29.6		57.4
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(0.4)		(1.4)		Effect of exchange rate changes on cash and cash equivalents	(1.3)		(3.3)
Net increase (decrease) in cash, cash equivalents and restricted cash		169.2		(26.6)
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(0.8)		(25.3)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	104.5		87.5		Cash, cash equivalents and restricted cash at beginning of period	102.5		104.5
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	273.7	$	60.9	Cash, cash equivalents and restricted cash at end of period	$	101.7	$	79.2

Operating Activities

Net cash used in operating activities was ~~$256.9~~$28.4 million and ~~$166.8~~$77.6 million for the ~~nine~~three months ended ~~September 30,~~ March 31, 2021 and 2020, ~~and 2019,~~ respectively. The ~~increase~~decrease in cash used in operating activities for the ~~nine~~three months ended ~~September 30, 2020,~~ March 31, 2021, compared to the ~~nine~~three months ended ~~September 30, 2019,~~ March 31, 2020, was primarily driven by lower net sales, primarily due to the COVID-19 impacts described above, partially offset by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of COVID-19 on the Company's operations, including the Revlon 2020 Restructuring Program.favorable working capital changes.

Investing Activities

Net cash used in investing activities was ~~$7.4~~$0.7 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$20.0~~$1.8 million of net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2019. The decrease in cash used in investing activities was related to lower capital expenditures in the nine months ended September 30, 2020 compared to the prior year period.~~March 31, 2020.

Financing Activities

Net cash provided by financing activities was ~~$433.9~~$29.6 million and ~~$161.6~~$57.4 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 primarily included:

•$~~880.0~~100.0 of borrowings under the ~~2020 BrandCo~~SISO Term Loan Facility; and

•$~~19.5~~75.0 million ~~net~~of borrowings under the ~~Amended 2016 Revolving Credit Agreement;~~2021 Foreign Asset-Based Term Facility;

with the foregoing partially offset by:

•$~~200.0~~59.3 million ~~used to fully repay the 2019 Term Loan Facility;~~

•~~$114.1 million used to repurchase~~ ~~approximately $157.2 million in aggregate principal face amount~~ of ~~Products Corporation's 5.75% Senior Notes;~~

•~~$108.3 million used to pay financing costs incurred in connection with the 2020 BrandCo Refinancing Transactions;~~

•~~$31.4 million~~ ~~used to partially repay~~ ~~the 2018 Foreign Asset-Based Term Loan;~~

•~~$19.5 million~~ ~~used to partially repay~~net repayments under the Amended 2016 Revolving Credit Agreement;

•$~~9.2~~58.9 millionused to ~~partially~~fully repay the ~~2016~~2018 Foreign Asset-Based Term ~~Loan Facility; and~~

•~~$0.7 million of decreases in short-term borrowings and overdraft.~~

~~Net cash provided by financing activities for the nine months ended September 30, 2019 primarily included:~~

•~~$59.9 million of borrowings under the Amended 2016 Revolving Credit Facility; and~~

~~with the foregoing partially offset by:~~

•~~$9.0 million of repayments under the 2016 Term Loan~~ Facility;

•$~~18.8~~11.8 million of payment of financing costs incurred in connection with the first quarter of 2021 refinancing transactions, comprised of: (i) approximately $4.3 million of payments of financing costs incurred in connection with the SISO Term Loan Facility; (ii) approximately $4.2 million of financing costs incurred in connection with the Tranche A revolving credit facility; and (iii) approximately $3.2 million of payments of financing costs incurred in connection with the 2021 Foreign Asset-Based Term Facility;

•$10.6 million of decreases in short-term borrowings and overdraft; and

•$~~1.4~~2.3 million of ~~payment~~repayments under the 2016 Term Loan Facility

Net cash provided by financing activities for the three months ended March 31, 2020 primarily included:

•$69.1 million of borrowings under the Amended 2016 Revolving Credit Facility;

with the foregoing partially offset by:

•$6.4 million of decreases in short-term borrowings and overdraft;

•$4.5 million of repayments under the 2016 Term Loan Facility; and

•$0.3 million of payments of financing costs incurred in connection with the ~~Amendment No. 2 to the Amended 2016 Revolving Credit Facility.~~Jefferies 2020 Refinancing Transactions.

Long-Term Debt Instruments

For ~~detailed~~additional information on the terms and conditions of Products Corporation’s various ~~outstanding~~pre-existing debt instruments and financing transactions, including, without limitation, 5.75% Senior Notes Exchange Offer, the 2020 BrandCo Facilities, 2016 Term Loan Facility, Amended 2016 Revolving Credit Facility, 2019 Term Loan Facility (which was fully repaid as part of consummating the 2020 BrandCo Refinancing Transactions), 2018 Foreign Asset-Based Term Facility (which was refinanced by the 2021 Foreign Asset-Based Term Facility), 2020 Restated Line of Credit Facility ~~5.75% Senior Notes~~ and 6.25% Senior Notes ~~see the aforementioned discussion in this Form 10-Q under “Financial Condition, Liquidity and Capital Resources~~ ~~- Consummation of 2020 BrandCo Refinancing Transactions” and Note 9, "Debt,"~~Indenture, reference should be made to the ~~Consolidated~~ Financial Statements in Revlon's 2019 Form 10-K, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources," in Revlon's 2019 Form 10-K. ~~For information regarding certain risks related to the Company’s indebtedness, see Item 1A. “Risk Factors” in the~~ Company's ~~2019~~2020 Form 10-K~~, as updated by Part II, Item 1A. “Risk Factors” in the Company’s Form 10-Qs filed with the SEC during 2020.~~.

Covenants

Products Corporation was in compliance with all applicable covenants under the 2020 BrandCo Credit Agreement, 2016 Credit Agreements, the ~~2018~~2021 Foreign Asset-Based Term ~~Agreement, the 2020 Restated Line of Credit~~ Facility, as well as with all applicable covenants under its 6.25% Senior Notes ~~Indentures,~~Indenture, in each case as of ~~September 30, 2020. As of September 30, 2020,~~March 31, 2021. At March 31, 2021, the aggregate principal amounts outstanding and availability under Products Corporation’s various revolving credit facilities were as follows:

Commitment Borrowing Base Aggregate principal amount outstanding at September 30, 2020 Availability at September 30, 2020 (a)
Amended 2016 Revolving Credit Facility $ 400.0 $ 345.9 $ 291.9 $ 52.6
2020 Restated Line of Credit Facility $ 30.0 N/A $ — $ 30.0



	Commitment		Borrowing Base		Aggregate principal amount outstanding at March 31, 2021		Availability at March 31, 2021 (a)
Tranche A Revolving Credit Facility	$	300.0	$	150.3	$	79.6	$	50.7
SISO Term Loan Facility	100.0		100.0		100.0		—

2020 ABL FILO Term Loans	50.0		48.5		50.0		—

(a) Availability as of ~~September 30, 2020~~March 31, 2021 is based upon the Tranche A Revolving borrowing base then in effect under Amendment No.7 to the Amended 2016 Revolving Credit Facility of ~~$345.9~~$150.3 million which includes a $1.5 million reserve for the shortfall of the borrowing base that supports the 2020 ABL FILO Term Loans compared to the corresponding aggregate principal amount outstanding of $50 million), less ~~$1.4~~$79.6 million then drawn, and less $20.0 million of ~~outstanding undrawn letters of credit and $291.9 million then drawn. As~~availability that is required to be maintained at all times when Products Corporation’s consolidated fixed charge coverage ratio ~~was~~that is in effect is greater than 1.0 to 1.0 as of September 30, 2020, all of the $52.6 million of availability under the Amended 2016 Revolving Credit Facility was available as of such date. The 2018 Tranche B under the Amended 2016 Revolving Credit Facility was fully repaid in May 2020.1.0.

Sources and Uses

The Company’s principal sources of funds are expected to be operating revenues, cash on hand ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions)~~ and funds that may be available from time to time for borrowing under the Amended 2016 Revolving Credit Facility ~~the 2020 Restated Line of Credit Facility~~ and other permissible borrowings. The 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 6.25% Senior Notes Indentures and the ~~2018~~2021 Foreign Asset-Based Term ~~Agreement~~Facility 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 purchase 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, such as ~~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; additional 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 information regarding certain risks related to the Company’s indebtedness and cash flows, see Item 1A. ~~“Risk Factors”~~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 ~~the Company's 2019 Form 10-K, as updated by Part II, Item 1A. “Risk Factors” in the Company’s Form 10-Qs filed with the SEC during 2020.~~an increase to our interest expense."

The Company’s cash contributions to its pension and post-retirement benefit plans in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were ~~$7.5~~$13.7 million. The Company expects that cash contributions to its pension and post-retirement benefit plans will be approximately ~~$19~~$21 million to $24 million in the aggregate for ~~2020.~~2021, once given effect to the provision of the American Rescue Plan signed into law by President Biden on March 11, 2021. The ~~Company’s~~Company��s net cash taxes ~~paid~~refunded in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were ~~$12.6~~$1.0 million. The Company expects to pay net cash taxes totaling approximately ~~$10~~$0 million to ~~$15~~$10 million in the aggregate during ~~2020. For a further discussion, see Note 10, "Pension and Post-Retirement Benefits," and Note 12, "Income Taxes," to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q.~~2021.

The Company’s purchases of permanent wall displays and capital expenditures in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were ~~$16.5~~$5.8 million and ~~$7.4~~$0.7 million, respectively. The Company expects that purchases of permanent wall displays will total approximately ~~$35~~$45 million to ~~$45~~$50 million in the aggregate during ~~2020~~2021 and expects that capital expenditures will total approximately ~~$10~~$20 million to ~~$20~~$25 million in the aggregate during ~~2020.~~2021.

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. For certain of the Company’s other recent cost reduction initiatives, see “COVID-19 Impact on the Company’s Business” under the Overview section of this "Management Discussion and Analysis of Financial Condition and Results of Operations".

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. 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 Amended 2016 Revolving Credit Facility, ~~the 2020 Restated Line of Credit Facility,~~ other permissible borrowings 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. ~~(See~~ “~~Financial Condition, Liquidity and Capital Resources~~ ~~- Consummation of 2020 BrandCo Refinancing Transactions”~~ ~~regarding the Company’s repurchase of certain 5.75% Senior Notes during the second and third quarters of 2020).~~

The Company expects that operating revenues, cash on hand~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions)~~ and funds that may be available from time-to-time for borrowing under the Amended 2016 Revolving ~~Credit Facility, the 2020 Restated Line of~~ Credit Facility and other permissible borrowings will be sufficient to enable the Company to pay its operating expenses for 2020, including payments in connection with the purchase 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, such as, ~~the 2018 Optimization Program and~~currently, primarily 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, currently, primarily the Revlon 2020 Restructuring ~~Program and the~~

~~2018 Optimization~~ Program, and cost reductions generated from other cost control initiatives, including, without limitation, the Company’s interim measures to reduce costs in response to the COVID-19 pandemic (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) suspending or terminating services and payments under consulting agreements with certain directors), 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~~the Amended 2016 Revolving Credit Facility and the ~~2018~~2021 Foreign Asset-Based Term Facility. For example, subject to certain exceptions, revolving loans under the ~~2018~~Amended 2016 Revolving Credit Facility and term loans under the 2021 Foreign Asset-Based Term Facility must be prepaid to the extent that outstanding loans exceed the applicable borrowing base, consisting of certain accounts receivable, inventory and ~~inventory.~~real estate. For information regarding certain risks related to the Company’s indebtedness and cash flows, see Item 1A. “Risk Factors” in the Company's ~~2019~~ 2020 Form 10~~-K, as updated by Part II, Item 1A. “Risk Factors” in the Company’s Form 10-Qs filed with the SEC during 2020.~~-K.

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, whether attributable to the COVID-19 pandemic or otherwise; 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 the purchase of permanent 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 (such as ~~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, additional 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 2020 BrandCo Credit Agreement, 2016 Credit Agreements, the 6.25% Senior Notes ~~indenture~~Indenture and/or the ~~2018~~2021 Foreign Asset-Based Term ~~Agreement~~Facility and in such event the Company could be required to take measures, including, among other things, reducing discretionary spending. For further discussion of certain risks associated with the Company's business and indebtedness, see Item 1A. "Risk Factors" in the Company's ~~2019~~2020 Form ~~10-K, as updated by Part II, Item 1A. “Risk Factors” in the Company’s Form 10-Qs filed with the SEC during 2020.~~10-K.

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.

~~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)~~

Discussion of Critical Accounting Policies

For a discussion of the Company's critical accounting policies, see the Company's ~~2019~~2020 Form 10-K.

Recently Evaluated and/or Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

See ~~discussion of recent accounting pronouncements in~~ Note 1,1., "Description of Business and Summary of Significant Accounting Policies," to the Company's Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Table of Contents

REVLON, INC. AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable as a smaller reporting company.

8753

Table of Contents

REVLON, INC. AND SUBSIDIARIES

Item 4. 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. ~~In March 2020, the Company~~ announced the Revlon 2020 Restructuring Program and in April 2020 the Company took several financial measures, such as implementing a reduced work week and furloughing a significant number of employees, designed to mitigate the adverse financial impacts of COVID-19 (the “COVID-19 Organizational Actions”). In response, the Company implemented mitigating actions to address the potential for any impact from these measures on the Company’s disclosure controls and procedures and its internal control over financial reporting, such as transferring responsibilities for the eliminated positions and furloughed employees and enhancing employee training and internal controls monitoring. 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 Form 10-Q. Based upon such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of ~~September 30, 2020.~~March 31, 2021.

(b) Changes in Internal Control Over Financial Reporting ("ICFR"). There have not been any changes in the Company’s internal control over financial reporting during the quarter ended ~~September 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As described in Item ~~4(a)~~9A(a) above, the Revlon 2020 Restructuring Program and the ~~Company’s~~ COVID-19 Organizational Actions did not ~~materially affect, nor are they reasonably likely to~~ materially affect the Company's ICFR for the quarter ended ~~September 30, 2020.~~March 31, 2021.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q for the period ended ~~September 30, 2020,~~March 31, 2021, 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, whether due to COVID-19 or otherwise; 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 the purchase of permanent 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, ~~(such as 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, additional debt and/or equity ~~repurchases,~~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;

(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, ~~which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions,~~ funds available under the Amended 2016 Revolving ~~Credit Facility, the 2020 Restated Line of~~ Credit Facility, other permissible borrowings and/or other permitted additional sources of capital, which actions could increase the Company's total debt;

(iv)the Company's plans to remain focused on its 3 key strategic pillars to drive its future success and growth, including (1) strengthening its iconic brands through innovation and relevant product portfolios; (2) building its capabilities to better communicate and connect with its consumers through media channels where they spend the most time; and (3) ensuring availability of its products where 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:~~ (1) the Company’s plans to implement 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 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) the 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 $60 million to $70 million of total pre-tax restructuring and related charges and in addition restructuring charges in the range of $75 million to $85 million to be charged and paid during 2021 and 2022; and (b) substantially all of the 2020 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; and (5) the Company’s expectations that as a result of the Revlon 2020 Restructuring Program, the Company will deliver in the range of $200 million to $230 million of annualized cost reductions by the end of 2022, with approximately 50% of these annualized cost reductions to be realized from the headcount reductions occurring in 2020, including the Company’s expectations that during 2020, the Company will realize approximately $105 million to $115 million of in-year cost reductions;;

(vi)the Company's expectation that operating revenues, cash on hand ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions)~~ and funds that may be available from time to time for borrowing under ~~Products Corporation's~~the Amended 2016 Revolving ~~Credit Facility, the 2020 Restated Line of~~ Credit Facility, and other permissible borrowings will be sufficient to enable the Company to cover its operating expenses for ~~2020,~~2021, including the cash requirements referred to in item (viii) below, and the Company's belief that (a) 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, ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions),~~

availability under the Amended 2016 Revolving Credit Facility, ~~the~~ ~~2020 Restated~~ ~~Line of Credit Facility,~~ 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~~its cost control initiatives, including, without limitation, the Company's interim measures to reduce costs in response to the COVID-19 pandemic (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) suspending or terminating services and payments un~~der consulting agreements with certain directors~~), 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 ~~(which as of September 30, 2020 included approximately $175.0 million of proceeds remaining from the 2020 BrandCo Refinancing Transactions)~~ and funds available for borrowing under ~~Products Corporation's~~the Amended 2016 Revolving ~~Credit Facility, the 2020 Restated Line of~~ Credit Facility, and other permissible borrowings, as well as the availability of funds from the Company taking certain measures, including, among other things, reducing discretionary spending and the Company's expectation to generate additional liquidity from cost reductions resulting from ~~the implementation of the 2018 Optimization Program and the Revlon 2020 Restructuring Program and from other~~its cost reduction initiatives, including, without limitation, the Company’s interim measures to reduce costs in response to the COVID-19 pandemic (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) ~~suspending or terminating services and payments under consulting agreements with certain directors~~), 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;

(viii)the Company's expected principal uses of funds, including amounts required for payment of operating expenses including in connection with the purchase 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, such as the 2018 Optimization Program and the Revlon 2020 Restructuring Program;~~programs; 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 (including, without limitation, that 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 and that 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); and its estimates of the amount and timing of such operating and other expenses;

(ix)matters concerning the impact on the Company from changes in interest rates and foreign exchange rates;

(x)the Company's expectation 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, accounts payable and controls on general and administrative spending; and the Company's belief that in the ordinary course of business, its 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;

(xi)the Company's expectations regarding its future net periodic benefit cost for its U.S. and international defined benefit plans;

(xii)the Company's expectation 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 and the Company's expectations regarding whether it will be required to establish additional valuation allowances on its deferred tax assets;

(xiii)the Company's belief that the ~~UMB lawsuit is without merit and its plans to vigorously to contest it and that the~~ outcome of all ~~other~~ 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, but that 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; and

(xiv)the Company's plans to explore certain strategic transactions pursuant to the Strategic Review.

Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language such as "estimates," "objectives," "visions," "projects," "forecasts," "focus," "drive towards," "plans," "targets," "strategies," "opportunities," "assumptions," "drivers," "believes," "intends," "outlooks," "initiatives," "expects," "scheduled to," "anticipates," "seeks," "may," "will" or "should" or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategies, targets, long-range plans, models or intentions. Forward-looking statements speak only as of the date they are made, and except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investors are advised, however, to consult any additional disclosures the Company made or may make in the Company's ~~2019~~2020 Form 10-K and in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC ~~in 2020 and 2019 (which,~~

(which, among other places, can be found on the SEC's website at http://www.sec.gov, as well as on the Company's corporate website at www.revloninc.com). Except as expressly set forth in this Quarterly Report on Form 10-Q, the information available from time-to-time on such websites shall not be deemed incorporated by reference into this Quarterly Report on Form 10-Q. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. (See also Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q for further discussion of risks associated with the Company's business). In addition to factors that may be described in the Company's filings with the SEC, including this filing, the following factors, among others, could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by the Company:

(i)unanticipated circumstances or results affecting the Company's financial performance and or sales growth, including: greater than anticipated levels of consumers choosing to purchase their beauty products through e-commerce and other social media channels and/or greater than anticipated declines in the brick-and-mortar retail channel, or either of those conditions occurring at a rate faster than anticipated; the Company's inability to address the pace and impact of the new commercial landscape, such as its inability to enhance its e-commerce and social media capabilities and/or increase its penetration of e-commerce and social media channels; the Company's inability to drive a successful long-term omni-channel strategy and significantly increase its e-commerce penetration; difficulties, delays and/or the Company's inability to (in whole or in part) develop and implement effective content to enhance its online retail position, improve its consumer engagement across social media platforms and/or transform its technology and data to support efficient management of its digital infrastructure; the Company incurring greater than anticipated levels of expenses and/or debt to facilitate the foregoing objectives, which could result in, among other things, less than anticipated revenues and/or profitability; 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, whether attributable to COVID-19 or otherwise; 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; decreased performance by third-party suppliers, whether due to COVID-19, shortages of raw materials or otherwise; and/or supply disruptions at the Company's manufacturing facilities, whether attributable to COVID-19 or otherwise; changes in consumer preferences, such as reduced consumer demand for the Company's color cosmetics and other current products, including new product launches; changes in consumer purchasing habits, including with respect to 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, whether attributable to COVID-19 or otherwise; lower than expected customer acceptance or consumer acceptance of, or less than anticipated results from, the Company's existing or new products, whether attributable to COVID-19 or otherwise; higher than expected 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, whether attributable to COVID-19 or otherwise; higher than expected purchases of permanent 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, ~~(such as 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, advertising, promotional and marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise or lower than expected results from the Company's advertising, promotional, pricing and/or marketing plans, whether attributable to COVID-19 or otherwise; decreased sales of the Company’s existing or new products, whether attributable to COVID-19 or otherwise; actions by the Company's customers, such as greater than expected inventory management and/or de-stocking, and greater than anticipated space reconfigurations or reductions in display space and/or product discontinuances or a greater than expected impact from pricing, marketing, advertising and/or promotional strategies by the Company's customers, whether attributable to COVID-19 or otherwise; and changes in the competitive environment and actions by the Company's competitors, including, among other things, business combinations, technological breakthroughs, implementation of new pricing strategies, new product offerings, increased advertising, promotional and marketing spending and advertising, promotional and/or marketing successes by competitors;

(ii)in addition to the items discussed in (i) above, the effects of and changes in economic conditions (such as volatility in the financial markets, whether attributable to COVID-19 or otherwise, inflation, increasing interest rates, monetary conditions and foreign currency fluctuations, tariffs, foreign currency controls and/or government-mandated pricing controls, as well as in trade, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities) and natural disasters, such as the devastating fires in Australia and the earthquakes in Puerto Rico;

(iii)unanticipated costs or difficulties or delays in completing projects associated with continuing to execute the Company's business initiatives or lower than expected revenues or the inability to create value through improving the Company's financial performance as a result of such initiatives, including lower than expected sales, or higher than expected costs, including as may arise from any additional repositioning, repackaging or reformulating of one or more brands or product lines, launching of new product lines, including higher than expected expenses, including for sales returns, for launching its 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 or converting the Company's go-to-trade structure in certain countries to other business models), further refining its approach to retail merchandising and/or difficulties, delays or increased costs in connection with taking further actions to optimize the Company's manufacturing, sourcing, supply chain or organizational size and structure (including difficulties or delays in and/or the Company's inability to optimally implement ~~the 2018 Optimization Program~~ ~~and/or the Revlon 2020 Restructuring Program~~ its restructuring programs and/or less than expected benefits from such programs and/or more than expected costs in implementing such programs, which could cause the Company not to realize the projected cost reductions), as well as the unavailability of cash generated by operations, cash on hand and/or funds under the Amended 2016 Revolving Credit Facility, ~~the 2020 Restated Line of Credit Facility~~ and/or other permissible borrowings and/or from other permissible additional sources of capital to fund such potential activities, as well as the unavailability of funds due to potential mandatory repayment obligations under the ~~2018~~2021 Foreign Asset-Based Term Facility;

(iv)difficulties, delays in or less than expected results from the Company's efforts to execute on its 3 key strategic pillars to drive its future success and growth, including, without limitation: (1) less than effective new product development and innovation, less than expected acceptance of its new products and innovations by the Company's consumers and/or customers in one or more of its segments and/or less than expected levels of execution vis-à-vis its new product launches with its customers in one or more of its segments or regions, in each case whether attributable to COVID-19 or otherwise; (2) less than expected levels of advertising, promotional and/or marketing activities for its new product launches, less than expected acceptance of its advertising, promotional, pricing and/or marketing plans and/or brand communication by consumers and/or customers in one or more of its segments, less than expected investment in advertising, promotional and/or marketing activities or greater than expected competitive investment, in each case whether attributable to COVID-19 or otherwise; and/or (3) difficulties or disruptions impacting the Company's ability to ensure availability of its products where consumers shop, both in-store and increasingly online, including, without limitation, difficulties with, delays in or the inability to achieve the Company’s expected results, such as due to, among other things, the Company’s business experiencing greater than anticipated disruptions due to COVID-19 related uncertainty or other related factors making it more difficult to maintain relationships with employees, business partners or governmental entities and/or other unanticipated circumstances, trends or events affecting the Company’s financial performance, including decreased consumer spending in response to the COVID-19 pandemic and related conditions and restrictions, weaker than expected economic conditions due to the COVID-19 pandemic and its related restrictions and conditions continuing for periods longer than currently estimated, or ~~COVID-19 expanding into more territories than currently anticipated, or~~ other weakness in the consumption of beauty-related products, lower than expected acceptance of the Company’s new products, adverse changes in foreign currency exchange rates, decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors, the unavailability of one or more forms of additional credit in the current capital markets and/or decreased performance by third party suppliers;

(v)difficulties, delays or unanticipated costs or charges or less than expected cost reductions and other benefits resulting from the Company's restructuring activities, ~~such as in connection with the 2018 Optimization Program and/or the Revlon 2020 Restructuring Program,~~ higher than anticipated restructuring charges and/or payments and/or changes in the expected timing of such charges and/or payments; and/or less than expected additional sources of liquidity from such initiatives;

(vi)lower than expected operating revenues, cash on hand and/or funds available under the Amended 2016 Revolving Credit Facility, ~~the 2020 Restated Line of Credit Facility~~and/or other permissible borrowings or generated from cost reductions resulting from the implementation of ~~the Revlon 2020 Restructuring Program and the 2018 Optimization Program and/or other~~ cost control initiatives,including, without limitation, the Company’s interim measures to reduce costs in response to the COVID-19 pandemic (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) ~~suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v)~~ ~~suspending or terminating services and payments under consulting agreements with certain directors~~), and/or from 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; higher than anticipated operating expenses, such as referred to in clause (viii) below; and/or less than anticipated cash generated by the Company's operations or unanticipated restrictions or taxes on repatriation of foreign earnings;

(vii)the unavailability of funds under ~~Products Corporation's~~the Amended 2016 Revolving Credit Facility, ~~the 2020 Restated~~ ~~Line of Credit Facility~~ and/or other permissible borrowings; the unavailability of funds under the ~~2018~~2021 Foreign Asset-Based Term Facility, such as due to reductions in the applicable borrowing base that could require certain mandatory prepayments; the unavailability of funds from difficulties, delays in or the Company's inability to take other measures, such as reducing discretionary spending and/or less than expected liquidity from cost reductions resulting from the implementation of ~~the Revlon 2020 Restructuring Program and the 2018 Optimization Program~~its restructuring programs and from other cost reduction initiatives,including, without limitation, the Company’s interim measures to reduce costs in response to the COVID-19 pandemic (such as: (i) switching to a reduced work week and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based employees and those in certain other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) p~~lan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v)~~ ~~suspending or terminating services and payments under consulting agreements with certain directors~~), and/or from 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;

(viii)higher than expected operating expenses, such as higher than expected purchases of permanent 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 ~~(such as the 2018 Optimization Program~~ ~~and/or 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, additional 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;

(ix)unexpected significant impacts on the Company from changes in interest rates or foreign exchange rates;

(x)difficulties, delays or the inability of the Company to efficiently manage its cash and working capital;

(xi)lower than expected returns on pension plan assets and/or lower discount rates, which could result in higher than expected cash contributions, higher net periodic benefit costs and/or less than expected net periodic benefit income;

(xii)unexpected significant variances in the Company's tax provision, effective tax rate and/or unrecognized tax benefits, whether due to the enactment of the Tax Act or otherwise, such as due to the issuance of unfavorable guidance, interpretations, technical clarifications and/or technical corrections legislation by the U.S. Congress, the U.S. Treasury Department or the IRS, unexpected changes in foreign, state or local tax regimes in response to the Tax Act, and/or changes in estimates that may impact the calculation of the Company's tax provisions, as well as changes in circumstances that could adversely impact the Company's expectations regarding the establishment of additional valuation allowances on its deferred tax assets;

(xiii)unanticipated adverse effects on the Company's business, prospects, results of operations, financial condition and/or cash flows as a result of unexpected developments with respect to the Company's legal proceedings; and/or

(xiv)difficulties or delays that could affect the Company's ability to consummate one or more transactions pursuant to the Strategic Review, such as due to the Company's respective businesses experiencing disruptions due to transaction-related uncertainty or other factors.

Factors other than those listed above could also cause the Company's results to differ materially from expected results. This discussion is provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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Website Availability of Reports, Corporate Governance Information and Other Financial Information

The Company maintains a comprehensive corporate governance program, including Corporate Governance Guidelines for Revlon’s Board of Directors, Revlon’s Board Guidelines for Assessing Director Independence and charters for Revlon’s Audit Committee and Compensation Committee. Revlon maintains a corporate investor relations website, www.revloninc.com, where stockholders and other interested persons may review, without charge, among other things, Revlon's corporate governance materials and certain SEC filings (such as Revlon's ~~annual reports~~Annual Reports on Form 10-K, ~~quarterly reports~~Quarterly Reports on Form 10-Q, current reports on Form 8-K, proxy statements, annual reports, Section 16 reports reflecting certain changes in the stock ownership of Revlon’s directors and Section 16 officers, and certain other documents filed with the SEC), each of which are generally available on the same business day as the filing date with the SEC on the SEC’s website http://www.sec.gov. Products Corporation's SEC filings are also available on the SEC's website http://www.sec.gov. In addition, under the section of the website entitled, "Corporate Governance," Revlon posts printable copies of the latest versions of its Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence and charters for Revlon's Audit Committee and Compensation Committee, as well as the Company's Code of Conduct and Business Ethics, which includes the Company's Code of Ethics for Senior Financial Officers, and the Audit Committee Pre-Approval Policy. From time-to-time, the Company may post on www.revloninc.com certain presentations that may include material information regarding its business, financial condition and/or results of operations. The business and financial materials and any other statement or disclosure on, or made available through, the websites referenced herein shall not be deemed incorporated by reference into this report.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 12, 2020, UMB Bank, National Association (“UMB”), purporting to act as successor agent under the Term Credit Agreement, dated as of September 7, 2016 (as amended as of May 7, 2020 and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “2016 Credit Agreement”), filed a lawsuit, titled UMB Bank, National Association v. Revlon, Inc. et al., against Revlon, Inc., Products Corporation, several of Products Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Citibank, Jefferies Finance LLC, Jefferies LLC, and Ares Corporate Opportunities Fund V, in the U.S. District Court for the Southern District of New York (the “Complaint”). The Complaint alleged various claims, stemming from alleged breaches of the 2016 Credit Agreement. The Company believes that this lawsuit was without merit. On November 6, 2020, having failed to serve the lawsuit on any defendant or make any effort to pursue the case, UMB Bank dismissed the case without prejudice to its right to refile it at a later date.

Item 1A. Risk Factors

In addition to the other information in this report, when evaluating the Company’s business investors should consider carefully the following risk factors which have been updated since the Company’s 2019 Form 10-K. For definitions of certain capitalized terms used in this Form 10-Q 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 Form 10-Q and in the Company’s 2019 Form 10-K.

Revlon is a holding company with no business operations of its own and is dependent on its subsidiaries to pay certain expenses and dividends. In addition, shares of the capital stock of Products Corporation, Revlon's wholly-owned operating subsidiary, are pledged by Revlon to secure its obligations under the 2016 Credit Agreements and the 2020 BrandCo Credit Agreement.

Revlon is a holding company with no business operations of its own. Revlon's only material asset is all of the outstanding capital stock of Products Corporation, Revlon's wholly-owned operating subsidiary, through which Revlon conducts its business operations. As such, Revlon's net income has historically consisted predominantly of its equity in the net loss of Products Corporation, which for 2019 and 2018 was $151.2 million and $289.1 million, respectively (in each case excluding $7.9 million and $6.3 million, respectively, in expenses primarily related to Revlon being a public holding company). Revlon is dependent on the earnings and cash flow of, and dividends and distributions from, Products Corporation to pay Revlon’s expenses incidental to being a public holding company and to pay any cash dividend or distribution on its Class A Common Stock in each case that may be authorized by Revlon’s Board of 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 indenture governing Products Corporation's 6.25% Senior Notes due 2024 (the "6.25% Senior Notes Indenture" and the "6.25% Senior Notes," respectively) and the 2020 BrandCo Credit Agreement (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

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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 2020 BrandCo Credit Agreement. 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, 2020 BrandCo Facilities, 2020 Restated Line of Credit Facility and/or its 6.25% Senior Notes and could have other consequences.")

~~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 September 30, 2020 the Company’s total indebtedness was $3,791.4 million (or $3,633.0 million net of discounts and debt issuance costs), including: (i) $1,761.3 million in aggregate principal amount of its 2020 BrandCo Term Loan Facility; (ii) $450 million in aggregate principal amount of its 6.25% Senior Notes; (iii) $342.8 million in aggregate principal amount of its 5.75% Senior Notes; (iv) $291.9 million of secured indebtedness under Tranche A of its Amended 2016 Revolving Credit Facility; (v) $886.3 million in aggregate principal amount of secured indebtedness under its 2016 Term Loan Facility; (vi) the Euro equivalent of $56.8 million in aggregate principal amount of secured indebtedness under its 2018 Foreign Asset-Based Term Facility; (vii) nil in aggregate principal amount of indebtedness under its 2020 Restated Line of Credit Facility; and (viii) $2.0 million in aggregate principal amount of other indebtedness. On November 13, 2020, Products Corporation successfully consummated the Exchange Offer and accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation issued $50 million aggregate principal amount of new ABL FILO Term Loans and $75 million aggregate principal amount of the New BrandCo Second-Lien Term Loans. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding.

In addition, in May 2020 Products Corporation repaid in full the 2019 Term Loan Facility, incurred additional indebtedness under the 2020 BrandCo Term Loan Facility and exchanged a significant portion of indebtedness under the 2016 Term Loan Facility for indebtedness under the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility in connection with the 2020 BrandCo Refinancing Transactions (see Note 7, "Debt" and Note 19, “Subsequent Events,” to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q. See also, "Recent Debt Transactions" in Item 7. "Combined Management's Discussion and Analysis of Financial Condition and Results of Operations."). 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;

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•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, the 6.25% Senior Notes Indenture and the 2020 BrandCo Credit 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 Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

~~Even after the consummation of the Exchange Offer, Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors.~~

The 2020 Restated Line of Credit Facility matures on December 31, 2020 (provided that upon the incurrence of a New European ABL FILO Facility under such facility, the New European ABL FILO Facility would mature on (x) the maturity date of any such Future Refinanced European ABL Facility or (y) if there is no Future Refinanced European ABL Facility, July 9, 2022); 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 2016 Term Loan Facility matures no later than September 2023; Tranche B under the Amended 2016 Revolving Credit Agreement matures no later than December 2023; the 6.25% Senior Notes mature in August 2024; and the 2020 BrandCo Facilities and the Extended Term Loans mature no later than June 2025. The 2020 BrandCo Facilities have a springing maturity that accelerates to the 91st day prior to the maturity of the 6.25% Senior Notes if an aggregate principal amount of the 6.25% Senior Notes in excess of $100 million remains outstanding by such date. For a more complete description of the maturities of these debt instruments, including events that could accelerate their respective maturities, see "Recent Developments," as well as Note 7, “Debt,” ~~and Note 19, “Subsequent Events,” to the Company's~~ ~~unaudited Consolidated Financial Statements in this Form 10-Q~~. See also, “Recent Debt 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 6.25% 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 2020 Restated 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 2020 BrandCo Credit Agreement, the 6.25% Senior Notes Indenture, 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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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 2020 BrandCo Credit Agreement and Products Corporation's 6.25% Senior Notes Indenture, 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 Foreign Asset-Based Term Agreement, the 2020 BrandCo Credit Agreement, the 2020 Restated Line of Credit Facility and/or the 6.25% Senior Notes Indenture would permit the Company’s lenders to accelerate amounts outstanding thereunder. The acceleration of amounts outstanding under the 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility, the 2020 BrandCo Credit Agreement, the 2020 Restated Line of Credit Facility and/or the 6.25% 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 Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, holders of the 6.25% 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 Agreement and the 2020 BrandCo Credit 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, the 2020 BrandCo Credit Agreement, the 2020 Restated Line of Credit Facility or the 2018 Asset-Based Term Facility or to repay, repurchase or redeem, in full or in part, the 6.25% 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 the ongoing and prolonged COVID-19 pandemic or other 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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Under such circumstances, Products Corporation may be unable to comply with the requirements of one or more of 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, 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 bank lenders to accelerate the repayment of the 2016 Senior Credit Facilities, and, under certain circumstances, would constitute an event of default under the 2020 BrandCo Credit Agreement, the 2018 Foreign Asset-Based Term Agreement, the 2020 Restated Line of Credit Agreement and the 6.25% Senior Notes Indenture. An event of default under the 6.25% Senior Notes Indenture would permit the 6.25% Senior Notes Trustee or the Requisite Note Holders to accelerate payment of the principal and accrued, but unpaid, interest on the 6.25% Senior Notes. An event of default under the 2020 Restated Line of Credit Agreement, under certain circumstances, would permit the lenders to accelerate the repayment of such facility.

Products Corporation’s assets and/or cash flows and/or that of Products Corporation’s subsidiaries may not be sufficient to fully 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 its 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility, the 2020 BrandCo Credit Agreement, the 2020 Restated Line of Credit Facility and/or its 6.25% Senior Notes, it may be unable to refinance or restructure the payments on such debt. See “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Further, if the Company is unable to repay, refinance or restructure its indebtedness under the 2016 Senior Credit Facilities, the 2018 Foreign Asset-Based Term Facility and/or the 2020 BrandCo Credit Agreement, the lenders could proceed against the collateral securing that indebtedness, subject to certain conditions and limitations as set forth in the related intercreditor agreements and collateral agreements. As described above, the consequences of complying with the foregoing restrictions, covenants and limitations under the Company’s various debt instruments could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Limits on Products Corporation's borrowing capacity under the Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility may affect the Company's ability to finance its operations.

At September 30, 2020, Products Corporation had $291.9 million in aggregate borrowings outstanding under the Amended 2016 Revolving Credit Facility and the Euro equivalent of $56.8 million outstanding under the 2018 Foreign Asset-Based Term Facility as of September 30, 2020. While the Amended 2016 Revolving Credit Facility provides for up to $400.0 million of commitments, the Company’s ability to borrow funds under such facility is limited by a borrowing base determined relative to the value, from time-to-time, of certain eligible assets.

While the 2018 Foreign Asset-Based Term Facility provides for a euro-denominated senior secured asset-based term loan facility in an original aggregate principal amount of €77 million, the full amount of which was funded on the closing of the facility in July 2018, the 2018 Foreign Asset-Based Term Agreement requires the maintenance of a borrowing base supporting the borrowing thereunder, 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, subject to certain customary availability reserves.

Under the Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility, if the value of the Company's eligible assets is not sufficient to support the 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.

The Borrowers must prepay loans under the Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility to the extent that outstanding loans exceed its respective borrowing base under the 2018 Foreign Asset-Based Term Facility, 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 Foreign Asset-Based Term Facility. To the extent certain levels of

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availability are obtained during a certain period of time, the Borrowers can withdraw the Qualified Cash from such bank account. In addition, the 2018 Foreign 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 and its subsidiaries inventory and accounts receivable, which are significant components of the eligible assets comprising the borrowing base under the Amended 2016 Revolving Credit Facility and the 2018 Foreign Asset-Based Term Facility), this could reduce the borrowing base under the Amended 2016 Revolving Credit Facility and/or the 2018 Asset-Based Term Facility. Further, if Products Corporation borrows funds under the Amended 2016 Revolving Credit Facility, subsequent changes in the value or eligibility of the assets within the borrowing base could require Products Corporation to pay down amounts outstanding under such facility so that there is no amount outstanding in excess of the then-existing borrowing base. Likewise, subsequent changes in the value or eligibility of the assets within the borrowing base under the 2018 Foreign Asset-Based Term Facility could require Products Corporation to pay down amounts outstanding under such facility so that there is no amount outstanding in excess of the then-existing borrowing base, which, unlike the Amended 2016 Revolving Credit Facility, cannot be re-borrowed.

The Company’s ability to borrow under the Amended 2016 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 Amended 2016 Revolving Credit Facility, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

If one or more lenders under the Amended 2016 Revolving Credit Facility are unable to fulfill their commitment to advance funds to Products Corporation under such facility, it would impact the Company’s liquidity and, depending upon the amount involved and the Company’s liquidity requirements, it could have an adverse effect on the Company’s ability to fund its operations, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

~~At September 30, 2020, the Company had a liquidity position of~~ ~~$340.4 million, consisting of: (i)~~ ~~$268.3 million~~ ~~of unrestricted cash and cash equivalents (with approximately $93.7 million held outside the U.S.); (ii)~~ ~~$52.6 million~~ ~~in available borrowing capacity under Products Corporation's Amended 2016 Revolving Credit Facility (which had~~ ~~$291.9 million~~ ~~drawn at such date); (iii)~~ ~~$30 million~~ ~~in available borrowing capacity under the 2020 Restated Line of Credit Facility, which had~~ no ~~borrowings at such date; and less (iv) approximately~~ ~~$10.5 million~~ ~~of outstanding checks.~~ ~~See “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

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.

A substantial portion of the Products Corporation's indebtedness is subject to floating interest rates, which makes the Company more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates or a downturn in the Company’s business. ~~As of~~ ~~September 30, 2020, $2,966.4 million of Products Corporation’s total indebtedness, or approximately 79% of its total indebtedness, was subject to floating interest rates.~~

In July 2017, the 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 2020 BrandCo Facilities 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 successor rates 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 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 2020 BrandCo Credit Agreement contains provisions governing the selection and adjustment of replacement reference rates. More generally, a phase-out of LIBOR could cause market volatility or disruption and may

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adversely affect our access to the capital markets and cost of funding, which would have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

Similar considerations as the ones described above 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 the interest rate thereunder is tied to EURIBOR. To the extent that EURIBOR becomes unavailable, the agreement contains 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.

As of September 30, 2020, the entire $886.3 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 September 30, 2020, LIBOR and the alternate base rate for the 2016 Term Loan Facility wer~~e 0.75% and 3.25%,~~ respectively. As of September 30, 2020, $291.9 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). Under 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 the Euro equivalent of $56.8 million in aggregate principal amount outstanding as of ~~September 30, 2020~~, interest accrues on borrowings at a rate per annum equal to the EURIBOR rate plus a 6.50% applicable margin. Interest accrues on the 2020 BrandCo Term Loan Facility at a rate per annum equal to (i) 2.00%, payable in kind, plus (ii) LIBOR (which has a floor of 1.50%) plus a margin of 10.5%. Interest accrues on the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility at a rate per annum of LIBOR (which has a floor of 0.75%) plus a margin of 3.5%. ~~See “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

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 2020 BrandCo Facilities and other short-term borrowings (which, in the aggregate, are Products Corporation’s only debt currently subject to floating interest rates) as of ~~September 30, 2020~~, a 1% increase in LIBOR (or an equivalent successor rate) would increase the Company’s annual interest expense by $30.5 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 $15.0 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, 2020 BrandCo Credit Agreement and/or 2020 Restated 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 2020 Restated Line of Credit Facility 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 Progr~~am and the Revlon 2020 Restructuring Program); sever~~ance 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 Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

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~~However, if the Company's anticipated level of revenue is not achieved because of, for example, decreased consumer~~ spending in response to the ongoing and prolonged COVID-19 pandemic or other 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; 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), a~~cquisition 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, 2020 BrandCo Credit Agreement and/or 2020 Restated 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, 2020 BrandCo Credit Agreement and/or 2020 Restated 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 2020 BrandCo Credit Agreement if the actions do not result in sufficient c~~ost 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).

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-

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~~REVLON, INC. AND SUBSIDIARIES~~

~~Based Term Facility, 2020 BrandCo Facilities, 2020 Restated Line of Credit Facility and/or its 6.25% 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 and the 2020 BrandCo 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.

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 Foreign Asset-Based Term Agreement, the 2020 BrandCo Credit Agreement and the 6.25% Senior Notes Indenture. A change of control constitutes an event of default under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement and the 2020 BrandCo Credit Agreement that would permit Products Corporation's and its subsidiaries' lenders to accelerate amounts outstanding under such facilities. In addition, holders of the 6.25% 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, the 2018 Foreign Asset-Based Term Facility, the 2020 BrandCo Facilities and the 2020 Restated Line of Credit Facility (as a result of its cross-default provisions) and/or to repurchase or redeem some or all of the 6.25% 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, 2020 BrandCo Credit Agreement and/or 2020 Restated 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 ongoing and prolonged COVID-19 pandemic has resulted in significantly decreased net sales for the Company and has had, and could continue to have, a significant adverse effect on the Company's business, results of operations, financial condition and/or cash flows.

The ongoing and prolonged COVID-19 pandemic has had, and continues to have, a significant adverse effect on the Company’s business around the globe, which could continue for the foreseeable future. After China began reporting on the spread of the COVID-19 coronavirus in early 2020, there have been over 45 million cases of the COVID-19 coronavirus globally and it has contributed to over 1.1 million deaths worldwide, according to data from the World Health Organization. The COVID-19 pandemic has adversely impacted net sales in all major commercial regions that are important to the Company’s business. COVID-19’s adverse impact on the global economy has contributed to significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company’s reporting segments and regions.

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~~REVLON, INC. AND SUBSIDIARIES~~

In April 2020, the Company took several cost reduction measures designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on its net sales, including, without limitation: (i) reducing brand support, as a result of the abrupt decline in retail store traffic; (ii) continuing to monitor the Company’s sales and order flow and periodically scaling down operations and cancelling promotional programs; and (iii) closely managing cash flow and liquidity and prioritizing cash to minimize COVID-19’s impact on the Company’s production capabilities. In April 2020, the Company also implemented various organizational interim measures designed to reduce costs in response to COVID-19, including, without limitation: (i) switching to a reduced work week in the U.S. and in the Company's international locations and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based office-based employees and 30% factory-based employees, as well as employees in a majority of the Company's other locations; (iii) suspending the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) suspending or terminating services and payments under consulting agreements with certain directors. During the third quarter of 2020, the Company started to gradually roll back some of these measures especially with regards to some of the employees previously furloughed and/or on a reduced work week. With most of these measures still in place, including the Revlon 2020 Restructuring Program, the Company achieved cost reductions of approximately $78 million and $231 million during the three and nine months ended September 30, 2020, respectively, that have substantially offset the impact of the decline in the Company's net sales over such period. However, with the ongoing and prolonged COVID-19 pandemic, these mitigation actions may not prove to be effective in insulating the Company from any further damaging economic impacts from the pandemic.

The ongoing and prolonged COVID-19 pandemic has caused the Company and various of its key third party suppliers to temporarily close one or more of their manufacturing facilities. While these closures have not yet had a material adverse impact on the Company’s ability to operate and fulfill orders, if the COVID-19 restrictions continue for a period longer than the period for the re-opening of retailers, such restrictions could lead to a shortage of raw materials, components and finished products, which in turn could cause the Company to be unable to ship products to retailers and consumers and continue to adversely impact the Company’s net sales. The continuation of any of the foregoing events or other unforeseen consequences of the COVID-19 pandemic would continue to significantly adversely affect the Company’s business, results of operations, financial condition and cash flows.

~~In addition to the other information in this report,~~ investors should consider carefully the risk factors discussed in Part I, Item 1A. "Risk Factors" in the Company's ~~2019~~2020 Form 10-K.

Item 5. Other Information

~~100~~57

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REVLON, INC. AND SUBSIDIARIES

~~Item 6.~~ Exhibits













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






































4.			~~Instruments Defining the Rights of Security Holders, including Indentures.~~

























































*4.1			~~Second Amended and Restated Senior Unsecured Line~~Amendment No. 7, dated as of March 8, 2021, to the Asset-Based Revolving Credit Agreement, dated as of September ~~28, 2020, between Products Corporation, as borrower, and MacAndrews & Forbes Group, LLC, as lender.~~
~~10.~~			~~Material Contracts.~~
*10.1			Transaction Support Agreement, dated as of September 28, 2020, by and among Products Corporation, Revlon and certain beneficial holders, or investment advisors or managers for the account of beneficial holders, of term loans under the BrandCo Credit Agreement, dated as of May 7, ~~2020,~~2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and ~~Jefferies Finance LLC,~~Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 4.61 to the Revlon 2020 Form 10-K).
*4.2			Amendment No. 8, dated as of May 7, 2021, to the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and MidCap Funding IV Trust, as administrative agent and collateral agent.
10.			Material Contracts.






































10.1			Amendment No. 2, dated as of March 10, 2021, to the Amended and Restated Consulting Agreement, dated as of March 11, 2020, between Products Corporation and E. Scott Beattie (incorporated by reference to Exhibit 10.22 to the Revlon 2020 Form 10-K).
*31.1			Certification of Debra Perelman, Chief Executive Officer, dated ~~November 13, 2020,~~May 10, 2021, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31.2			Certification of Victoria Dolan, Chief Financial Officer, dated ~~November 13, 2020,~~May 10, 2021, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31.3			Certification of Debra Perelman, Chief Executive Officer, dated May 10, 2021, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31.4			Certification of Victoria Dolan, Chief Financial Officer, dated May 10, 2021, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
**32.1			Certification of Debra Perelman, Chief Executive Officer, dated ~~November 13, 2020,~~May 10, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2			Certification of Victoria Dolan, Chief Financial Officer, dated May 10, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**~~32.2~~32.3			Certification of Debra Perelman, Chief Executive Officer, dated May 10, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.4			Certification of Victoria Dolan, Chief Financial Officer, dated ~~November 13, 2020,~~May 10, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*101.INS			Inline XBRL Instance Document
*101.SCH			Inline XBRL Taxonomy Extension Schema
*101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase
*101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase
*101.LAB			Inline XBRL Taxonomy Extension Label Linkbase
*101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase
*104			Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101

*Filed herewith.

**Furnished herewith.

~~101~~58

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~November 13, 2020~~May 10, 2021

Revlon, Inc.

(Registrant)

By: /s/ Debra Perelman

By: /s/ Victoria Dolan

By: /s/ Pamela Bucher

Debra Perelman

Victoria Dolan

Pamela Bucher

President, Chief Executive Officer &

Chief Financial Officer

Vice President,

Director

Chief Accounting Officer

& Controller

Revlon Consumer Products Corporation

(Registrant)

By: /s/ Debra Perelman

By: /s/ Victoria Dolan

By: /s/ Pamela Bucher

Debra Perelman

Victoria Dolan

Pamela Bucher

President, Chief Executive Officer &

Chief Financial Officer

Vice President,

Director

Chief Accounting Officer

& Controller

~~102~~59



	Charges incurred during the nine months ended September 30, 2020		Cumulative charges incurred through September 30, 2020
Revlon	$	(0.3)	$	8.5
Elizabeth Arden	(0.1)		4.2
Portfolio	(0.1)		3.9
Fragrances	(0.1)		3.4
Total	$	(0.6)	$	20.0


	September 30,		December 31,
	2020		2019
Finished goods	$	402.2	$	326.5
Raw materials and supplies	106.8		110.4
Work-in-process	16.5		11.5
	$	525.5	$	448.4


	Three Months Ended
	September 30, 2020
	Revlon		Portfolio		Elizabeth Arden		Fragrances		Total

Indefinite-lived intangible assets	$	0	$	0	$	0	$	0	$	0
Total Intangibles Impairment	$	0	$	0	$	0	$	0	$	0


	Nine Months Ended
	September 30, 2020
	Revlon		Portfolio		Elizabeth Arden		Fragrances		Total

Indefinite-lived intangible assets	$	0	$	(2.5)	$	(30.6)	$	0	$	(33.1)
Total Intangibles Impairment	$	0	$	(2.5)	$	(30.6)	$	0	$	(33.1)