UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

(Mark One)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2016~~March 31, 2017


__	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________________ to _______________

Commission File Number: 33-59560

REVLON CONSUMER PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	13-3662953
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One New York Plaza, New York, New York	10004
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 212-527-4000

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

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

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

The number of shares outstanding of the registrant's common stock was 5,260 as of ~~June 30, 2016,~~March 31, 2017, all of which were held by one affiliate, Revlon, Inc.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

INDEX



PART I - Financial Information
Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of ~~June 30, 2016~~March 31, 2017 (Unaudited) and December 31, ~~2015~~2016	2
	Unaudited Consolidated Statements of ~~Income~~Operations and Comprehensive Income (Loss) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	3
	Unaudited Consolidated Statement of Stockholder's Deficiency for the ~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017	4
	Unaudited Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4644
Item 4.	Controls and Procedures	4745

PART II - Other Information
Item 1.	Legal Proceedings	4948
Item 1A.	Risk Factors	5048
Item 5.	Other Information	5148
Item 6.	Exhibits	5249
	Signatures	5349

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions)


	June 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
	(Unaudited)			(as adjusted)^(a)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	185.8		$	326.9		$	121.5		$	186.8
Trade receivables, less allowance for doubtful accounts of $10.7 and $10.5 as of June 30, 2016 and December 31, 2015, respectively	268.4			244.9
Trade receivables, less allowance for doubtful accounts of $11.8 and $11.1 as of March 31, 2017 and December 31, 2016, respectively							375.7			423.9
Inventories	209.6			183.8			453.1			424.6
Prepaid expenses and other	74.3			53.3			106.7			84.9
Receivable from Revlon, Inc.	127.2			117.4			136.4			132.7
Total current assets	865.3			926.3			1,193.4			1,252.9
Property, plant and equipment, net of accumulated depreciation of $286.3 and $271.7 as of June 30, 2016 and December 31, 2015, respectively	216.8			215.3
Property, plant and equipment, net of accumulated depreciation of $342.6 and $304.7 as of March 31, 2017 and December 31, 2016, respectively							322.7			320.5
Deferred income taxes	41.7			49.8			179.9			136.1
Goodwill	476.7			469.7			701.9			689.5
Intangible assets, net of accumulated amortization of $72.8 and $61.1 as of June 30, 2016 and December 31, 2015, respectively	328.9			318.0
Intangible assets, net of accumulated amortization of $97.1 and $84.8 as of March 31, 2017 and December 31, 2016, respectively							611.8			636.6
Other assets	89.4			84.1			108.2			103.1
Total assets	$	2,018.8		$	2,063.2		$	3,117.9		$	3,138.7

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Current liabilities:
Short-term borrowings	$	14.1		$	11.3		$	11.4		$	10.8
Current portion of long-term debt	6.8			30.0			59.0			18.1
Accounts payable	187.6			201.3			301.9			296.9
Accrued expenses and other	233.2			272.4			346.0			382.7
Total current liabilities	441.7			515.0			718.3			708.5
Long-term debt	1,783.6			1,783.7			2,660.6			2,663.1
Long-term pension and other post-retirement plan liabilities	178.2			185.3			185.9			184.1
Other long-term liabilities	72.8			70.8			84.1			89.8
Stockholder's deficiency:
RCPC Preferred Stock, par value $1.00 per share; 1,000 shares authorized and 546 shares issued as of June 30, 2016 and December 31, 2015, respectively	54.6			54.6
Common Stock, par value $1.00 per share; 10,000 shares authorized and 5,260 shares issued as of June 30, 2016 and December 31, 2015 respectively	—			—
Additional paid-in-capital	960.9			957.5
Stockholder’s deficiency:
RCPC preferred stock, par value $1.00 per share; 1,000 shares authorized; 546 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively							54.6			54.6
Common Stock, par value $1.00 per share; 10,000 shares authorized; 5,260 shares issued and outstanding as of March 31, 2017 and December 31, 2016							—			—
Additional paid-in capital							966.1			964.4
Accumulated deficit	(1,236.1		)	(1,258.4		)	(1,309.9		)	(1,274.1		)
Accumulated other comprehensive loss	(236.9		)	(245.3		)	(241.8		)	(251.7		)
Total stockholder's deficiency	(457.5		)	(491.6		)
Total liabilities and stockholder's deficiency	$	2,018.8		$	2,063.2
Total stockholder’s deficiency							(531.0		)	(506.8		)
Total liabilities and stockholder’s deficiency							$	3,117.9		$	3,138.7

^(a)Adjusted as a result of the adoption of certain accounting pronouncements beginning on January 1, 2016. See Note 1, "Description of Business and Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements" for details of these adjustments.

See Accompanying Notes to Unaudited Consolidated Financial Statements

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(dollars in millions)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2016			2015			2016			2015			2017			2016

Net sales	$	488.9		$	482.4		$	928.5		$	920.9		$	594.9		$	439.6
Cost of sales	171.5			161.3			325.4			303.6			265.1			153.9
Gross profit	317.4			321.1			603.1			617.3			329.8			285.7
Selling, general and administrative expenses	256.8			256.9			502.6			503.8			351.2			245.8
Acquisition and integration costs	5.5			4.7			6.0			5.9			17.5			0.5
Restructuring charges and other, net	0.5			(3.6		)	1.8			(3.1		)	1.2			1.3
Operating income	54.6			63.1			92.7			110.7
Operating (loss) income													(40.1		)	38.1
Other expenses, net:
Interest expense	20.9			20.5			41.9			40.5			35.0			21.0
Amortization of debt issuance costs	1.4			1.4			2.9			2.8			2.2			1.5
Foreign currency loses (gains), net	8.5			(7.9		)	5.1			8.0
Foreign currency gains, net													(4.3		)	(3.4		)
Miscellaneous, net	0.2			0.2			0.5			0.2			1.2			0.3
Other expenses, net	31.0			14.2			50.4			51.5			34.1			19.4
Income from continuing operations before income taxes	23.6			48.9			42.3			59.2
Provision for income taxes	11.8			21.4			17.9			31.0
Income from continuing operations, net of taxes	11.8			27.5			24.4			28.2
Loss from discontinued operations, net of taxes	(2.5		)	—			(2.1		)	(0.1		)
Net income	$	9.3		$	27.5		$	22.3		$	28.1
Other comprehensive income (loss):
(Loss) income from continuing operations before income taxes													(74.2		)	18.7
(Benefit from) provision for income taxes													(38.1		)	6.1
(Loss) income from continuing operations, net of taxes													(36.1		)	12.6
Income from discontinued operations, net of taxes													0.3			0.4
Net (loss) income													$	(35.8	)	$	13.0
Other comprehensive income:
Foreign currency translation adjustments, net of tax ^(a)	2.6			0.8			5.3			(12.6		)	4.7			2.7
Amortization of pension related costs, net of tax ^(d)(c)	2.0			1.8			3.8			3.5			2.0			1.8
Revaluation of derivative financial instruments, net of reclassifications into earnings ^(c)	0.2			(0.1		)	(0.7		)	(2.0		)
Other comprehensive income (loss)	4.8			2.5			8.4			(11.1		)
Total comprehensive income	$	14.1		$	30.0		$	30.7		$	17.0
Pension curtailment gain, net of tax^(d)													2.6			—
Reclassification into earnings of accumulated losses from the de-designated 2013 Interest Rate Swap, net of tax^(e)													0.6			—
Revaluation of derivative financial instruments, net of reclassifications into earnings, net of tax^(f)													—			(0.9		)
Other comprehensive income, net													9.9			3.6
Total comprehensive (loss) income													$	(25.9	)	$	16.6


^(a)	Net of tax expense ~~(benefit)~~ of ~~$0.5~~$1.0 million and ~~$0.2~~$0.1 million for the three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $0.6 million and $(2.8) million for the six months ended June 30, 2016 and 2015,~~ respectively.


^(b)	Net of tax expense of $0.4 million and $0.3 million for ~~each of the~~ three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $0.7 million for each of the six months ended June 30, 2016 and 2015.~~


^(c)	Net of tax expense (benefit) of $0.1 million and nil for the three months ended June 30, 2016 and 2015, respectively, and $(0.4) million and $(1.2) million for the six months ended June 30, 2016 and 2015, respectively.


^(d) (c)	This other comprehensive (loss) income component is included in the computation of net periodic benefit (income) costs. See Note 11, “Pension and Post-Retirement Benefits,” for additional information regarding net periodic benefit (income) costs.


^(d)	Net of tax expense of $0.3 million for the three months ended March 31, 2017.


(e)	Net of tax benefit of $0.4 million for the three months ended March 31, 2017.


(f)	Net of tax benefit of $0.5 million for the three months ended March 31, 2016.

See Accompanying Notes to Unaudited Consolidated Financial Statements

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF ~~STOCKHOLDER'S~~STOCKHOLDER’S DEFICIENCY

(dollars in millions)

RCPC Preferred Stock Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholder's Deficiency
Balance, January 1, 2016 $ 54.6
$ 957.5
$ (1,258.4 ) $ (245.3 ) $ (491.6 )
Stock-based compensation amortization 3.3
3.3
Excess tax benefits from stock-based compensation 0.1
0.1
Net income 22.3
22.3
Other comprehensive loss, net ^(a)
8.4
8.4
Balance, June 30, 2016 $ 54.6
$ 960.9
$ (1,236.1 ) $ (236.9 ) $ (457.5 )



	Preferred Stock		Additional Paid-In-Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholder’s Deficiency

Balance, January 1, 2017	$	54.6	$	964.4	$	(1,274.1	)	$	(251.7	)	$	(506.8	)
Stock-based compensation amortization			1.7								1.7
Net loss					(35.8		)				(35.8		)
Other comprehensive income, net ^(a)								9.9			9.9
Balance, March 31, 2017	$	54.6	$	966.1	$	(1,309.9	)	(241.8		)	$	(531.0	)


^(a)	See Note 13, “Accumulated Other Comprehensive Loss,” regarding the changes in the accumulated balances for each component of other comprehensive ~~income~~loss during the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.

See Accompanying Notes to Unaudited Consolidated Financial Statements

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Six Months Ended June 30,
2016
2015
(as adjusted)^(a)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22.3
$ 28.1
Adjustments to reconcile net income to net cash used in by operating activities:
   Depreciation and amortization 52.2
50.8
   Foreign currency losses from re-measurement 4.2
8.8
   Amortization of debt discount 0.7
0.7
   Stock-based compensation amortization 3.3
2.8
   Provision for deferred income taxes 7.1
19.5
   Amortization of debt issuance costs 2.9
2.8
Loss (gain) on sale of certain assets 0.3
(3.0 )
   Pension and other post-retirement income (0.3 ) (1.3 )
   Change in assets and liabilities:

      Increase in trade receivables (24.7 ) (18.7 )
      Increase in inventories (25.6 ) (36.1 )
      Increase in prepaid expenses and other current assets (31.0 ) (25.1 )
      (Decrease) increase in accounts payable (0.7 ) 29.6
      Decrease in accrued expenses and other current liabilities (43.1 ) (25.5 )
      Pension and other post-retirement plan contributions (3.6 ) (5.2 )
      Purchases of permanent displays (17.5 ) (22.0 )
      Other, net (3.7 ) (3.7 )
Net cash (used in) provided by operating activities (57.2 ) 2.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (18.6 ) (17.2 )
Business acquisitions (29.2 ) (34.2 )
Proceeds from the sale of certain assets 0.4
2.0
Net cash used in investing activities (47.4 ) (49.4 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft (8.4 ) 6.6
Repayments under the Acquisition Term Loan (15.1 ) (15.9 )
Prepayments under the 2011 Term Loan (11.5 ) (12.1 )
Other financing activities (1.6 ) (2.1 )
Net cash used in financing activities (36.6 ) (23.5 )
Effect of exchange rate changes on cash and cash equivalents 0.1
(5.9 )
   Net decrease in cash and cash equivalents
(141.1 ) (76.3 )
   Cash and cash equivalents at beginning of period 326.9
275.3
   Cash and cash equivalents at end of period $ 185.8
$ 199.0
Supplemental schedule of cash flow information:
   Cash paid during the period for:
Interest $ 41.2
$ 37.9
Income taxes, net of refunds 12.9
10.8



	Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(35.8	)	$	13.0
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	37.1			25.9
Foreign currency gains from re-measurement	(4.7		)	(4.2		)
Amortization of debt discount	0.3			0.4
Stock-based compensation amortization	1.7			2.2
(Benefit from) provision for deferred income taxes	(38.1		)	2.0
Amortization of debt issuance costs	2.2			1.5
Loss on sale of certain assets	0.4			0.2
Pension and other post-retirement income	(0.1		)	(0.3		)
Change in assets and liabilities, net of acquisitions:
Decrease (increase) in trade receivables	52.0			(23.1		)
Increase in inventories	(24.9		)	(23.9		)
Increase in prepaid expenses and other current assets	(23.6		)	(19.5		)
Increase (decrease) in accounts payable	5.6			(13.6		)
Decrease in accrued expenses and other current liabilities	(43.8		)	(47.4		)
Pension and other post-retirement plan contributions	(1.9		)	(1.9		)
Purchases of permanent displays	(10.2		)	(10.5		)
Other, net	(1.8		)	(0.6		)
Net cash used in operating activities	(85.6		)	(99.8		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(15.4		)	(7.4		)
Proceeds from the sale of certain assets	—			0.4
Net cash used in investing activities	(15.4		)	(7.0		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(3.4		)	(10.6		)
Net borrowings under the 2016 Revolving Credit Facility	40.9			—
Repayments under the 2016 Term Loan Facility	(4.5		)	—
Repayments under the Old Acquisition Term Loan	—			(13.4		)
Prepayments under the 2011 Term Loan	—			(11.5		)
Payment of financing costs	(0.8		)	—
Tax withholdings related to net share settlements of restricted stock units and awards	(1.4		)	(2.6		)
Other financing activities	(0.4		)	(0.9		)
Net cash provided by (used in) financing activities	30.4			(39.0		)
Effect of exchange rate changes on cash and cash equivalents	5.3			1.1
Net decrease in cash and cash equivalents	(65.3		)	(144.7		)
Cash and cash equivalents at beginning of period	186.8			326.9
Cash and cash equivalents at end of period	$	121.5		$	182.2
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest	$	49.4		$	27.8
Income taxes, net of refunds	$	2.4		$	2.0

See Accompanying Notes to Unaudited Consolidated Financial Statements

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Item 1. Financial Statements

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revlon Consumer Products Corporation ("Products Corporation" and together with its subsidiaries, ~~the "Company"~~including Elizabeth Arden, Inc. ("Elizabeth Arden"), "the Company") is the direct wholly-owned operating subsidiary of Revlon, Inc.~~, which~~ ("Revlon"). Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated (together with certain of its affiliates other than the Company and Revlon, ~~Inc.,~~ "MacAndrews & Forbes"), a corporation wholly-owned by Ronald O. Perelman. The ~~Company’s vision~~Company is ~~to establish Revlon as the quintessential and most innovative~~a leading global beauty company ~~in the world by offering products that make consumers feel attractive and beautiful.~~with an iconic portfolio of brands. The Company wants to inspire its consumers to express themselves boldly and confidently. The Company operates in three reporting segments: the consumer division (“Consumer”); the professional division (“Professional”); and Other. The Companydevelops, manufactures, markets, distributes and sells ~~worldwide~~ an extensive array of ~~beauty and personal care products, including~~ color cosmetics, hair color, hair care and hair treatments, fragrances, skin care, beauty tools, ~~men's~~men’s grooming products, anti-perspirant deodorants ~~fragrances, skincare~~ and other beauty care ~~products.~~products across a variety of distribution channels. The Company is building a combined organization that is entrepreneurial, agile and boldly creative, with a passion for beauty. The Company has strategic brand builders developing a diverse portfolio of iconic brands that delight consumers around the world wherever and however they shop for beauty. The Company strives to be an ethical company that values inclusive leadership and is committed to sustainable and responsible growth. The Company operates in four reporting segments: the consumer division (“Consumer”); Elizabeth Arden; the professional division (“Professional”); and Other. The Company’s principal customers for its products in the Consumer segment include large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, the Internet/e-commerce, television shopping, department stores, one-stop shopping beauty retailers, specialty cosmetics stores and perfumeries in the U.S. and internationally. The Company's principal customers for its products in the Elizabeth Arden segment include prestige retailers, the mass retail channel, perfumeries, boutiques, department and specialty stores, travel retailers and distributors, as well as direct sales to consumers via Elizabeth Arden branded retail stores and e-commerce business. Elizabeth Arden products are also sold through the Elizabeth Arden Red Door Spa beauty salons and spas. The Company's principal customers for its products in the Professional segment include hair and nail salons and distributors to professional salons in the U.S. and internationally. The Other segment primarily includes the operating results of the CBBeauty Group and certain of its related entities, which the Company acquired in April 2015 (collectively "CBB" and such transaction, the "CBB Acquisition"). CBB develops, manufactures, markets and distributes fragrances and other beauty products under a variety of celebrity, lifestyle and fashion brands licensed from third parties, principally through department stores and selective distribution in international territories. ~~The results included within the Other segment are not material to the Company’s consolidated results of operations.~~

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

The preparation of the Company's 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 Consolidated Financial Statements in the period they are determined to be necessary. Significant estimates made in the accompanying Consolidated Financial Statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected sales returns and allowances, trade support costs, 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, restructuring costs, 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 Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes contained in ~~the Company's~~Products Corporation's Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on ~~February 26, 2016~~March 3, 2017 (the ~~"2015~~"2016 Form 10-K").

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

Certain prior year amounts in the Consolidated Financial Statements have been reclassified to conform to the current period's presentation.

~~Recently Adopted Accounting Pronouncements~~

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes," which requires deferred income tax assets and liabilities to be classified as noncurrent within a company's balance sheet. Under previous guidance, the Company was required to separate deferred income tax assets and liabilities into current and noncurrent amounts. Netting deferred tax assets and deferred tax liabilities by tax jurisdiction is still required under ASU 2015-17. The Company adopted ASU No. 2015-17 beginning on January 1, 2016 and the Company's previously recorded deferred tax assets were adjusted to reflect the adoption of ASU No. 2015-17. The adoption of ASU No. 2015-17 resulted in no adjustment to the Company’s results of operations and stockholder's deficiency and had the following impact on the previously reported Consolidated

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Balance Sheets for the fiscal year ended December 31, 2015 and the Consolidated Statements of Cash Flows for the fiscal period ended June 30, 2015:~~

Consolidated Balance Sheets Total as reported at 12/31/2015 Adjustment Total as adjusted at 12/31/2015
     Deferred income taxes - current 58.0
(58.0 ) —
     Deferred income taxes - noncurrent 38.5
11.3
49.8
     Other long-term liabilities 117.5
(46.7 ) 70.8

Consolidated Statements of Cash Flows Total as reported at 6/30/2015 Adjustment Total as adjusted at 6/30/2015
     Increase in prepaid expense and other current assets (25.2 ) 0.1
(25.1 )
     Decrease in accrued expenses and other current liabilities (25.4 ) (0.1 ) (25.5 )

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The guidance is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted ASU No. 2015-16 beginning on January 1, 2016 and the adoption of the new guidance did not have a material impact on the Company’s results of operations, financial condition and financial statement disclosures.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs to be presented in the financial statements as a deduction from the corresponding debt liability, consistent with the presentation of debt discounts. The guidance is effective for annual periods beginning after December 15, 2015, with early adoption permitted, and is to be applied retrospectively. The Company adopted ASU No. 2015-03 beginning on January 1, 2016 and the Company's previously recorded other assets and long-term debt were adjusted to reflect the adoption of ASU No. 2015-03. The adoption of ASU No. 2015-03 resulted in no adjustment to the Company’s results of operations, cash flows and stockholder's deficiency and had the following impact on the previously reported Consolidated Balance Sheets for the fiscal year ended December 31, 2015:

Consolidated Balance Sheets Total as reported at 12/31/2015 Adjustment Total as adjusted at 12/31/2015
Long-Term Debt 1,803.7
(20.0 ) 1,783.7
Other Assets 104.1
(20.0 ) 84.1

In August 2014, the FASB issued ASU No. 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," that will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures if conditions give rise to substantial doubt. According to ASU No. 2014-15, substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. The likelihood threshold of "probable," similar to its current use in U.S. GAAP for loss contingencies, will be used to define substantial doubt. Disclosures will be required under ASU No. 2014-15 if conditions give rise to substantial doubt, including whether and how management's plans will alleviate the substantial doubt. The guidance is effective for annual periods beginning after December 15, 2015, with early adoption prohibited. The Company adopted ASU No. 2014-15 beginning January 1, 2016 and the adoption of the new guidance did not have a material impact on the Company’s results of operations, financial condition and financial statement disclosures.

Recently ~~Issued~~Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies certain aspects of accounting for share-based payment transactions, including transactions in which an employee uses shares to satisfy the employer’s minimum statutory income tax withholding obligation, forfeitures and income taxes when awards vest or are settled. The Company adopted ASU No. 2016-09 beginning on January 1, 2017 and the adoption of this new guidance did not have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures. The adoption of ASU No. 2016-09 resulted in tax withholdings related to net share settlements of restricted stock units and awards in the amount of $2.6 million, previously reported in the Unaudited Consolidated Statement of Cash Flows for the first quarter of 2016 as a component of cash flows from operating activities, to be reclassified as a component of cash flows from financing activities.

In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," which simplifies the subsequent measurement of inventories by requiring inventory to be measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted ASU No. 2015-11 beginning on January 1, 2017 and the adoption of this new guidance did not have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

Recently Issued Accounting Pronouncements

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which changes the way that employers present net periodic pension cost ("NPPC") and net periodic postretirement benefit cost ("NPPBC") within the income statement. The amendment requires an employer to present the service cost component of NPPC and NPPBC in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of NPPC and NPPBC would be presented separately from this line item and below any subtotal of operating income; companies will need to disclose the line items used to present these other components of NPPC and NPPBC, if not separately presented. In addition, only the service cost component would be eligible for capitalization in assets. This guidance is effective retrospectively for annual and quarterly periods beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt ASU No. 2017-07 beginning as of January 1, 2018, and does not expect this new guidance will have a material impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the annual goodwill impairment analysis test by eliminating Step 2 of the current two-step impairment test. Under this new guidance, an entity would continue to perform the first step of the annual impairment test by comparing the carrying amount of a reporting unit with its fair value. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment charge would be equal to the amount of such difference. This guidance is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company expects to adopt ASU No. 2017-04 beginning as of January 1, 2020 and is in the process of assessing the impact that this new guidance is expected to have on the Company’s results of operations, financial condition and/or financial statement disclosures.

In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business,” which further clarifies the definition of a business in an effort to assist entities in evaluating whether a set of transferred assets constitutes a business. Under this new guidance, if substantially all of the fair value of gross assets acquired is concentrated in a single asset or similar asset group, the set of transferred assets would not meet the definition of a business and no further evaluation is necessary. If this threshold is not met, the entity would then evaluate whether the set of transferred assets and activities meets the requirement that a business include, at a minimum, an input and a process that together have the ability to create an output. This guidance is effective for annual and quarterly periods beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt ASU No. 2017-01 beginning as of January 1, 2018 and does not expect this new guidance will have an impact on the Company’s results of operations, financial condition and/or financial statement disclosures.

2. BUSINESS COMBINATIONS

The Elizabeth Arden Acquisition

On September 7, 2016 (the "Elizabeth Arden Acquisition Date"), the Company completed the acquisition of Elizabeth Arden,

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

shares to satisfy the employer’s minimum statutory income tax withholding obligation, forfeitures and income taxes when awards vest or are settled. The guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company expects to adopt ASU No. 2016-09 beginning on January 1, 2017 and is in the process of assessing the impact that the new guidance will have on the Company’s results of operations, financial condition and financial statement disclosures.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" which requires lessees to recognize a right-of-use asset and a liability on the balance sheet for all leases, with the exception of short-term leases. The lease liability will be equal to the present value of lease paymentsInc. ("Elizabeth Arden" and the ~~right-of-use asset will be based on the lease liability, subject~~"Elizabeth Arden Acquisition") for a total cash purchase price of $1,034.3 million pursuant to adjustment such as for initial direct costs. Leases will continue to be classified as either operating or finance leases in the income statement. The guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt ASU No. 2016-02 beginning on January 1, 2019an agreement and ~~is in the process~~plan of ~~assessing the impact that the new guidance will have on the Company’s results~~merger (the "Merger Agreement") by and among Revlon, Products Corporation, RR Transaction Corp. ("Acquisition Sub," then a wholly-owned subsidiary of ~~operations, financial condition and financial statement disclosures.~~

~~2. BUSINESS COMBINATIONS~~

~~The Cutex International Acquisition~~

On May 31, 2016 (the "Cutex International Acquisition Date"), the Company completed the acquisition of certain international Cutex businesses ("Cutex International") from Coty Inc. (the "Cutex International Acquisition"), which primarily operate in Australia and the U.K.Products Corporation), and ~~related assets for total cash consideration~~Elizabeth Arden. On the Elizabeth Arden Acquisition Date, Elizabeth Arden merged (the “Merger”) with and into Acquisition Sub, with Elizabeth Arden surviving the Merger as a wholly-owned subsidiary of ~~$29.1 million. Following the Company's October 2015 acquisition~~Products Corporation. Elizabeth Arden is a global prestige beauty products company with an iconic portfolio of the Cutex business and related assets in the U.S. from Cutex Brands, LLC, the Cutex International Acquisition completed the Company's global consolidation of the Cutex brand and enhances and complementsbrands that are highly complementary to the Company's existing brand portfolio and are sold worldwide. In North America, Elizabeth Arden’s principal customers include prestige retailers, specialty stores, the mass retail channel, distributors, department stores and other retailers, as well as direct sales to consumers via its Elizabeth Arden Red Door branded retail stores and ElizabethArden.com e-commerce business. Elizabeth Arden products are also sold through the Elizabeth Arden Red Door Spa beauty salons and spas. Internationally, Elizabeth Arden’s portfolio of ~~nail care products. Cutex International's~~owned and licensed brands is sold to perfumeries, boutiques, department stores, travel retailers and distributors.

Products Corporation financed the Elizabeth Arden Acquisition with the proceeds from (i) a 7-year $1,800.0 million senior secured term loan facility (the “2016 Term Loan Facility” and such agreement being the “2016 Term Loan Agreement”); (ii) $35.0 million of borrowings under a 5-year $400.0 million senior secured asset-based revolving credit facility (the “2016 Revolving Credit Facility” and such agreement being the “2016 Revolving Credit Agreement” and such facility, together with the 2016 Term Loan Facility, the “2016 Senior Credit Facilities” and such agreements being the "2016 Credit Agreements"); (iii) $450.0 million aggregate principal amount of Products Corporation’s 6.25% Senior Notes due 2024 (the “6.25% Senior Notes”); and (iv) approximately $126.7 million of cash on hand.

Elizabeth Arden's results of operations are included in the Company’s Consolidated Financial Statements commencing on the ~~Cutex International~~Elizabeth Arden Acquisition Date. ~~Pro forma results~~

For the three months ended March 31, 2017 the Company incurred $17.2 million of acquisition and integration costs in the

Consolidated Statement of Operations and Comprehensive (Loss) Income, related to the Elizabeth Arden Acquisition, which consist of $0.3 million of acquisition costs and $16.9 million of integration costs. The acquisition costs primarily include legal and consulting fees to complete the Elizabeth Arden Acquisition. The integration costs consist of non-restructuring costs related to integrating Elizabeth Arden's operations ~~have not been presented, as~~into the ~~impact of the Cutex International Acquisition on the Company’s consolidated financial results is not material.~~Company's business.

Purchase Price Allocation

The Company accounted for the ~~Cutex International~~Elizabeth Arden Acquisition as a business combination induring the ~~second~~third quarter of 2016. The table below summarizes the ~~allocation of the total consideration of $29.1 million paid on the Cutex International Acquisition Date:~~

Fair Value at May 31, 2016
Inventory $ 0.8
Purchased Intangible Assets ^(a)
19.7
Goodwill 8.6
Total consideration transferred $ 29.1

^(a) Purchased intangible assets include customer networks fair valued at $14.0 million, intellectual property fair valued at $0.9 million, which are amortized over useful lives of 15 and 10 years, respectively, and indefinite lived trade names fair valued at $4.8 million.

~~The Company reacquired the Cutex trade name, which had previously provided Coty with an exclusive right to manufacture, market and sell Cutex branded products~~amounts recognized for an initial term and perpetual automatic 20-year renewals. Based on the terms and conditions of the existing license agreements and other factors, the Cutex trade name was assigned an indefinite-life and, therefore, will not be amortized.

~~The fair values of the net~~ assets acquired ~~in the Cutex International Acquisition were based on management’s preliminary estimate of the respective fair values. The estimated fair values of net assets~~ and ~~resulting goodwill are subject to the Company finalizing its analysis of the fair value of Cutex International's assets~~liabilities assumed as of the ~~Cutex International~~Elizabeth Arden Acquisition Date, and may be adjusted upon completion of such analysis. In addition, information unknown at the time of the Cutex International Acquisition Date could result in adjustments to the respective fair values and resulting goodwill within the year following the Cutex International Acquisition Date.

In determining the estimated fair values of net assets acquired and resulting goodwill related to the Cutex International Acquisition, the Company considered, among other factors, the analysis of Cutex International's historical financial performance and an estimate of the future performance of the acquired business, as well as ~~market participants' intended use of~~adjustments made in the ~~acquired assets. Factors contributing~~periods after the Elizabeth Arden Acquisition Date to the ~~purchase price resulting~~amounts initially recorded (the "Measurement Period Adjustments"). The effects of these Measurement Period Adjustments have been reflected in the ~~recognition~~Company's balance sheets as of ~~goodwill include the anticipated benefits the~~December 31, 2016 and March 31, 2017, respectively, as each adjustment has been identified.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The total consideration of $1,034.3 million was recorded based on the respective estimated fair values of the net assets acquired on the Elizabeth Arden Acquisition Date with resulting goodwill, as follows:



	Estimated Fair Value as Previously Reported^(a)			Measurement Period Adjustments			Estimated Fair Value as Adjusted
Cash	$	41.1					$	41.1
Accounts Receivable	132.6						132.6
Inventories	323.3						323.3
Prepaid expenses and other current assets	30.7						30.7
Property and equipment	91.2						91.2
Deferred taxes, net ^(b)	68.7			10.0			78.7
Intangible assets^(c)	336.8			(15.4		)	321.4
Goodwill	221.7			12.3			234.0
Other assets	16.6						16.6
Total assets acquired	$	1,262.7		$	6.9		$	1,269.6
Accounts payable	(116.0		)				(116.0		)
Accrued expenses ^(d)	(109.3		)	1.7			(107.6		)
Other long-term liabilities^(e)	(3.1		)	(8.6		)	(11.7		)
Total liabilities acquired	$	(228.4	)	$	(6.9	)	$	(235.3	)
Total consideration transferred	$	1,034.3		$	—		$	1,034.3

^(a)As previously reported in Products Corporation's 2016 Form 10-K.

^(b)The Measurement Period Adjustments to deferred taxes, net, related to net increases in deferred tax assets as a result of the changes to the estimated fair values and remaining useful lives of acquired trade name intangible assets and the recognition of non-qualified benefit plan obligations of Elizabeth Arden, as discussed further below.

^(c)The Measurement Period Adjustments to intangible assets during the three months ended March 31, 2017 relate to a revised approach in the determination of the fair values for the acquired Elizabeth Arden trade names. During the first quarter of 2017, the Company ~~expects to achieve~~obtained further clarity into the product portfolio acquired through the ~~expansion~~Elizabeth Arden Acquisition identifying that each brand has its own distinct profile, with its own defining attributes, as well as differing expected useful lives, which resulted in this revised approach. The Company valued the acquired trade names within the Elizabeth Arden product portfolio, including Visible Difference, Elizabeth Arden Ceramide, Prevage, Eight Hour Cream, Elizabeth Arden Red Door, Elizabeth Arden Green Tea, and Elizabeth Arden 5th Avenue. The Company determined the fair values of each acquired trade name using a risk-adjusted discounted cash flow approach, specifically the relief-from-royalty method. The relief-from-royalty method requires identifying the hypothetical cash flows generated by an assumed royalty rate that a third party would pay to license the trade names, and discounting them back to the Elizabeth Arden Acquisition Date. The royalty rate used in the valuation of each acquired trade name was based on a consideration of market rates for similar categories of assets.

The difference between the preliminary valuation of the Elizabeth Arden trade name and the sum of the fair values of the individual trade names within the Elizabeth Arden product portfolio resulted in an increase to goodwill of $15.4 million. As a result of the revised approach, the Company recognized amortization expense of approximately $1.8 million in its ~~nail product portfolio. Both~~Unaudited Consolidated Statement of Operations and Comprehensive (Loss) Income during the first quarter of 2017 related to the amortization of the acquired trade names from the date of acquisition through December 31, 2016.

^(d)The Measurement Period Adjustments to accrued expenses during the three months ended March 31, 2017 relate to changes in estimated payments for acquisition related costs.

^(e)The Measurement Period Adjustments to other long-term liabilities during the three months ended March 31, 2017 relate to the recognition of the projected benefit obligation of a certain foreign non-qualified benefit plan of Elizabeth Arden.

The fair values of the net assets acquired in the Elizabeth Arden Acquisition were based on management’s preliminary estimate of the respective fair values of Elizabeth Arden’s net assets. The estimated fair values of net assets and resulting goodwill are subject to the Company finalizing its analysis of the fair value of Elizabeth Arden’s assets and liabilities as of the Elizabeth Arden Acquisition Date and may be adjusted upon completion of such analysis. In addition, information unknown at the time of the

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Elizabeth Arden Acquisition could result in adjustments to the respective fair values and resulting goodwill within the year following the Elizabeth Arden Acquisition Date.

In determining the fair values of net assets acquired in the Elizabeth Arden Acquisition and resulting goodwill, the Company considered, among other factors, the analyses of Elizabeth Arden's historical financial performance and an estimate of the future performance of the acquired business, as well as the intended use of the acquired assets.

The intangible assets acquired in the Elizabeth Arden Acquisition based on the estimate of the fair values of the identifiable intangible assets are as follows:



	As Previously Reported^(a)							Adjusted
	Estimated Fair Values		Remaining Useful Life at the Elizabeth Arden Acquisition Date (in years)	Measurement Period Adjustments ^(b)				Estimated Fair Values		Remaining Useful Life at the Elizabeth Arden Acquisition Date (in years)
Trademarks, indefinite-lived	$	142.0	Indefinite	$	(103.0	)		39.0		Indefinite
Trademarks, finite-lived	15.0		15.0	87.6				102.6		5 - 20
Technology	2.5		10.0	—				2.5		10.0
Customer relationships	123.0		16.0	—				123.0		16.0
License agreements	22.0		19.0	—				22.0		19.0
Distribution rights	31.0		18.0	—				31.0		18.0
Favorable lease commitments	1.3		3.0	—				1.3		3.0
Total acquired intangible assets	$	336.8		$	(15.4	)	^(b)	$	321.4

^(a)As previously reported in Products Corporation's 2016 Form 10-K.

^(b) The Measurement Period Adjustments to the Elizabeth Arden acquired trade names resulted in a $15.4 million increase to goodwill.

The Company recorded a $54.8 million deferred tax liability related to the $321.4 million of acquired intangible assets outlined in the above table. This deferred tax liability represents the tax effect of the difference between the $321.4 million estimated assigned fair value of the intangible assets and the $148.6 million tax basis of such assets.

The goodwill and intangible assets acquired ~~and goodwill~~in the Elizabeth Arden Acquisition are notexpected to be deductible for income tax purposes.

Unaudited Pro Forma Results

The following table presents the Company's pro forma consolidated net sales and income from continuing operations, before income taxes for the three months ended March 31, 2016, respectively. The unaudited pro forma results include the historical consolidated statements of operations of the Company and Elizabeth Arden, giving effect to the Elizabeth Arden Acquisition and related financing transactions as if they had occurred at the beginning of the earliest period presented.



	Unaudited Pro Forma Results
	Three Months Ended
		March 31, 2016
Net sales		$	631.5
Loss from continuing operations, before income taxes		$	(17.7	)

The pro forma results, prepared in accordance with U.S. GAAP, include the following pro forma adjustments related to the Elizabeth Arden Acquisition:

(i) a $0.6 million pro forma decrease in depreciation as a result of the preliminary fair value adjustments to property and equipment;

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

(ii) a $1.5 million pro forma increase in amortization expense of acquired finite-lived intangible assets recorded in connection with the Elizabeth Arden Acquisition for the three months ended March 31, 2016; and

(iii) a pro forma increase in interest expense and amortization of debt issuance costs, related to financing the Elizabeth Arden Acquisition and related debt restructuring transactions as summarized in the following table:




($ in millions)	March 31, 2016^(a)
Interest Expense
Pro forma interest on 2016 Senior Credit Facilities and 6.25% Senior Notes	$	26.9
Reversal of Elizabeth Arden’s historical interest expense	(6.5		)
Products Corporation's historical interest expense, as reflected in the historical consolidated financial statements	(12.5		)
Total Adjustment for Pro Forma Interest Expense	$	7.9
Debt issuance costs
Pro forma amortization of debt issuance costs	$	1.9
Products Corporation's historical amortization of debt issuance costs, as reflected in the historical consolidated financial statements	(1.1		)
Reversal of Elizabeth Arden’s historical amortization of debt issuance costs	(0.4		)
Total Adjustment for Pro Forma Amortization of Debt Issuance Costs	$	0.4

^(a) 2016 pro forma adjustments are for the period January 1, 2016 through March 31, 2016.

The unaudited pro forma results do not include: (1) any incremental revenue generation, synergies or cost reductions that may be achieved as a result of the Elizabeth Arden Acquisition; or (2) the impact of non-operating or non-recurring items directly related to the Elizabeth Arden Acquisition. In addition, the unaudited pro forma results do not purport to project the future consolidated operating results of the combined company.

3. RESTRUCTURING CHARGES

~~2015 Efficiency~~EA Integration Restructuring Program

In ~~September 2015,~~December 2016, in connection with integrating the Elizabeth Arden and Revlon organizations, the Company ~~initiated~~began the process of implementing certain ~~restructuring actions to drive~~integration activities, including consolidating offices, eliminating certain ~~organizational efficiencies across the Company's Consumer~~duplicative activities and ~~Professional segments~~streamlining back-office support (the ~~"2015 Efficiency Program"~~“EA Integration Restructuring Program”). ~~These actions, which commenced during 2015 and are planned to occur through 2017, are expected~~The EA Integration Restructuring Program is designed to reduce ~~general and administrative expenses within~~ the ~~Consumer and Professional segments. Of~~Company’s SG&A expenses. As a result of the ~~$1.2 million of restructuring and related charges recognized in~~EA Integration Restructuring Program, the ~~first six months of 2016 for~~Company expects to eliminate approximately 350 positions worldwide.

In connection with implementing the ~~2015 Efficiency~~EA Integration Restructuring Program, ~~$0.5 million related to~~ the ~~Consumer segment and $0.6 million related to the Professional segment, with the remaining charges included within unallocated corporate expenses. The~~ Company expects to recognize approximately $65 million to $75 million of total pre-tax restructuring charges (the “EA Integration Restructuring Charges”), consisting of: (i) approximately $40 million to $50 million of employee-related costs, including severance, retention and other contractual termination benefits; (ii) approximately $15 million of lease termination costs; and (iii) approximately $10 million of other related charges for the 2015 Efficiency Program of $11.7 million by the end of 2017, of which $6.9 million is expected to relate to the Consumer segment, $4.4 million is expected to relate to the Professional segment and the remaining charge relates to unallocated corporate expenses.charges.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

A summary of the restructuring and related charges incurred through ~~June 30, 2016~~March 31, 2017 in connection with the ~~2015 Efficiency~~EA Integration Restructuring Program is presented in the following table:

Restructuring Charges and Other, Net
Employee Severance and Other Personnel Benefits Other Total Restructuring Charges
Charges incurred through December 31, 2015 $ 9.4
$ 0.1
$ 9.5
Charges incurred in the six months ended June 30, 2016 $ 0.6
$ 0.6
$ 1.2
Cumulative charges incurred through June 30, 2016 $ 10.0
$ 0.7
$ 10.7
Total expected charges $ 10.0
$ 1.7
$ 11.7



	Restructuring Charges and Other, Net
	Employee Severance and Other Personnel Benefits		Other		Total Restructuring Charges		Inventory Adjustments ^(a)		Other Related Charges^(b)			Total Restructuring and Related Charges
Charges incurred through December 31, 2016	$	31.5	$	0.2	$	31.7	$	0.5	$	2.3		$	34.5
Charges incurred during the three months ended March 31, 2017	1.1		0.1		1.2		—		(0.1		)	1.1
Cumulative charges incurred through March 31, 2017	$	32.6	$	0.3	$	32.9	$	0.5	$	2.2		$	35.6

^(a)Inventory adjustments are recorded within cost of sales in the ~~cumulative $10.7 million~~Company’s Consolidated Statement of Operations and Comprehensive (Loss) Income.

^(b) Other restructuring ~~and~~ related charges ~~recognized~~are recorded within SG&A in the Company’s Consolidated Statement of Operations and Comprehensive (Loss) Income.

A summary of the restructuring charges incurred through March 31, 2017 in connection with the ~~second quarter of 2016 related to~~EA Integration Restructuring Program by reportable segment is presented in the ~~2015 Efficiency Program, $6.5 million related to the Consumer segment, $3.8 million related to the Professional segment and the remaining charges related to unallocated corporate expenses.~~following table:



	Charges incurred during the three months ended			Cumulative Charges incurred through
	March 31, 2017			March 31, 2017
Elizabeth Arden	$	1.5		$	8.0
Consumer	(0.5		)	3.7
Professional	0.2			5.8
Unallocated Corporate Expenses	—			15.4
Total	$	1.2		$	32.9

The Company expects that cash payments will total ~~approximately $12~~$65 million to $75 million in connection with the 2015 Efficiency Program, including $0.2 million for capital expenditures (which capital expenditures are excluded from total restructuring and related charges expected to be recognized for the 2015 Efficiency Program),EA Integration Restructuring Charges, of which ~~$1.6~~$5.1 million was paid in the ~~six~~three months ended ~~June 30, 2016 and $2.8 million was paid in 2015. A total of $6.2 million~~March 31, 2017. The remaining balance is expected to be substantially paid ~~during~~by the ~~remainder~~end of ~~2016, with the remaining balance expected to be paid in 2017.~~

2020.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Restructuring Reserve

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


							Utilized, Net														Utilized, Net
	Balance Beginning of Year		(Income) Expense, Net		Foreign Currency Translation		Cash			Non-cash			Balance End of Period		Liability Balance at January 1, 2017		(Income) Expense, Net		Foreign Currency Translation		Cash			Non-cash			Liability Balance at March 31, 2017
2015 Efficiency Program:

EA Integration Restructuring Program:^(a)
Employee severance and other personnel benefits	$	6.6	$	0.6	$	—	$	(1.2	)	$	—		$	6.0	$	31.5	$	1.1	$	—	$	(3.7	)	$	—		$	28.9
Other	0.1		0.6		—		(0.4		)	(0.1		)	0.2		3.0		—		—		(1.4		)	(0.5		)	1.1
Integration Program:^(a)
2015 Efficiency Program:^(c)
Employee severance and other personnel benefits	0.8		—		—		(0.8		)	—			—		4.5		—		—		(0.6		)	(0.1		)	3.8
Other	0.1		—		—		—			—			0.1		0.2		—		—		—			—			0.2
December 2013 Program:^(b)
Employee severance and other personnel benefits	1.2		—		—		—			—			1.2
Other	—		—		—		—			—			—
Other immaterial actions:
Other immaterial actions:^(b)
Employee severance and other personnel benefits	2.3		0.3		—		(1.0		)	—			1.6		2.6		0.3		—		(0.5		)	—			2.4
Other	0.7		0.3		—		(0.3		)	—			0.7		1.0		0.1		—		(0.1		)	—			1.0
Total restructuring reserve	$	11.8	$	1.8	$	—	$	(3.7	)	$	(0.1	)	$	9.8	$	42.8	$	1.5	$	—	$	(6.3	)	$	(0.6	)	$	37.4

^((a)^a)~~Following Products Corporation's October 2013 acquisition~~Includes $(0.1) million in other restructuring related charges that were reflected within SG&A in the Company’s March 31, 2017 Unaudited Consolidated Statement of ~~The Colomer Group Participations, S.L. ("Colomer"~~Operations and the "Colomer Acquisition"), the Company implemented actions to integrate Colomer's operations into the Company's business which reduced costs across the Company's businesses and generated synergies and operating efficiencies within the Company's global supply chain and consolidated offices and back office support (all such actions, together, the "Integration Program"). The Integration Program was substantially completed as of December 31, 2015.Comprehensive (Loss) Income.

^(b)~~In December 2013,~~Consists primarily of: $0.4 million in charges related to the ~~Company announced restructuring actions~~program that ~~primarily included exiting~~Elizabeth Arden commenced prior to the Elizabeth Arden Acquisition to further align their organizational structure and distribution arrangements for the purpose of improving its ~~direct manufacturing, warehousing~~go-to-trade capabilities and ~~sales business operations in mainland China~~execution and to streamline their organization (the ~~"December 2013~~"Elizabeth Arden 2016 Business Transformation Program"). ~~The December 2013 Program resulted in the elimination of approximately 1,100 positions in 2014, primarily in China.~~

^(c) In September 2015, the Company initiated certain restructuring actions to drive certain organizational efficiencies across the Company's Consumer and Professional segments (the "2015 Efficiency Program"). These actions are planned to occur through 2017 and are expected to reduce general and administrative expenses within the Consumer and Professional segments. Of the approximately $12.0 million total expected cash payments related to the 2015 Efficiency Program, $6.7 million was paid through March 31, 2017, with the remaining balance expected to be paid by the end of 2017. A summary of the restructuring and related charges incurred through March 31, 2017 in connection with the 2015 Efficiency Program by reportable segment is presented in the following table:



	Cumulative Charges incurred through
	March 31, 2017
Consumer	$	6.4
Professional	3.7
Unallocated Corporate Expenses	0.7
Total	$	10.8

At ~~June 30,~~March 31, 2017 and 2016,~~, $9.8 million~~ all of the restructuring reserve ~~balance was~~balances were included within accrued expenses and other in the Company's Consolidated Balance ~~Sheet. At December 31, 2015, $11.8 million of the restructuring reserve balance was included within accrued expenses in the Company's Consolidated Balance Sheet.~~Sheets.

4. DISCONTINUED OPERATIONS

On December 30, 2013, the Company announced that it was implementing the December 2013 Program, which primarily included exiting its direct manufacturing, warehousing and sales business operations in mainland ~~China.~~China within the Consumer segment.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The results of the China discontinued operations are included within Loss from discontinued operations, net of taxes, and relate entirely to the Consumer segment. The summary comparative financial results of discontinued operations are as follows:

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Net sales $ —
$ —
$ —
$ —
Loss from discontinued operations, before taxes (2.5 ) —
(2.1 ) (0.1 )
Provision for income taxes —
—
—
—
Loss from discontinued operations, net of taxes (2.5 ) —
(2.1 ) (0.1 )

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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



	Three Months Ended March 31,
	2017		2016
Net sales	$	—	$	—
Income from discontinued operations, before taxes	0.3		0.4
Provision for income taxes	—		—
Income from discontinued operations, net of taxes	0.3		0.4

Assets and liabilities of the China discontinued operations included in the Consolidated Balance Sheets consist of the following:


	June 30, 2016		December 31, 2015		March 31, 2017		December 31, 2016
Cash and cash equivalents	$	1.8	$	2.0	$	1.7	$	1.7
Trade receivables, net	0.2		0.2		0.2		0.2
Total current assets	2.0		2.2		1.9		1.9
Total assets	$	2.0	$	2.2	$	1.9	$	1.9

Accounts payable	$	0.6	$	0.7	$	0.5	$	0.5
Accrued expenses and other	3.5		3.6		3.3		3.3
Total current liabilities	4.1		4.3		3.8		3.8
Total liabilities	$	4.1	$	4.3	$	3.8	$	3.8

5. INVENTORIES


	June 30, 2016		December 31, 2015		March 31, 2017		December 31, 2016
Raw materials and supplies	$	61.9	$	58.2	$	90.2	$	72.9
Work-in-process	12.0		8.3		12.5		33.5
Finished goods	135.7		117.3		350.4		318.2
	$	209.6	$	183.8	$	453.1	$	424.6

6. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents the changes in goodwill by segment during the ~~six~~three months ended ~~June 30, 2016:~~March 31, 2017:

Consumer Professional Other Total
Balance at January 1, 2016 $ 210.1
$ 240.7
$ 18.9
$ 469.7
Goodwill acquired ^(a)
8.6
—
—
8.6
Foreign currency translation adjustment —
0.2
(1.8 ) (1.6 )
Balance at June 30, 2016 $ 218.7
$ 240.9
$ 17.1
$ 476.7

^(a)On May 31, 2016, the Company completed the Cutex International Acquisition. See Note 2, "Business Combinations," to the Unaudited Consolidated Financial Statements in this Form 10-Q for details related to the Cutex International Acquisition.



	Consumer			Professional		Elizabeth Arden		Other			Total
Balance at January 1, 2017	$	227.5		$	240.3	$	221.7	$	—		$	689.5
Measurement Period Adjustments^(a)	—			—		12.3		—			12.3
Foreign currency translation adjustment	—			0.1		—		—			0.1
Balance at March 31, 2017	$	227.5		$	240.4	$	234.0	$	—		$	701.9

Cumulative goodwill impairment charges^(b)	$	(9.7	)	$	—	$	—	$	(16.7	)	$	(26.4	)

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

^(a)Refer to Note 2, "Business Combinations," for more information on the Measurement Period Adjustments related to the Elizabeth Arden Acquisition.

^(b) Cumulative goodwill impairment charges relate to impairments recognized in 2015 within the Consumer segment and in 2016 within the Other segment.

Intangible Assets, Net

The following tables present details of the Company's total intangible assets:


	June 30, 2016							March 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and Licenses	$	147.2	$	(42.3	)	$	104.9	$	266.6	$	(55.0	)	$	211.6	14
Customer relationships	132.5		(24.4		)	108.1		248.3		(34.1		)	214.2		14
Patents and Internally-Developed IP	17.9		(5.2		)	12.7		20.7		(6.7		)	14.0		8
Distribution rights	3.1		(0.9		)	2.2		31.0		(1.0		)	30.0		17
Other								1.3		(0.3		)	1.0		2
Total finite-lived intangible assets	$	300.7	$	(72.8	)	$	227.9	$	567.9	$	(97.1	)	$	470.8

Indefinite-lived intangible assets:
Trade Names	$	101.0	$	—		$	101.0	$	141.0	$	—		$	141.0
Total indefinite-lived intangible assets	$	101.0	$	—		$	101.0	$	141.0	$	—		$	141.0

Total intangible assets	$	401.7	$	(72.8	)	$	328.9	$	708.9	$	(97.1	)	$	611.8

	December 31, 2015							December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (in Years)
Finite-lived intangible assets:
Trademarks and Licenses	$	145.0	$	(36.0	)	$	109.0	$	177.9	$	(47.9	)	$	130.0	13
Customer relationships	118.8		(20.5		)	98.3		247.6		(30.1		)	217.5		14
Patents and Internally-Developed IP	16.8		(4.0		)	12.8		20.3		(6.1		)	14.2		8
Distribution rights	3.5		(0.6		)	2.9		31.0		(0.5		)	30.5		18
Other								$	1.3	$	(0.2	)	$	1.1	3
Total finite-lived intangible assets	$	284.1	$	(61.1	)	$	223.0	$	478.1	$	(84.8	)	$	393.3

Indefinite-lived intangible assets:
Trade Names	$	95.0	$	—		$	95.0	$	243.3	$	—		$	243.3
Total indefinite-lived intangible assets	$	95.0	$	—		$	95.0	$	243.3	$	—		$	243.3

Total intangible assets	$	379.1	$	(61.1	)	$	318.0	$	721.4	$	(84.8	)	$	636.6

Amortization expense for finite-lived intangible assets was ~~$6.1~~$11.9 million and ~~$5.3~~$5.9 million for the three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015, respectively. Amortization expense for finite-lived intangible assets was $12.0 million and $10.4 million for the six months ended June 30, 2016 and 2015,~~ respectively.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table reflects the estimated future amortization expense, a portion of which is subject to exchange rate fluctuations, for the Company's finite-lived intangible assets as of ~~June 30, 2016:~~March 31, 2017:


	Estimated Amortization Expense		Estimated Amortization Expense
2016	$	11.5
2017	23.6		$	27.9
2018	22.7		39.0
2019	20.1		36.4
2020	19.5		35.6
2021			34.5
Thereafter	130.5		297.4
Total	$	227.9	$	470.8

7. ACCRUED EXPENSES AND OTHER


	June 30, 2016		December 31, 2015		March 31, 2017		December 31, 2016
Sales returns and allowances	$	50.8	$	61.1
Compensation and related benefits	49.4		75.6		53.1		75.8
Advertising and promotional costs	37.0		38.4		78.4		66.7
Sales returns and allowances					50.8		51.9
Taxes	23.4		20.8		32.2		39.0
Restructuring reserve					36.5		38.0
Interest	12.3		12.4		9.7		24.4
Restructuring reserve	9.8		11.8
Other	50.5		52.3		85.3		86.9
	$	233.2	$	272.4	$	346.0	$	382.7

8. LONG-TERM DEBT

June 30, 2016 December 31, 2015
Amended Term Loan Facility: Acquisition Term Loan due 2019, net of discounts and debt issuance costs ^(a)
$ 648.5
$ 662.1
Amended Term Loan Facility: 2011 Term Loan due 2017, net of discounts and debt issuance costs ^(a)
648.2
658.5
Amended Revolving Credit Facility ^(b)
—
—
5¾% Senior Notes due 2021, net of debt issuance costs ^(c)
493.1
492.5
Spanish Government Loan due 2025 ^(d)
0.6
0.6
1,790.4
1,813.7
Less current portion (*)
(6.8 ) (30.0 )
$ 1,783.6
$ 1,783.7



	March 31, 2017			December 31, 2016
2016 Term Loan Facility: 2016 Term Loan due 2023, net of discounts and debt issuance costs ^(a)	$	1,744.7		$	1,747.8
2016 Revolving Credit Facility, due 2021 ^(b)	40.9			—
6.25% Senior Notes due 2024, net of debt issuance costs ^(c)	439.4			439.1
5.75% Senior Notes due 2021, net of debt issuance costs ^(d)	494.1			493.8
Spanish Government Loan due 2025 ^(e)	0.5			0.5
	2,719.6			2,681.2
Less current portion ^(*)	(59.0		)	(18.1		)
	$	2,660.6		$	2,663.1

^(*) At ~~December~~March 31, ~~2015,~~2017, the Company classified ~~$30.0~~$59.0 million as the current portion of long-term debt, ~~which was~~ comprised primarily of ~~a $23.2~~$40.9 million ~~required “excess cash flow” prepayment (as defined~~of borrowings under the ~~Amended~~2016 revolving credit facility and $18.0 million of amortization payments on the 2016 Term Loan ~~Agreement,~~Facility scheduled to be paid over the next four calendar quarters. At December 31, 2016, the Company classified $18.1 million as ~~hereinafter defined) that was paid on February 29, 2016, and~~ the ~~Company’s regularly scheduled $1.7~~current portion of long-term debt, comprised primarily of $18.0 million ~~quarterly principal~~of amortization payments ~~(after giving effect to such prepayment) due in 2016.~~on the 2016 Term Loan Facility.

^(a)See ~~Note 17, "Subsequent Events," to the Unaudited Consolidated Financial Statements in this Form 10-Q for debt-related matters that occurred subsequent to the second quarter of 2016 and see~~ Note 11, "Long-Term Debt," to the Consolidated Financial Statements in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K for certain details regarding Products Corporation's ~~Amended~~2016 Term Loan that matures on the earlier of: (x) the seventh anniversary of the Elizabeth Arden Acquisition Date and (y) the 91st day prior to the maturity of Products Corporation’s 5.75% Senior Notes due 2021 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

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Loan Agreement, which facility is comprised of: (i)~~not exceed the ~~term loan due November 19, 2017 in the original~~ aggregate principal amount of ~~$675.0 million (the "2011 Term Loan"); and (ii)~~ the ~~term loan due October 8, 2019 in the original aggregate amount of $700.0 million (the "Acquisition Term Loan") which, respectively, had $651.4 million and $658.6 million in~~then outstanding 5.75% Senior Notes by at least $200.0 million. The aggregate principal ~~balance~~amount outstanding ~~at June 30,~~under the 2016 ~~(together, the "Amended~~ Term Loan ~~Agreement").~~Facility at March 31, 2017 was $1,791.0 million.

^(b)(b⁾ See Note 11, "Long-Term Debt," to the Consolidated Financial Statements in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K for certain details regarding Products Corporation's ~~existing $175.0 million asset-based, multi-currency revolving credit facility (the "Amended~~2016 Revolving Credit ~~Facility")~~Facility, which matures on the earlier of: (x) the fifth anniversary of ~~August 14, 2018~~the Elizabeth Arden Acquisition Date; and (y) the ~~date that is 90 days~~91st day prior to the ~~earliest~~ maturity of Products Corporation’s 5.75% Senior Notes if, on that date (and solely for so long as), (i) any of ~~any term loans~~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 $200.0 million. Total net borrowings under the ~~Amended Term Loan Agreement.~~2016 Revolving Credit Facility at March 31, 2017 were $40.9 million.

^(c) See Note 11, "Long-Term Debt," to the Consolidated Financial Statements in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K for certain details regarding Products Corporation's ~~5¾%~~6.25% Senior Notes that mature on ~~February 15, 2021.~~August 1, 2024. The aggregate principal amount outstanding under the 6.25% Senior Notes at ~~June 30, 2016~~March 31, 2017 was ~~$500~~$450 million.

^(d) See Note 11, "Long-Term Debt," to the Consolidated Financial Statements in Products Corporation's 2016 Form 10-K for certain details regarding Products Corporation's 5.75% Senior Notes that mature on February 15, 2021. The aggregate principal amount outstanding under the ~~Company's 2015~~5.75% Senior Notes at March 31, 2017 was $500 million.

^(e) See Note 11, "Long-Term Debt," to the Consolidated Financial Statements in Products Corporation's 2016 Form 10-K for certain details regarding the euro-denominated loan payable to the Spanish government that matures on June 30, 2025.

~~2016 Debt Related Transaction~~

~~Amended Term Loan Facility - Excess Cash Flow Payment~~

~~On February 29, 2016, Products Corporation prepaid $23.2 million~~of indebtedness, representing 50% of its 2015 “excess cash flow” as defined under the Amended Term Loan Agreement, in accordance with the terms of its Amended Term Loan Facility. The prepayment was applied on a ratable basis between the principal amounts outstanding under the 2011 Term Loan and the Acquisition Term Loan. The amount of the prepayment that was applied to the 2011 Term Loan reduced the principal amount outstanding by $11.5 million to $651.4 million (as all amortization payments under the 2011 Term Loan had been paid). The $11.7 million that was applied to the Acquisition Term Loan reduced Products Corporation's future annual amortization payments under the Acquisition Term Loan on a ratable basis from $6.9 million prior to the prepayment to $6.8 million after giving effect to the prepayment and through its maturity on October 8, 2019.

~~See Note 17, "Subsequent Events," to the Unaudited Consolidated Financial Statements in this Form 10-Q for debt-related transaction details that occurred subsequent to the second quarter of 2016.~~

Covenants

Products Corporation was in compliance with all applicable covenants under the ~~Amended Term Loan Agreement and the Amended Revolving~~2016 Senior Credit ~~Facility~~Facilities as of ~~June 30, 2016.~~March 31, 2017. At ~~June 30, 2016,~~March 31, 2017, the aggregate principal amounts outstanding under the ~~Acquisition~~2016 Term Loan Facility and the ~~2011 Term Loan~~2016 Revolving Credit Facility were ~~$658.6~~$1,791.0 million and ~~$651.4~~$40.9 million, respectively, and availability under the ~~$175.0~~$400.0 million ~~Amended~~2016 Revolving Credit Facility, based upon the calculated borrowing base of $330.4 million less ~~$8.3~~$10.0 million of outstanding undrawn letters of credit, less $15.4 million of outstanding checks and ~~nil~~$40.9 million then drawn on the ~~Amended~~2016 Revolving Credit Facility was ~~$166.7~~$264.1 million.

Products Corporation was in compliance with all applicable covenants under ~~its 5¾%~~the indentures governing Products Corporation's 6.25% Senior Notes ~~Indenture~~and 5.75% Senior Notes (together, the "Senior Notes Indentures") as of ~~June 30, 2016 and December~~March 31, ~~2015.~~2017.

9. FAIR VALUE MEASUREMENTS

Assets and liabilities are required to be categorized into three levels of fair value based upon the assumptions used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant 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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

As of ~~June 30, 2016~~March 31, 2017, the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value are categorized in the table below:


	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Derivatives:
FX Contracts^(a)	$	1.1	$	—	$	1.1	$	—	$	1.3	$	—	$	1.3	$	—
Total assets at fair value	$	1.1	$	—	$	1.1	$	—	$	1.3	$	—	$	1.3	$	—
Liabilities:
Derivatives:
FX Contracts^(a)	$	1.8	$	—	$	1.8	$	—	$	0.5	$	—	$	0.5	$	—
2013 Interest Rate Swap^(b)	7.6		—		7.6		—		3.5		—		3.5		—
Total liabilities at fair value	$	9.4	$	—	$	9.4	$	—	$	4.0	$	—	$	4.0	$	—

As of December 31, ~~2015,~~2016, the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value are categorized in the table below:


	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Derivatives:
FX Contracts^(a)	$	2.0	$	—	$	2.0	$	—	$	2.3	$	—	$	2.3	$	—
Total assets at fair value	$	2.0	$	—	$	2.0	$	—	$	2.3	$	—	$	2.3	$	—
Liabilities:
Derivatives:
FX Contracts^(a)	$	0.6	$	—	$	0.6	$	—	$	1.1	$	—	$	1.1	$	—
2013 Interest Rate Swap^(b)	$	6.5	$	—	$	6.5	$	—	4.7		—		4.7		—
Total liabilities at fair value	$	7.1	$	—	$	7.1	$	—	$	5.8	$	—	$	5.8	$	—


^(a)	The fair value of the Company’s foreign currency forward exchange contracts ("FX Contracts") was measured based on observable market transactions for similar transactions in actively quoted markets of spot and forward rates on the respective dates. See Note 10, “Financial ~~Instruments,~~Instruments." ~~to the Unaudited Consolidated Financial Statements in this Form 10-Q.~~


^(b)	The fair value of ~~the Company's~~Products Corporation's 2013 Interest Rate Swap (as hereinafter defined) was measured based on the implied forward rates from the U.S. Dollar three-month LIBOR yield curve on the respective dates. See Note 10, “Financial Instruments.”

As of ~~June 30,~~March 31, 2017, the fair values and carrying values of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:



	Fair Value
	Level 1		Level 2		Level 3		Total		Carrying Value
Liabilities:
Long-term debt, including current portion	$	—	$	2,785.9	$	—	$	2,785.9	$	2,719.6

As of December 31, 2016, the fair values and carrying values of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:

Fair Value
Level 1 Level 2 Level 3 Total Carrying Value
Liabilities:
Long-term debt, including current portion $ —
$ 1,793.2
$ —
$ 1,793.2
$ 1,790.4

~~As of~~ ~~December 31, 2015, the fair values and carrying values of the Company’s long-term debt, including the current portion of long-term debt, are categorized in the table below:~~


	Fair Value										Fair Value
	Level 1		Level 2		Level 3		Total		Carrying Value		Level 1		Level 2		Level 3		Total		Carrying Value
Liabilities:
Long-term debt, including current portion	$	—	$	1,818.0	$	—	$	1,818.0	$	1,813.7	$	—	$	2,770.9	$	—	$	2,770.9	$	2,681.2

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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 issues and maturities.

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

10. FINANCIAL INSTRUMENTS

Products Corporation maintains standby and trade letters of credit for various corporate purposes under which Products Corporation is obligated, of which ~~$8.3~~$10.0 million and ~~$8.8~~$10.4 million (including amounts available under credit agreements in effect at that time) were maintained at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~,2016, respectively. Included in these amounts are approximately ~~$7.2~~$6.9 million and ~~$7.5~~$7.3 million at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~,2016, respectively, in standby letters of credit that support Products Corporation’s self-insurance programs. The estimated liability under such programs is accrued by Products Corporation.

Derivative Financial Instruments

The Company uses derivative financial instruments, primarily: (i) FX Contracts, intended for the purpose of managing foreign currency exchange risk by reducing the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows; and (ii) interest rate hedging transactions, such as the 2013 Interest Rate Swap, ~~referred to below,~~ intended for the purpose of managing interest rate risk associated with Products Corporation’s variable rate indebtedness.

Foreign Currency Forward Exchange Contracts

The FX Contracts are entered into primarily to hedge the anticipated net cash flows resulting from inventory purchases and intercompany payments denominated in currencies other than the local currencies of the Company’s foreign and domestic operations and generally have maturities of less than one year.

The U.S. Dollar notional amount of the FX Contracts outstanding at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 was $~~74.2~~124.7 million and $~~76.3~~79.6 million, respectively.

Interest Rate Swap Transaction

In November 2013, Products Corporation executed a forward-starting floating-to-fixed interest rate swap transaction ~~with a 1.00% floor,~~(the "2013 Interest Rate Swap") that, at its inception, was based on a notional amount of $400 million in respect of indebtedness under Products Corporation’s 2013 term loan, that was incurred in connection with completing the 2013 acquisition of The Colomer Group (the "Old Acquisition Term ~~Loan over a period of three years (the "2013~~Loan"). The 2013 Interest Rate ~~Swap")~~Swap initially had a floor of 1.00% that in December 2016 was amended to 0.75%. In connection with entering into the 2016 Term Loan Facility, the 2013 Interest Swap was carried over to apply to a notional amount of $400 million in respect of indebtedness under such loan for the remaining balance of the term of such swap. The Company initially designated the 2013 Interest Rate Swap as a cash flow hedge of the variability of the forecasted three-month LIBOR interest rate payments initially related to the $400 million notional amount under the Old Acquisition Term Loan over the three-year term of the 2013 Interest Rate ~~Swap.~~Swap (and subsequently to the $400 million notional amount under the 2016 Term Loan Facility for the remaining balance of the term of such swap). Under the terms of the 2013 Interest Rate Swap, commencing in May 2015, Products Corporation receives from the counterparty a floating interest rate based on the higher of the three-month ~~USD~~U.S. Dollar LIBOR or ~~1.00%,~~the floor percentage in effect, while paying a fixed interest rate payment to the counterparty equal to 2.0709% (which, with respect to the 2016 Term Loan Facility, effectively fixes the interest rate on such notional amount at ~~5.0709%~~5.5709% over the remaining balance of the three-year term of the 2013 Interest Rate Swap). ~~For~~At March 31, 2017, the ~~six months ended June 30, 2016,~~fair value of the 2013 Interest Rate Swap was ~~deemed~~a liability of $3.5 million and the accumulated loss recorded in accumulated other comprehensive loss was $2.4 million, net of tax.

As a result of completely refinancing the Old Acquisition Term Loan with a portion of the proceeds from Product's Corporation's consummation of the 2016 Senior Credit Facilities and the 6.25% Senior Notes Offering in connection with consummating the Elizabeth Arden Acquisition, the critical terms of the 2013 Interest Rate Swap no longer matched the terms of the underlying debt under the 2016 Term Loan Facility. At the refinancing date, which was the same as the September 7, 2016 Elizabeth Arden Acquisition Date (the "De-designation Date"), the 2013 Interest Rate Swap was determined to no longer be highly effective and ~~therefore~~ the Company discontinued hedge accounting for the 2013 Interest Rate Swap. Following the de-designation of the 2013 Interest Rate Swap, changes in fair value are accounted for as a component of other non-operating expenses. Accumulated deferred losses of $6.3 million, or $3.9 million net of tax, at the De-designation Date that were previously recorded as a component of accumulated other comprehensive loss will be amortized into earnings over the remaining term of the 2013 Interest Rate Swap. At March 31, 2017, $3.9 million, or $2.4 million net of tax, remains as a component of accumulated other comprehensive loss related to the 2013 Interest Rate ~~Swap have been recorded in Other Comprehensive Loss. As of~~ ~~June 30, 2016, the balance of deferred net losses on derivatives included in accumulated other comprehensive loss was $4.5 million after-tax. (See~~Swap. See "Quantitative Information – Derivative Financial Instruments" below).

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company expects that ~~$2.6~~$2.1 million of the ~~after-tax~~net of tax deferred net losses related to the 2013 Interest Rate Swap will be ~~reclassified~~amortized into earnings over the next 12 months as a result of transactions that are expected to occur over that period. The amount ultimately realized in earnings may differ, as LIBOR is subject to change. Realized gains and losses are ultimately determined by actual rates at maturity of the derivative.

months.

Credit Risk

Exposure to credit risk in the event of nonperformance by any of the counterparties is limited to the gross fair value of the derivative instruments in asset positions, which totaled ~~$1.1~~$1.3 million and ~~$2.0~~$2.3 million as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. The Company attempts to minimize exposure to credit risk by generally entering into derivative contracts with counterparties that have investment-grade credit ratings and are major financial institutions. The Company also periodically monitors any changes in the credit ratings of its counterparties. Given the current credit standing of the Company's counterparties to its derivative instruments, the Company believes that the risk of loss under these derivative instruments arising from any non-performance by any of the counterparties is remote.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Quantitative Information – Derivative Financial Instruments

The effects of the Company’s derivative instruments on its Consolidated Financial Statements were as follows:


(a)	Fair Values of Derivative Financial Instruments in the Consolidated Balance Sheets:


	Fair Values of Derivative Instruments										Fair Values of Derivative Instruments
	Assets					Liabilities					Assets					Liabilities
	Balance Sheet	June 30, 2016		December 31, 2015		Balance Sheet	June 30, 2016		December 31, 2015		Balance Sheet	March 31, 2017		December 31, 2016		Balance Sheet	March 31, 2017		December 31, 2016
	Classification	Fair Value		Fair Value		Classification	Fair Value		Fair Value		Classification	Fair Value		Fair Value		Classification	Fair Value		Fair Value
Derivatives designated as hedging instruments:
Derivatives not designated as hedging instruments:											Derivatives not designated as hedging instruments:
FX Contracts⁽ⁱⁱ⁾											Prepaid expenses and other	$	1.3	$	2.3	Accrued Expenses	$	0.5	$	1.1
2013 Interest Rate Swap⁽ⁱ⁾	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	4.2	$	4.0	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	3.1	$	3.7
	Other assets	—		—		Other long-term liabilities	3.4		2.5		Other assets	$	—	$	—	Other long-term liabilities	$	0.4	$	1.0
Derivatives not designated as hedging instruments:
FX Contracts⁽ⁱⁱ⁾	Prepaid expenses and other	$	1.1	$	2.0	Accrued Expenses	$	1.8	$	0.6

⁽ⁱ⁾ The fair values of the 2013 Interest Rate Swap at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 were measured based on the implied forward rates from the U.S. Dollar three-month LIBOR yield curve at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016, respectively.

⁽ⁱⁱ⁾ The fair values of the FX Contracts at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 were measured based on observable market transactions of spot and forward rates at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016, respectively.

(b) Effects of Derivative Financial Instruments on the Consolidated Statements of ~~Income~~Operations and Comprehensive (Loss)Income for the three ~~and six~~ months ended ~~June 30, 2016~~March 31, 2017 and ~~2015~~:2016:


		Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)												Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income
		Three Months Ended June 30,					Six Months Ended June 30,							Three Months Ended March 31,
		2016		2015			2016			2015				2017		2016
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:												Derivatives designated as hedging instruments:
2013 Interest Rate Swap, net of tax ^(a)	2013 Interest Rate Swap, net of tax ^(a)	$	0.2	$	(0.1	)	$	(0.7	)	$	(2.0	)	2013 Interest Rate Swap, net of tax ^(a)	$	0.6	$	(0.9	)


^(a)(i)	Net of tax ~~expense (benefit)~~benefit of ~~$0.1~~$0.4 million and ~~nil~~$0.5 million for the three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $(0.4) million and $(1.2) million for the six months ended June 30, 2016 and 2015,~~ respectively.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Income Statement Classification Amount of Gain (Loss) Recognized in Net Income
Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Derivatives designated as hedging instruments:
2013 Interest Rate Swap Interest Expense $ (1.1 ) $ (0.5 ) $ (2.2 ) $ (0.5 )
Derivatives not designated as hedging instruments:
FX Contracts Foreign currency gain (loss), net $ 0.3
$ 0.4
$ (0.5 ) $ 0.9



	Statement of Operations Classification	Amount of Gain (Loss) Recognized in Net (Loss) Income
		Three Months Ended March 31,
		2017			2016
Derivatives designated as hedging instruments:
2013 Interest Rate Swap	Interest Expense	$	(1.0	)	$	(1.1	)
Derivatives not designated as hedging instruments:
FX Contracts	Foreign currency gain (loss), net	$	(0.4	)	$	(0.8	)
2013 Interest Rate Swap	Miscellaneous, net	$	0.2		$	—

11. PENSION AND POST-RETIREMENT BENEFITS

The components of net periodic benefit (income) costs for the Company’s pension and the other post-retirement benefit plans for the first quarter of 2017 and 2016 were as follows:



	Pension Plans						Other Post-Retirement Benefit Plans
	Three Months Ended March 31,
	2017			2016			2017		2016
Net periodic benefit (income) costs:
Service cost	$	0.5		$	0.1		$	—	$	—
Interest cost	4.8			5.2			0.1		0.1
Expected return on plan assets	(7.1		)	(7.8		)	—		—
Amortization of actuarial loss	2.4			2.1			0.1		—
Curtailment gain	(0.8		)	—			—		—
	(0.2		)	(0.4		)	0.2		0.1
Portion allocated to Revlon Holdings	(0.1		)	—			—		—
	$	(0.3	)	$	(0.4	)	$	0.2	$	0.1

In the three months ended March 31, 2017, the Company recognized net periodic benefit income of $0.1 million, compared to net periodic benefit income of $0.3 million in the three months ended March 31, 2016. The decrease was primarily due to lower return on plan assets during the first quarter of 2017, partially offset by a curtailment gain resulting from a certain foreign non-qualified benefit plan of Elizabeth Arden.

Net periodic benefit costs (income) are reflected in the Company's Consolidated Financial Statements as follows:



	Three Months Ended March 31,
	2017			2016
Net periodic benefit (income) costs:
Cost of sales	$	(0.4	)	$	(0.8	)
Selling, general and administrative expense	0.3			0.5
	$	(0.1	)	$	(0.3	)

The Company expects that it will have net periodic benefit cost of approximately $3 million for its pension and other post-retirement benefit plans for all of 2017, compared with net periodic benefit income of $0.6 million in 2016.

During the first quarter of 2017, $1.7 million and $0.2 million were contributed to the Company’s pension plans and other post-retirement benefit plans, respectively. During 2017, the Company expects to contribute approximately $10.0 million in the aggregate to its pension and other post-retirement benefit plans.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~11. PENSION AND POST-RETIREMENT BENEFITS~~

~~The components of net periodic benefit (income) costs for the Company’s pension and the other post-retirement benefit plans for the second quarter of 2016 and 2015 are as follows:~~

Pension Plans Other
Post-Retirement
Benefit Plans
Three Months Ended June 30,
2016 2015 2016 2015
Net periodic benefit (income) costs:
Service cost $ 0.2
$ 0.2
$ —
$ —
Interest cost 5.1
7.1
0.1
0.1
Expected return on plan assets (7.8 ) (10.2 ) —
—
Amortization of actuarial loss 2.3
2.1
0.1
0.1
(0.2 ) (0.8 ) 0.2
0.2
Portion allocated to Revlon Holdings (0.1 ) (0.1 ) —
—
$ (0.3 ) $ (0.9 ) $ 0.2
$ 0.2

~~The components of net periodic benefit (income) costs for the Company's pension and the other post-retirement benefit plans for the first six months of 2016 and 2015 are as follows:~~

Pension Plans Other
Post-Retirement
Benefit Plans
Six Months Ended June 30,
2016 2015 2016 2015
Net periodic benefit (income) costs:
Service cost $ 0.3
$ 0.4
$ —
$ —
Interest cost 10.3
14.3
0.2
0.2
Expected return on plan assets (15.6 ) (20.3 ) —
—
Amortization of actuarial loss 4.4
4.1
0.1
0.1
(0.6 ) (1.5 ) 0.3
0.3
Portion allocated to Revlon Holdings (0.1 ) (0.1 ) —
—
$ (0.7 ) $ (1.6 ) $ 0.3
$ 0.3

In the three and six months ended June 30, 2016, the Company recognized net periodic benefit income of $0.1 million and $0.4 million, respectively, compared to net periodic benefit income of $0.7 million and $1.3 million in the three and six months ended June 30, 2015, primarily due to the lower expected return on plan assets, partially offset by lower interest cost as a result of the Company's adoption of the alternative approach to calculating the service and interest components of net periodic benefit cost for pension and other post-retirement benefits (the “full yield curve” approach) which was adopted by the Company at December 31, 2015.

~~Net periodic benefit costs (income) are reflected in the Company's Consolidated Financial Statements as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Net periodic benefit (income) costs:
Cost of sales $ (0.5 ) $ (1.0 ) $ (1.3 ) $ (2.0 )
Selling, general and administrative expense 0.4
0.3
0.9
0.7
$ (0.1 ) $ (0.7 ) $ (0.4 ) $ (1.3 )

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

The Company expects that it will have net periodic benefit income of approximately $1 million for its pension and other post-retirement benefit plans for all of 2016, compared with net periodic benefit cost of $18.8 million in 2015.

During the second quarter of 2016, $1.4 million and $0.3 million were contributed to the Company’s pension plans and other post-retirement benefit plans, respectively. During the first six months of 2016, $3.1 million and $0.5 million were contributed to the Company’s pension plans and other post-retirement benefit plans, respectively. During 2016, the Company expects to contribute approximately $10 million in the aggregate to its pension and other post-retirement benefit plans.

Relevant aspects of the qualified defined benefit pension plans, nonqualified pension plans and other post-retirement benefit plans sponsored by Products Corporation are disclosed in Note 14, ~~"Savings Plan, Pension~~"Pension and Post-Retirement Benefits," to the Consolidated Financial Statements in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K.

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, ~~utilization of tax loss carryforwards,~~ foreign earnings taxable in the U.S., non-deductible expenses and other items. The Company’s tax provision changes quarterly based on various factors including, but not limited to, the geographical mix of earnings, enacted tax legislation, foreign, state and local income taxes, tax audit settlements and the interaction of various global tax strategies. In addition, changes in judgment from the evaluation of new information resulting in the recognition, derecognition and/or remeasurement of a tax position taken in a prior period are recognized in the quarter in which any such change occurs.

~~For the second quarter of 2016 and 2015, the~~The Company recorded a ~~provision~~$38.1 million benefit from income taxes in the first quarter of 2017 and a $6.1 million expense for income taxes in the first quarter of ~~$11.8 million and $21.4 million, respectively.~~2016. The ~~$9.6~~$44.2 million decrease in the provision for income taxes was primarily due to ~~lower pre-tax income and~~ the ~~phasing of the recognition of income taxes.~~

~~For~~pretax loss from continuing operations in the first ~~six months~~quarter of 2016 and 2015, the Company recorded a provision for income taxes of $17.9 million and $31.0 million, respectively. The $13.1 million decrease in the provision for income taxes was primarily due to lower pre-tax income and the phasing of the recognition of income taxes.2017.

The Company's effective tax rate for the three months ended ~~June 30, 2016~~March 31, 2017 was higher than the federal statutory rate of 35% as a result of foreign ~~and U.S. tax effects attributable to operations outside the U.S. and foreign~~ dividends and earnings taxable in the U.S., state and local taxes, as well as the effect of certain favorable discrete items.

The Company's effective tax rate for the ~~six~~three months ended ~~June 30,~~March 31, 2016 was ~~higher than~~approximately equal to the federal statutory rate of 35% as a result of ~~certain~~ foreign dividends and earnings taxable in the U.S.

~~The Company remains subject to examination~~, as well as state and local taxes that were largely offset by the effect of its income tax returns in various jurisdictions including, without limitation: Australia and Spain for tax years ended December 31, 2011 through December 31, 2014; South Africa, the U.K. and the U.S. (federal) for tax years ended December 31, 2012 through December 31, 2014; and Canada for tax years ended December 31, 2012 through December 31, 2015.certain favorable discrete items.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss as of ~~June 30, 2016~~March 31, 2017 ~~are~~were as follows:

Foreign Currency Translation Actuarial (Loss) Gain on Post-retirement Benefits Deferred Gain (Loss) - Hedging Other Accumulated Other Comprehensive Loss
Balance at January 1, 2016 $ (23.5 ) $ (217.7 ) $ (3.8 ) $ (0.3 ) $ (245.3 )
Currency translation adjustment, net of tax of $0.6 million 5.3

5.3
Amortization of pension related costs, net of tax of $0.7 million^(a)

3.8

3.8
Revaluation of derivative financial instrument, net of amounts reclassified into earnings and tax benefit of $0.4 million^(b)

$ (0.7 )

(0.7 )
Other comprehensive income (loss) 5.3
3.8
(0.7 ) —
8.4
Balance at June 30, 2016 $ (18.2 ) $ (213.9 ) $ (4.5 ) $ (0.3 ) $ (236.9 )



	Foreign Currency Translation			Actuarial (Loss) Gain on Post-retirement Benefits			Deferred Gain (Loss) - Hedging			Other			Accumulated Other Comprehensive Loss
Balance at January 1, 2017	$	(24.0	)	$	(224.4	)	$	(3.0	)	$	(0.3	)	$	(251.7	)
Currency translation adjustment, net of tax of $1.0 million	4.7			—			—			—			4.7
Amortization of pension related costs, net of tax of $0.4 million^(a)	—			2.0			—			—			2.0
Amortization of deferred losses related to the de-designated 2013 Interest Rate Swap, net of tax benefit of $0.4 million^(b)	—			—			0.6			—			0.6
Curtailment gain, net of tax of $0.3 million^(c)	—			2.6			—			—			2.6
Other comprehensive income	$	4.7		$	4.6		$	0.6		$	—		$	9.9
Balance at March 31, 2017	$	(19.3	)	$	(219.8	)	$	(2.4	)	$	(0.3	)	$	(241.8	)


^(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 11, “Pension and Post-retirement Benefits,” for further discussion of the Company’s pension and other post-retirement plans.

^(b)

~~For~~Represents the ~~six months ended June 30, 2016,~~amortization of deferred losses related to the ~~Company's~~de-designated 2013 Interest Rate ~~Swap was deemed effective and therefore, the changes in fair value related to the 2013 Interest Rate Swap were recorded in other comprehensive income (loss).~~Swap. See Note 10, "Financial Instruments," for further discussion of the 2013 Interest Rate Swap.

As shown above, comprehensive loss includes changes in the fair value of the 2013 Interest Rate Swap, which qualifies for hedge accounting. A rollforward of the amounts reclassified out of accumulated other comprehensive loss into earnings as of June 30, 2016 are as follows:

2013
Interest Rate Swap
Beginning accumulated losses at March 31, 2016 (4.7 )
Reclassifications into earnings (net of $0.4 million tax expense)^(a)
0.7
Change in fair value (net of $0.3 million tax benefit) (0.5 )
Ending accumulated losses at June 30, 2016 $ (4.5 )

2013
Interest Rate Swap
Beginning accumulated losses at December 31, 2015 (3.8 )
Reclassifications into earnings (net of $0.8 million tax expense)^(a)
1.3
Change in fair value (net of $1.2 million tax benefit) (2.0 )
Ending accumulated losses at June 30, 2016 $ (4.5 )


^(a)(c)	~~Reclassified~~As a result of the Elizabeth Arden Acquisition, the Company recognized $2.6 million in curtailment gains related to ~~interest expense.~~a foreign non-qualified defined benefit plan of Elizabeth Arden.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

As shown above, other comprehensive income includes changes in the fair value of the 2013 Interest Rate Swap. A ~~rollforward~~roll-forward of the amounts reclassified out of accumulated other comprehensive loss into earnings as of ~~June 30, 2015 are as follows:~~March 31, 2017 is provided below:

2013
Interest Rate Swap
Beginning accumulated losses at March 31, 2015 (4.1 )
Reclassifications into earnings (net of $0.2 million tax expense)^(a)
0.3
Change in fair value (net of $0.2 million tax benefit) (0.4 )
Ending accumulated losses at June 30, 2015 $ (4.2 )

2013
Interest Rate Swap
Beginning accumulated losses at December 31, 2014 (2.2 )
Reclassifications into earnings (net of $0.2 million tax expense)^(a)
0.3
Change in fair value (net of $1.4 million tax benefit) (2.3 )
Ending accumulated losses at June 30, 2015 $ (4.2 )



	2013 Interest Rate Swap
Beginning accumulated losses at December 31, 2016	$	(3.0	)
Reclassifications into earnings (net of $0.4 million tax benefit)^(a)	0.6
Ending accumulated losses at March 31, 2017	$	(2.4	)


^(a)	Reclassified to interest expense.

A roll-forward of the amounts reclassified out of accumulated other comprehensive loss into earnings as of March 31, 2016 are as follows:



	2013 Interest Rate Swap
Beginning accumulated losses at December 31, 2015	$	(3.8	)
Reclassifications into earnings (net of $0.4 million tax expense)^(a)	0.7
Change in fair value (net of $0.9 million tax benefit)	(1.6		)
Ending accumulated losses at March 31, 2016	$	(4.7	)


^(a)	Reclassified to interest expense.

14. SEGMENT DATA AND RELATED INFORMATION

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 March 31, 2017, and since the Elizabeth Arden Acquisition Date, the Elizabeth Arden organization has continued to operate and be evaluated on a stand-alone basis.

At ~~June 30, 2016,~~March 31, 2017, the Company’s operations are organized into the following reportable segments:

Consumer - The Company’s Consumer segment is comprised of ~~the Company's consumer brands, which primarily include~~ ~~Revlon~~, ~~Almay~~, ~~SinfulColors~~products that are marketed, distributed and ~~Pure Ice~~sold in ~~color cosmetics;~~ ~~Revlon ColorSilk~~ ~~in women’s hair color;~~ ~~Revlon~~ ~~in beauty tools; and~~ ~~Mitchum~~ ~~in anti-perspirant deodorants. The Company’s principal customers for its consumer products include~~ large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, the Internet/e-commerce, television shopping, department stores, one-stop shopping beauty retailers, specialty ~~cosmetics~~cosmetic stores and perfumeries in the U.S. and ~~internationally.~~internationally under brands such as Revlon, Almay, SinfulColors and Pure Ice in cosmetics; Revlon ColorSilk in women’s hair color; Revlon in beauty tools; and Mitchum in anti-perspirant deodorants. The Consumer segment also includes a ~~skincare~~skin care line under the Natural Honeybrand and a hair color line under the Llongueras brand (licensed from a third party), that are sold toin large volume retailers and other retailers, primarily in Spain, ~~which were acquired~~ as part of the Colomer Acquisition. In October 2015 and in May 2016, the Company acquired the U.S. Cutex business and Cutex International business and related assets, respectively. The results of operations relating to the sales ofwell as Cutexnail care ~~products are included within the Consumer segment.~~products.

~~Professional~~Elizabeth Arden - The ~~Professional~~Elizabeth Arden segment ~~is comprised primarily of~~markets, distributes and sells fragrances, skin care and color cosmetics to prestige retailers, specialty stores, the ~~brands which the Company acquired in the Colomer Acquisition, which include~~ ~~Revlon Professional~~ ~~in hair color~~mass retail channel, distributors, perfumeries, department stores, boutiques, travel retailers and ~~hair care;~~ ~~CND-branded productsin nail polishes and nail enhancements; and~~ ~~American Crew~~ in men’s grooming products, all of which are sold worldwide to professional salons. The Company’s principal customers for its professional products include hair and nail salons and distributors to professional salonsother retailers in the U.S. and ~~internationally. The Professional segment also includes a multi-cultural line consisting of~~internationally, as well as direct sales to consumers via its Elizabeth Arden Red Door branded retail stores, Elizabeth Arden.com e-commerce business and Elizabeth Arden Red Door spa beauty salons and spas under brands such as ~~Creme of Nature~~Skin Illuminating, SUPERSTART, Prevage, Eight Hour Cream, Elizabeth Arden Ceramide ~~hair care products sold to large volume retailers, other retailers~~ and ~~professional salons, primarily~~Visible Difference in the ~~U.S.~~Elizabeth Arden skin care brands;

~~Other~~Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue, Elizabeth Arden Green Tea ~~- The Other segment primarily includes the operating results of the CBB business~~ and ~~related purchase accounting~~UNTOLD in Elizabeth Arden fragrances; Juicy Couture, John Varvatos and Wildfox Couture in designer fragrances; and Curve, Elizabeth Taylor, Britney Spears, Christina Aguilera, Halston,Ed Hardy, Geoffrey Beene, Alfred Sung, Giorgio Beverly Hills, Lucky Brand, PS Fine Cologne for ~~the CBB Acquisition. CBB develops, manufactures, markets~~Men, White Shoulders and ~~distributes fragrances and other beauty products under various celebrity, lifestyle and fashion brands licensed from third parties, principally through~~Jennifer Anistonin heritage fragrances.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Professional - The Company’s Professional segment markets, distributes and sells professional products primarily to hair and nail salons and professional salon distributors in the U.S. and internationally under brands such as Revlon Professional in hair color, hair care and hair treatments; CND in nail polishes and nail enhancements, including CND Shellac and CND Vinylux nail polishes; and American Crew in men’s grooming products. The Professional 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.

Other - The Other segment includes the operating results of the CBB business and related purchase accounting for the CBB Acquisition. CBB develops, markets and distributes fragrances and other beauty products under various celebrity, lifestyle and fashion brands licensed from third parties, principally through department stores and selective distribution in international territories. The results included within the Other segment are not material to the Company’s consolidated results of operations.

The Company's management evaluates segment profit, which is defined 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, for each of the Company's reportable segments. Segment profit also excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, which includes the impacts of: (i) restructuring and related charges; (ii) acquisition and integration costs; (iii) deferred compensation related to the accounting for the CBB Acquisition; ~~and~~ (iv) costs of sales resulting from a fair value adjustment ~~in the second quarter of 2016 and 2015~~ to inventory acquired in the ~~Cutex International Acquisition~~Elizabeth Arden Acquisition; and ~~CBB Acquisition, respectively.~~(v) charges related to the Elizabeth Arden 2016 Business Transformation Program. Such items are shown below in the table reconciling segment profit to consolidated income from continuing operations before income taxes. Unallocated corporate expenses primarily include general and administrative expenses related to the corporate organization. These expenses are recorded in unallocated corporate expenses, as these items are centrally directed and controlled and are not included in internal measures of segment operating performance. 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 Note 1, “Description of Business and Summary of Significant Accounting ~~Policies” in the Company's 2015 Form 10-K.~~Policies.” The Company's assets and liabilities are managed centrally and 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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for each the three ~~and six~~ months ended ~~June 30, 2016~~March 31, 2017 and ~~2015.~~2016.

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Segment Net Sales:
Consumer $ 359.5
$ 354.7
$ 679.5
$ 679.0
Professional 123.3
123.4
238.4
237.6
Other $ 6.1
$ 4.3
10.6
4.3
Total $ 488.9
$ 482.4
$ 928.5
$ 920.9

Segment Profit:
Consumer $ 81.0
$ 83.8
$ 139.4
$ 146.0
Professional 24.1
24.3
49.7
53.5
Other $ 0.1
$ 0.2
(0.8 ) 0.2
Total $ 105.2
$ 108.3
$ 188.3
$ 199.7

Reconciliation:
Segment Profit $ 105.2
$ 108.3
$ 188.3
$ 199.7
Less:

Unallocated corporate expenses 16.2
15.8
30.4
30.5
Depreciation and amortization 26.3
25.2
52.2
50.8
Non-cash stock compensation expense 1.1
1.2
3.3
2.8
Non-Operating items:
Restructuring and related charges 0.5
(3.0 ) 1.8
(2.3 )
Acquisition and integration costs 5.5
4.7
6.0
5.9
Deferred compensation related to CBB acquisition 0.9
0.7
1.8
—
0.7
Inventory purchase accounting adjustment, cost of sales 0.1
0.6
0.1
0.6
Operating Income 54.6
63.1
92.7
110.7
Less:
Interest Expense 20.9
20.5
41.9
40.5
Amortization of debt issuance costs 1.4
1.4
2.9
2.8
Foreign currency losses (gains), net 8.5
(7.9 ) 5.1
8.0
Miscellaneous, net 0.2
0.2
0.5
0.2
Income from continuing operations before income taxes $ 23.6
$ 48.9
$ 42.3
$ 59.2

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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



	Three Months Ended March 31,
	2017			2016
Segment Net Sales:
Consumer	$	290.4		$	320.0
Elizabeth Arden	192.0			—
Professional	108.0			115.1
Other	4.5			4.5
Total	$	594.9		$	439.6

Segment Profit:
Consumer	$	32.9		$	58.4
Elizabeth Arden	14.3			—
Professional	16.1			25.6
Other	(1.3		)	(0.9		)
Total	$	62.0		$	83.1

Reconciliation:
Segment Profit	$	62.0		$	83.1
Less:
Unallocated corporate expenses	27.4			14.2
Depreciation and amortization	37.1			25.9
Non-cash stock compensation expense	1.7			2.2
Non-Operating items:
Restructuring and related charges	1.1			1.3
Acquisition and integration costs	17.5			0.5
Elizabeth Arden 2016 Business Transformation Program	0.4			—
Elizabeth Arden inventory purchase accounting adjustment, cost of sales	16.0			—
Deferred compensation related to CBB Acquisition	0.9			0.9
Operating (loss) income	(40.1		)	38.1
Less:
Interest Expense	35.0			21.0
Amortization of debt issuance costs	2.2			1.5
Foreign currency losses, net	(4.3		)	(3.4		)
Miscellaneous, net	1.2			0.3
(Loss) income from continuing operations before income taxes	$	(74.2	)	$	18.7

As of ~~June 30, 2016,~~March 31, 2017, after giving effect to the Elizabeth Arden Acquisition, the Company had operations established in 2326 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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016
2015
Geographic area:
   Net sales:
      United States $ 263.0
54% $ 267.0
55% $ 510.7
55% $ 511.4
56%
  Outside of the United States 225.9
46% 215.4
45% 417.8
45% 409.5
44%
$ 488.9

$ 482.4

$ 928.5
$ 920.9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

June 30, 2016 December 31, 2015
Long-lived assets, net:
United States $ 853.0
77% $ 854.7
79%
Outside of the United States 258.8
23% 232.4
21%
$ 1,111.8
$ 1,087.1



	Three Months Ended March 31,
	2017			2016
Geographic area:
Net sales:
United States	$	288.9	49%	$	247.7	56%
International	306.0		51%	191.9		44%
	$	594.9		$	439.6

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016
2015
Classes of similar products:
Net sales:
Color cosmetics $ 263.4
54% $ 266.0
55% $ 487.7
52% $ 505.5
55%
Hair care 134.7
27% 130.0
27% 266.8
29% 256.9
28%
Beauty care and fragrance 90.8
19% 86.4
18% 174.0
19% 158.5
17%
$ 488.9

$ 482.4

$ 928.5
$ 920.9



	March 31, 2017			December 31, 2016
Long-lived assets, net:
United States	$	1,486.3	85%	$	1,494.3	85%
International	258.3		15%	255.4		15%
	$	1,744.6		$	1,749.7



	Three Months Ended March 31,
	2017			2016
Classes of similar products:
Net sales:
Color cosmetics	$	213.7	36%	$	223.5	51%
Hair care	126.2		21%	132.1		30%
Fragrance	141.2		24%	12.5		3%
Beauty care	61.0		10%	68.5		15%
Skin care	52.8		9%	3.0		1%
	$	594.9		$	439.6

15. CONTINGENCIES

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

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

those grounds as asserted in the five individual complaints, as previously disclosed. Class counsel advised that post consummation of the Merger they were going to file a Second Consolidated Amended Class Action Complaint. The Second Consolidated Amended Class Action Complaint (which superseded the Consolidated Amended Class Action Complaint) was ultimately filed on or about January 26, 2017. Like the Consolidated Amended Class Action complaint, the grounds for relief set forth in the Second Consolidated Amended Class Action Complaint in large part track those grounds as asserted in the five individual complaints.

The Company believes the allegations contained in the Second Consolidated Amended Class Action Complaint are without merit and intends to vigorously defend against them. Additional lawsuits arising out of or relating to the Elizabeth Arden Merger Agreement or the Merger may be filed in the future. Motions to dismiss the Second Consolidated Amended Class Action Complaint were filed on March 28, 2017.

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.~~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.

16. RELATED PARTY TRANSACTIONS

Reimbursement Agreements

~~As previously disclosed in the Company's 2015 Form 10-K,~~ Revlon, ~~Inc.,~~ Products Corporation and MacAndrews & Forbes Inc. (a wholly-owned subsidiary of 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 professional and administrative services, including, without limitation, employees, to

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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.

The net activity related to services ~~provided and/or~~ purchased under the Reimbursement Agreements during the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~ was ~~$1.4~~$3.9 million and ~~$2.3~~$1.4 million, respectively, which primarily ~~includes~~included partial payments made by the Company to MacAndrews & Forbes during the first quarter of ~~2016~~2017 and ~~2015~~2016 for premiums related to the Company's allocable portion of the 5-year renewal of the D&O Insurance Program for the period from January 31, 2012 through January 31, ~~2017.~~2017 (which insurance coverage was renewed in January 2017 through January 2020). As of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, a ~~receivable~~payable balance of ~~nil~~$0.2 million and ~~$0.1~~$0.2 million, respectively, from MacAndrews & Forbes ~~were~~was included in the Company's Consolidated Balance ~~Sheets~~Sheet for transactions subject to the Reimbursement Agreements.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Other

During the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ 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 ~~$24.8~~$12.0 million and ~~$16.1~~$13.7 million of coupon redemptions for the Company's retail customers for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively, for which the Company paid fees of approximately ~~$0.2~~$0.1 million ~~and $0.2 million during~~for each of the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively, and other similar advertising, coupon redemption and raw material supply services, for which the Company paid fees aggregating to ~~less than $0.2~~approximately $0.1 million ~~during~~for each of the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 and ~~2015, respectively.~~2016. 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 were at least as favorable as those available from unaffiliated parties.

~~17. SUBSEQUENT EVENTS~~

On June 16, 2016, the Company and Revlon, Inc. entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company, Revlon, Inc., RR Transaction Corp., a wholly-owned subsidiary of the Company (“Acquisition Sub”) and Elizabeth Arden, Inc. ("Elizabeth Arden") pursuant to which, among other things, Acquisition Sub will merge with and into Elizabeth Arden (the “Merger” or the “Pending Acquisition”), with Elizabeth Arden surviving the Merger as a wholly-owned subsidiary of the Company. The Company expects the Merger to close by the end of 2016, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.

Elizabeth Arden is a global prestige beauty products company with an extensive portfolio of iconic beauty brands that are highly complementary to the Company's existing brand portfolio and are sold worldwide. In North America, Elizabeth Arden’s principal customers include prestige retailers, the mass retail channel and distributors, as well as direct sales to consumers via its branded retail outlet stores and e-commerce business. Elizabeth Arden products are also sold through the Elizabeth Arden Red Door Spa beauty salons and spas. Internationally, Elizabeth Arden’s portfolio of owned and licensed brands is sold to perfumeries, boutiques, department stores, travel retailers and distributors.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

In connection with the execution of the Merger Agreement, on June 16, 2016, the Company entered into a debt financing commitment letter (the “Debt Commitment Letter”) with Citigroup Global Markets Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Lenders”). Pursuant to the Debt Commitment Letter, the Lenders have committed to arrange and provide the Company with: (i) a seven-year senior secured term loan facility in an aggregate principal amount of $1.8 billion (the "New Term Loan Facilities"); (ii) a five-year senior secured asset-based revolving credit facility in a principal amount of $400 million (the "New Revolving Credit Facility"); and (iii) to the extent that the proceeds of the Unsecured Notes (as defined below) are not available to consummate the transactions contemplated by the Merger Agreement, up to $400 million of senior unsecured bridge loans under a senior unsecured credit facility (the foregoing facilities collectively, the “Facilities”). The availability of the borrowings under the Facilities is subject to the satisfaction of certain customary conditions, including the consummation of the Merger.

Additionally, the Company engaged affiliates of the Lenders to act as initial purchasers and placement agents for a private placement of up to $400 million of senior unsecured notes (the “Unsecured Notes”). The proceeds of the applicable Facilities and Unsecured Notes (to the extent borrowed or issued on the closing date of the Merger (the "Closing Date") will be used to: (x) finance the Merger; (y) pay the fees, costs and expenses incurred in connection with, among other things, the Merger and the Facilities; and (z) fund the refinancing of substantially all of the Company’s existing long-term debt and credit facilities (such transactions in clauses (x) through (z) being the "Transactions"); provided that the Company's existing 5¾% Senior Notes due 2021 will remain outstanding.

On July 21, 2016, Revlon Escrow Corporation (the “Escrow Issuer”), a wholly owned subsidiary of the Company, priced an offering of $450.0 million aggregate principal amount of 6.25% Senior Notes due 2024 (the “Notes”), the proceeds of which Products Corporation expects will be used, together with $1.8 billion of borrowings under the New Term Loan Facility and $100.0 million of borrowings under the New Revolving Credit Facility, to finance the Transactions. The amount of borrowings under the New Revolving Credit Facility will be subject to changes in working capital requirements and other adjustments. The offering of the Notes is expected to close on August 4, 2016.

The aggregate principal amount of Notes that will be issued represents an increase from the $400.0 million aggregate principal amount of Notes that Products Corporation had originally offered. The amount of cash on hand that the Company had planned to use to finance the Pending Acquisition will be reduced by the amount of additional net proceeds of the Notes, and any remaining net proceeds will be used for general corporate purposes.

At the closing of the offering of the Notes, pursuant to an escrow agreement (the “Escrow Agreement”), the gross proceeds of the Notes, together with interest on the Notes, will be placed in an escrow account until the Closing Date of the Pending Acquisition. Under the Escrow Agreement, the Closing Date may be extended from time to time (subject to the Company or an affiliate funding additional interest through the extended Closing Date into the escrow account), but not later than six months after the initial issuance date of the Notes.

The net proceeds of the Notes will be released from escrow upon the satisfaction of various customary conditions precedent, including completion of the Pending Acquisition. Upon the escrow release: (1) the Escrow Issuer will be merged with and into Products Corporation, with Products Corporation as the surviving corporation, and Products Corporation will assume the Escrow Issuer's obligations under the Notes and the related indenture, (2) Products Corporation's current subsidiaries that guarantee its existing 5¾% Senior Notes will guarantee the Notes and the related indenture (along with the New Term Loan Facility and the New Revolving Credit Facility); and (3) Elizabeth Arden and certain of its subsidiaries will guarantee the Notes and the related indenture (along with the New Term Loan Facility, the New Revolving Credit Facility and the 5¾% Senior Notes).

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~18.~~17. GUARANTOR FINANCIAL INFORMATION

Products ~~Corporation’s 5¾%~~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, ~~(other than~~including Elizabeth Arden and certain ~~immaterial subsidiaries) that also guarantee Products Corporation’s obligations under~~of its ~~Amended Credit Agreements (the “Guarantor Subsidiaries”~~subsidiaries ( the "5.75% Senior Notes Guarantors" and the "6.25% Senior Notes Guarantors," respectively, and together the "Guarantor Subsidiaries").

The following Condensed Consolidating Unaudited Financial Statements present the financial information as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, and for each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015 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 do not guarantee Products ~~Corporation’s 5¾%~~Corporation's 5.75% Senior Notes and 6.25% Senior Notes (the ~~“Non-Guarantor Subsidiaries”~~"Non-Guarantor Subsidiaries") on a stand-alone basis; and (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Unaudited Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted ~~for~~to the applicable share of the ~~subsidiary’s~~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.

Condensed Consolidating Balance Sheets
As of June 30, 2016
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
Cash and cash equivalents $ 61.9
$ 71.4
$ 52.5
$ —
$ 185.8
Trade receivables, less allowances for doubtful accounts 93.9
45.3
129.2
—
268.4
Inventories 92.5
38.0
79.1
—
209.6
Prepaid expenses and other 154.6
6.8
40.1
—
201.5
Intercompany receivables 778.9
451.2
79.2
(1,309.3 ) —
Investment in subsidiaries 576.4
(6.2 ) —
(570.2 ) —
Property, plant and equipment, net 127.4
26.7
62.7
—
216.8
Deferred income taxes 7.2
—
34.5
—
41.7
Goodwill 182.4
30.0
264.3
—
476.7
Intangible assets, net 53.8
152.8
122.3
—
328.9
Other assets 50.6
13.4
25.4
—
89.4
Total assets $ 2,179.6
$ 829.4
$ 889.3
$ (1,879.5 ) $ 2,018.8
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings $ —
$ —
$ 14.1
$ —
$ 14.1
Current portion of long-term debt 6.7
—
0.1
—
6.8
Accounts payable 74.2
28.7
84.7
—
187.6
Accrued expenses and other 134.4
16.5
82.3
—
233.2
Intercompany payables 427.6
461.3
420.4
(1,309.3 ) —
Long-term debt 1,783.1
—
0.5
—
1,783.6
Other long-term liabilities 211.1
5.9
34.0
—
251.0
Total liabilities 2,637.1
512.4
636.1
(1,309.3 ) 2,476.3
Stockholder’s deficiency (457.5 ) 317.0
253.2
(570.2 ) (457.5 )
Total liabilities and stockholder’s deficiency $ 2,179.6
$ 829.4
$ 889.3
$ (1,879.5 ) $ 2,018.8



Condensed Consolidating Balance Sheets
As of March 31, 2017
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated

ASSETS
Cash and cash equivalents	$	0.9		$	5.9		$	114.7	$	—		$	121.5
Trade receivables, less allowances for doubtful accounts	82.9			94.4			198.4		—			375.7
Inventories	113.4			158.4			181.3		—			453.1
Prepaid expenses and other	166.4			21.6			55.1		—			243.1
Intercompany receivables	968.2			824.5			135.8		(1,928.5		)	—
Investment in subsidiaries	1,600.3			15.6			—		(1,615.9		)	—
Property, plant and equipment, net	148.9			79.6			94.2		—			322.7
Deferred income taxes	62.1			(1.3		)	119.1		—			179.9
Goodwill	188.7			264.0			249.2		—			701.9
Intangible assets, net	47.8			147.3			416.7		—			611.8
Other assets	53.4			26.7			28.1		—			108.2
Total assets	$	3,433.0		$	1,636.7		$	1,592.6	$	(3,544.4	)	$	3,117.9
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	11.4	$	—		$	11.4
Current portion of long-term debt	58.9			—			0.1		—			59.0
Accounts payable	109.1			80.0			112.8		—			301.9
Accrued expenses and other	166.6			48.8			130.6		—			346.0
Intercompany payables	741.8			710.7			476.0		(1,928.5		)	—
Long-term debt	2,660.1			—			0.5		—			2,660.6
Other long-term liabilities	227.5			23.6			18.9		—			270.0
Total liabilities	3,964.0			863.1			750.3		(1,928.5		)	3,648.9
Stockholder’s deficiency	(531.0		)	773.6			842.3		(1,615.9		)	(531.0		)
Total liabilities and stockholder’s deficiency	$	3,433.0		$	1,636.7		$	1,592.6	$	(3,544.4	)	$	3,117.9

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Balance Sheets
As of December 31, 2015
(as adjusted)
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
Cash and cash equivalents $ 141.5
$ 93.0
$ 92.4
$ —
$ 326.9
Trade receivables, less allowances for doubtful accounts 79.7
44.5
120.7
—
244.9
Inventories 88.1
34.5
61.2
—
183.8
Prepaid expenses and other 136.9
3.3
30.5
—
170.7
Intercompany receivables 692.1
366.5
95.2
(1,153.8 ) —
Investment in subsidiaries 591.0
16.3
—
(607.3 ) —
Property, plant and equipment, net 124.8
28.1
62.4
—
215.3
Deferred income taxes 5.8
—
44.0
—
49.8
Goodwill 182.4
30.0
257.3
—
469.7
Intangible assets, net 56.6
156.7
104.7
—
318.0
Other assets 49.4
9.6
25.1
—
84.1
Total assets $ 2,148.3
$ 782.5
$ 893.5
$ (1,761.1 ) $ 2,063.2
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings $ —
$ —
$ 11.3
$ —
$ 11.3
Current portion of long-term debt 29.9
—
0.1
—
30.0
Accounts payable 85.3
29.2
86.8
—
201.3
Accrued expenses and other 175.1
18.9
78.4
—
272.4
Intercompany payables 360.4
401.0
392.4
(1,153.8 ) —
Long-term debt 1,783.2
—
0.5
—
1,783.7
Other long-term liabilities 206.0
0.8
49.3
—
256.1
Total liabilities 2,639.9
449.9
618.8
(1,153.8 ) 2,554.8
Stockholder's deficiency (491.6 ) 332.6
274.7
(607.3 ) (491.6 )
Total liabilities and stockholder’s deficiency

2,148.3
782.5
893.5
(1,761.1 ) 2,063.2



Condensed Consolidating Balance Sheets
As of December 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated

ASSETS
Cash and cash equivalents	$	20.0		$	34.3		$	132.5	$	—		$	186.8
Trade receivables, less allowances for doubtful accounts	104.6			104.8			214.5		—			423.9
Inventories	96.8			150.5			177.3		—			424.6
Prepaid expenses and other	155.3			15.1			47.2		—			217.6
Intercompany receivables	790.1			635.7			127.8		(1,553.6		)	—
Investment in subsidiaries	1,610.1			3.0			—		(1,613.1		)	—
Property, plant and equipment, net	142.1			84.0			94.4		—			320.5
Deferred income taxes	26.2			(1.1		)	111.0		—			136.1
Goodwill	188.7			251.7			249.1		—			689.5
Intangible assets, net	49.0			149.1			438.5		—			636.6
Other assets	50.8			29.4			22.9		—			103.1
Total assets	$	3,233.7		$	1,456.5		$	1,615.2	$	(3,166.7	)	$	3,138.7
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	10.8	$	—		$	10.8
Current portion of long-term debt	18.0			—			0.1		—			18.1
Accounts payable	99.7			90.7			106.5		—			296.9
Accrued expenses and other	183.0			63.5			136.2		—			382.7
Intercompany payables	554.5			530.9			468.2		(1,553.6		)	—
Long-term debt	2,662.6			—			0.5		—			2,663.1
Other long-term liabilities	222.7			20.3			30.9		—			273.9
Total liabilities	3,740.5			705.4			753.2		(1,553.6		)	3,645.5
Stockholder’s deficiency	(506.8		)	751.1			862.0		(1,613.1		)	(506.8		)
Total liabilities and stockholder’s deficiency	$	3,233.7		$	1,456.5		$	1,615.2	$	(3,166.7	)	$	3,138.7

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Income and Comprehensive Income
For the Three Months Ended June 30, 2016
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 229.4
$ 85.6
$ 187.8
$ (13.9 ) $ 488.9
Cost of sales 83.0
31.8
70.6
(13.9 ) 171.5
Gross profit 146.4
53.8
117.2
—
317.4
Selling, general and administrative expenses 123.7
37.2
95.9
—
256.8
Acquisition and integration costs 5.2
—
0.3
—
5.5
Restructuring charges and other, net (0.2 ) 0.1
0.6
—
0.5
Operating income 17.7
16.5
20.4
—
54.6
Other expenses (income):
Intercompany interest, net (2.0 ) (0.2 ) 2.2
—
—
Interest expense 20.7
—
0.2
—
20.9
Amortization of debt issuance costs 1.4
—
—
—
1.4
Foreign currency losses (gains), net 1.8
(0.6 ) 7.3
—
8.5
Miscellaneous, net (12.5 ) (3.2 ) 15.9
—
0.2
Other expenses (income), net 9.4
(4.0 ) 25.6
—
31.0
Income (loss) from continuing operations before income taxes 8.3
20.5
(5.2 ) —
23.6
(Benefit from) provision for income taxes (3.8 ) 12.8
2.8
—
11.8
Income (loss) from continuing operations 12.1
7.7
(8.0 ) —
11.8
Loss from discontinued operations, net of taxes —
—
(2.5 ) —
(2.5 )
Equity in loss of subsidiaries (2.8 ) (6.2 ) —
9.0
—
Net income (loss) $ 9.3
$ 1.5
$ (10.5 ) $ 9.0
$ 9.3
Other comprehensive income (loss) 4.8
(3.1 ) (5.4 ) 8.5
4.8
Total comprehensive income (loss) $ 14.1
$ (1.6 ) $ (15.9 ) $ 17.5
$ 14.1



Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Three months ended March 31, 2017
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	161.9		$	162.3		$	271.8		$	(1.1	)	$	594.9
Cost of sales	63.2			77.3			125.7			(1.1		)	265.1
Gross profit	98.7			85.0			146.1			—			329.8
Selling, general and administrative expenses	118.8			84.2			148.2			—			351.2
Acquisition and integration costs	16.2			0.8			0.5			—			17.5
Restructuring charges and other, net	(2.3		)	1.5			2.0			—			1.2
Operating loss	(34.0		)	(1.5		)	(4.6		)	—			(40.1		)
Other expense (income):
Intercompany interest, net	(2.0		)	0.3			1.7			—			—
Interest expense	34.9			—			0.1			—			35.0
Amortization of debt issuance costs	2.2			—			—			—			2.2
Foreign currency (gains) losses, net	(0.5		)	0.4			(4.2		)	—			(4.3		)
Miscellaneous, net	(23.0		)	0.1			24.1			—			1.2
Other expenses, net	11.6			0.8			21.7			—			34.1

Loss from continuing operations before income taxes	(45.6		)	(2.3		)	(26.3		)	—			(74.2		)
(Benefit from) provision for income taxes	(37.6		)	0.3			(0.8		)	—			(38.1		)
Loss from continuing operations, net of taxes	(8.0		)	(2.6		)	(25.5		)	—			(36.1		)
Income from discontinued operations, net of taxes	—			—			0.3			—			0.3
Equity in (loss) income of subsidiaries	$	(27.8	)	$	2.3		$	—		$	25.5		$	—
Net loss	$	(35.8	)	$	(0.3	)	$	(25.2	)	$	25.5		$	(35.8	)
Other comprehensive income (loss)	9.9			(3.5		)	2.8			0.7			9.9
Total comprehensive loss	$	(25.9	)	$	(3.8	)	$	(22.4	)	$	26.2		$	(25.9	)

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Income and Comprehensive Income
For the Three Months Ended June 30, 2015
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 268.4
$ 85.3
$ 178.6
$ (49.9 ) $ 482.4
Cost of sales 114.4
33.0
63.8
(49.9 ) 161.3
Gross profit 154.0
52.3
114.8
—
321.1
Selling, general and administrative expenses 119.3
40.2
97.4
—
256.9
Acquisition and integration costs 4.7
—
—
—
4.7
Restructuring charges and other, net (0.7 ) 0.6
—
(3.5 ) —
(3.6 )
Operating income 30.7
11.5
20.9
—
63.1
Other expenses (income):
Intercompany interest, net (2.1 ) —
2.1
—
—
Interest expense 20.3
—
0.2
—
20.5
Amortization of debt issuance costs 1.4
—
—
—
1.4
Foreign currency (gains), net (1.4 ) —
(6.5 ) —
(7.9 )
Miscellaneous, net 11.4
(2.9 ) (8.3 ) —
0.2
Other expenses (income), net 29.6
(2.9 ) (12.5 ) —
14.2
Income from continuing operations before income taxes 1.1
14.4
33.4
—
48.9
Provision for income taxes 9.5
9.5
2.4
—
21.4
Loss (income) from continuing operations (8.4 ) 4.9
31.0
—
27.5
Income from discontinued operations, net of taxes —
—
—
—
—
Equity in loss of subsidiaries 35.9
22.6
—
(58.5 ) —
Net income $ 27.5
$ 27.5
$ 31.0
$ (58.5 ) $ 27.5
Other comprehensive income (loss) 2.5
(1.8 ) 1.8
—
2.5
Total comprehensive income $ 30.0
$ 25.7
$ 32.8
$ (58.5 ) $ 30.0



Condensed Consolidating Statements of Operations and Comprehensive Income
Three months ended March 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	198.7		$	83.0		$	158.2		$	(0.3	)	$	439.6
Cost of sales	62.2			30.4			61.6			(0.3		)	153.9
Gross profit	136.5			52.6			96.6			—			285.7
Selling, general and administrative expenses	124.0			35.6			86.2			—			245.8
Acquisition and integration costs	0.4			—			0.1			—			0.5
Restructuring charges and other, net	0.2			0.6			0.5			—			1.3
Operating income	11.9			16.4			9.8			—			38.1
Other (income) expenses:
Intercompany interest, net	(2.3		)	0.3			2.0			—			—
Interest expense	20.9			—			0.1			—			21.0
Amortization of debt issuance costs	1.5			—			—			—			1.5
Foreign currency losses (gains), net	0.3			0.3			(4.0		)	—			(3.4		)
Miscellaneous, net	(22.2		)	7.0			15.5			—			0.3
Other (income) expenses, net	(1.8		)	7.6			13.6			—			19.4
Income (loss) from continuing operations before income taxes	13.7			8.8			(3.8		)	—			18.7
(Benefit from) provision for income taxes	(4.7		)	13.4			(2.6		)	—			6.1
Income (loss) from continuing operations	18.4			(4.6		)	(1.2		)	—			12.6
Income from discontinued operations, net of taxes	—			—			0.4			—			0.4
Equity in (loss) income of subsidiaries	(5.4		)	(5.9		)	—			11.3			—
Net income (loss)	$	13.0		$	(10.5	)	$	(0.8	)	$	11.3		$	13.0
Other comprehensive income (loss)	3.6			(4.4		)	(2.8		)	7.2			3.6
Total comprehensive income (loss)	$	16.6		$	(14.9	)	$	(3.6	)	$	18.5		$	16.6

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Income and Comprehensive Income
For the Six Months Ended June 30, 2016
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 428.1
$ 168.6
$ 346.0
$ (14.2 ) $ 928.5
Cost of sales 145.2
62.2
132.2
(14.2 ) 325.4
Gross profit 282.9
106.4
213.8
—
603.1
Selling, general and administrative expenses 247.7
72.8
182.1
—
502.6
Acquisition and integration costs 5.6
—
0.4
—
6.0
Restructuring charges and other, net —
0.7
1.1
—
1.8
Operating income 29.6
32.9
30.2
—
92.7
Other expenses (income):
Intercompany interest, net (4.3 ) 0.1
4.2
—
—
Interest expense 41.6
—
0.3
—
41.9
Amortization of debt issuance costs 2.9
—
—
—
2.9
Foreign currency losses (gains), net 2.1
(0.3 ) 3.3
—
5.1
Miscellaneous, net (34.7 ) 3.8
31.4
—
0.5
Other expenses, net 7.6
3.6
39.2
—
50.4
Income (loss) from continuing operations before income taxes 22.0
29.3
(9.0 ) —
42.3
(Benefit from) provision for income taxes (8.5 ) 26.2
0.2
—
17.9
Income (loss) from continuing operations 30.5
3.1
(9.2 ) —
24.4
Loss from discontinued operations, net of taxes —
—
(2.1 ) —
(2.1 )
Equity in loss of subsidiaries (8.2 ) (12.1 ) —
20.3
—
Net income (loss) $ 22.3
$ (9.0 ) $ (11.3 ) $ 20.3
$ 22.3
Other comprehensive income (loss) 8.4
(7.5 ) (8.2 ) 15.7
8.4
Total comprehensive income (loss) $ 30.7
$ (16.5 ) $ (19.5 ) $ 36.0
$ 30.7



Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31, 2017
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities	$	(41.3	)	$	(27.1	)	$	(17.2	)	$	—	$	(85.6	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	(11.0		)	(0.6		)	(3.8		)	—		(15.4		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(0.7		)	(0.7		)	(2.0		)	—		(3.4		)
Repayments under the 2016 Term Loan Facility	(4.5		)	—			—			—		(4.5		)
Net borrowings under the 2016 Revolving Credit Facility	40.9			—			—			—		40.9
Payment of financing costs	(0.8		)	—			—			—		(0.8		)
Tax withholdings related to net share settlements of restricted stock units and awards	(1.4		)	—			—			—		(1.4		)
Other financing activities	(0.3		)	—			(0.1		)	—		(0.4		)
Net cash provided by (used in) financing activities	33.2			(0.7		)	(2.1		)	—		30.4
Effect of exchange rate changes on cash and cash equivalents	—			—			5.3			—		5.3
Net decrease in cash and cash equivalents	(19.1		)	(28.4		)	(17.8		)	—		(65.3		)
Cash and cash equivalents at beginning of period	$	20.0		$	34.3		$	132.5		$	—	$	186.8
Cash and cash equivalents at end of period	$	0.9		$	5.9		$	114.7		$	—	$	121.5

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Income and Comprehensive Income
For the Six Months Ended June 30, 2015
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net Sales $ 511.8
$ 166.3
$ 334.8
$ (92.0 ) $ 920.9
Cost of sales 215.6
60.7
119.3
(92.0 ) 303.6
Gross profit 296.2
105.6
215.5
—
617.3
Selling, general and administrative expenses 245.8
68.8
189.2
—
503.8
Acquisition and integration costs 5.9
—
—
—
5.9
Restructuring charges and other, net (0.5 ) 0.7
(3.3 ) —
(3.1 )
Operating income 45.0
36.1
29.6
—
110.7
Other expenses (income):
Intercompany interest, net (4.1 ) (0.1 ) 4.2
—
—
Interest expense 40.3
—
0.2
—
40.5
Amortization of debt issuance costs 2.8
—
—
—
2.8
Foreign currency (gains) losses, net (1.2 ) (0.5 ) 9.7
—
8.0
Miscellaneous, net (6.2 ) (1.4 ) 7.8
—
0.2
Other expenses (income), net 31.6
(2.0 ) 21.9
—
51.5
Income from continuing operations before income taxes 13.4
38.1
7.7
—
59.2
Provision for income taxes 11.0
18.1
1.9
—
31.0
Income from continuing operations 2.4
20.0
5.8
—
28.2
Loss from discontinued operations, net of taxes —
—
(0.1 ) —
(0.1 )
Equity in loss of subsidiaries 25.7
12.4
—
(38.1 ) —
Net income $ 28.1
$ 32.4
$ 5.7
$ (38.1 ) $ 28.1
Other comprehensive loss (11.1 ) (2.8 ) (13.3 ) 16.1
(11.1 )
Total comprehensive income (loss) $ 17.0
$ 29.6
$ (7.6 ) $ (22.0 ) $ 17.0

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2016
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities $ (27.2 ) $ (20.4 ) $ (9.6 ) $ —
$ (57.2 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (13.2 ) (1.2 ) (4.2 ) —
(18.6 )
Business acquisition —
—
(29.2 ) —
(29.2 )
Proceeds from the sale of certain assets —
0.4
—
—
0.4
Net cash used in investing activities (13.2 ) (0.8 ) (33.4 ) —
(47.4 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft (11.2 ) —
2.8
—
(8.4 )
Repayments under the Acquisition Term Loan (15.1 ) —
—
—
(15.1 )
Prepayments under the 2011 Term Loan (11.5 ) —
—
—
(11.5 )
Other financing activities (1.4 ) —
(0.2 ) —
(1.6 )
Net cash (used in) provided by financing activities (39.2 ) —
2.6
—
(36.6 )
Effect of exchange rate changes on cash and cash equivalents —
(0.4 ) 0.5
—
0.1
Net decrease in cash and cash equivalents (79.6 ) (21.6 ) (39.9 ) —
(141.1 )
Cash and cash equivalents at beginning of period $ 141.5
$ 93.0
$ 92.4
$ —
$ 326.9
Cash and cash equivalents at end of period $ 61.9
$ 71.4
$ 52.5
$ —
$ 185.8

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Condensed Consolidating Statements of Cash Flows
Six Months Ended June 30, 2015
Products Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities $ (1.7 ) $ (0.3 ) $ 4.5
$ —
$ 2.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10.6 ) (2.5 ) (4.1 ) —
(17.2 )
Business acquisition, net of cash acquired —
—
(34.2 ) —
(34.2 )
Proceeds from the sale of certain assets 0.4
1.5
0.1
—
2.0
Net cash used in investing activities (10.2 ) (1.0 ) (38.2 ) —
(49.4 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft 4.0
—
2.6
—
6.6
Repayments under the Acquisition Term Loan (15.9 ) —
—
—
(15.9 )
Prepayments under the 2011 Term Loan (12.1 ) —
—
—
(12.1 )
Other financing activities (1.9 ) —
(0.2 ) —
(2.1 )
Net cash (used in) provided by financing activities (25.9 ) —
2.4
—
(23.5 )
Effect of exchange rate changes on cash and cash equivalents —
—
(5.9 ) —
(5.9 )
Net decrease in cash and cash equivalents (37.8 ) (1.3 ) (37.2 ) —
(76.3 )
Cash and cash equivalents at beginning of period $ 104.2
$ 88.1
$ 83.0
$ —
$ 275.3
Cash and cash equivalents at end of period $ 66.4
$ 86.8
$ 45.8
$ —
$ 199.0



Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities	$	(49.5	)	$	(27.8	)	$	(22.5	)	$	—	$	(99.8	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(5.4		)	(0.4		)	(1.6		)	—		(7.4		)
Proceeds from the sale of certain assets	—			0.4			—			—		0.4
Net cash used in investing activities	(5.4		)	—			(1.6		)	—		(7.0		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft	(10.8		)	—			0.2			—		(10.6		)
Repayments under the Acquisition Term Loan	(13.4		)	—			—			—		(13.4		)
Prepayments under the 2011 Term Loan	(11.5		)	—			—			—		(11.5		)
Tax withholdings related to net share settlements of restricted stock units and awards	(2.6		)	—			—			—		(2.6		)
Other financing activities	(0.8		)	—			(0.1		)	—		(0.9		)
Net cash (used in) provided by financing activities	(39.1		)	—			0.1			—		(39.0		)
Effect of exchange rate changes on cash and cash equivalents	—			(0.1		)	1.2			—		1.1
Net decrease in cash and cash equivalents	(94.0		)	(27.9		)	(22.8		)	—		(144.7		)
Cash and cash equivalents at beginning of period	$	141.5		$	93.0		$	92.4		$	—	$	326.9
Cash and cash equivalents at end of period	$	47.5		$	65.1		$	69.6		$	—	$	182.2

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

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

Overview

Overview of the Business

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

The Company operates in ~~three~~four segments: the consumer division (“Consumer”); the professional division (“Professional”); Elizabeth Arden; and ~~Other (as described below).~~Other. 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 ~~fragrances, skincare~~ and other beauty care products. ~~Effective~~

On September 7, 2016 (the "Acquisition Date"), the Company completed the acquisition of Elizabeth Arden (the “Elizabeth Arden Acquisition”). The results of operations for the Elizabeth Arden business are presented in the ~~second quarter of 2015,~~Elizabeth Arden segment and are included in the ~~Company has a third reporting segment, Other, which includes~~Company’s Consolidated Financial Statements commencing on the operating results of certain brands that our chief operating decision maker reviews on a stand-alone basis. The results included within the Other segment include the operating results and purchase accounting for the Company's April 2015 CBB Acquisition. The results included within the Other segment are not materialAcquisition Date. Refer to Note 2, "Business Combinations," to the ~~Company's consolidated results of operations.~~Unaudited Consolidated Financial Statements in this Form 10-Q for further details related to the Elizabeth Arden Acquisition.

The Company's Business Strategy for Value Creation

Our ~~strategic goal~~strategy is ~~to optimize the market and financial performance~~based on three key pillars:

Strengthen Our Portfolio of ~~our portfolio of brands and assets. The business strategies that the Company employs include:~~

~~Building Our Strong~~ Brands.The Company intends to continue ~~building its strong brands by focusing on innovative, high-quality, consumer-preferred brand offerings, effective consumer brand communication, appropriate levels of targeted advertising~~to develop the leadership and ~~promotion~~aspiration for our flagship brands; Revlon, Elizabeth Arden and ~~timely execution with our retail partners.~~

~~Driving Innovation.~~The global beauty industry is characterized by a high degree of differentiated innovation, which is one of the pillars of the Company's planned growth and a primary focus operationally. The Company's innovation strategy centers on creating fewer, bigger and better new product launches across our brands that are relevant, impactful and distinctive.

~~Continuing to Grow Our International Business in High Growth Regions.~~Almay. The Company ~~currently sells its products in approximately 130 countries, and the pending acquisition of Elizabeth Arden will provide greater access~~is continuing to ~~high-growth markets, such as the Asia Pacific region. The Company intends to continue driving growth by strategically entering new territories and expanding within existing territories by~~develop our product offerings across beauty segments with a focus on large and/or fast growing categories. We are leveraging our ~~distribution network~~creativity, insights and ~~penetrating new and existing sales channels.~~

~~Sharing Best Practices and Leveraging Scale~~agility to ~~Drive Margin Profile.The Company continues to generate consistent margins and plans to further drive margins by reducing costs across its supply chain, eliminating overhead redundancies and leveraging purchasing scale.~~

~~Further Developing Our Organizational Capability.~~The Company intends to continue developing its organizational capability through retaining, attracting and rewarding highly capable people and through performance management, development planning, succession planning and training. The Company looksaccelerate innovation to develop trend-relevant and ~~support employees who fit into its innovative culture~~first-of-its kind beauty solutions. We aim to delight our customers with high performing products, superior services and ~~inspire the creative drive~~unique experiences that ~~represents the foundation of our vision and execution of our strategy.~~

~~Growing Through Acquisitions of Businesses or Licenses.The Company seeks to opportunistically acquire brands to complement its core business. The Company believes that our acquisition strategy has been, and~~exceed their expectations. And we will continue to ~~be, successful.~~communicate our brands' heritage, expertise and purpose to create authentic, meaningful and lasting connections with consumers of all ages.

Strategically Expand Consumer's Access to Our Brands. The Company ~~focuses~~is taking steps to ensure that consumers have real-time access to our brands wherever and however they shop for beauty. We are strengthening and diversifying our channels, especially direct to consumer. We are accelerating our development in high-growth channels, with a focus on ~~targets that will~~specialty, e-commerce and m-commerce. Our goal is to continue to win in traditional channels (including mass, drug, selective and department stores) and expand our combined reach into travel retail. The Company is taking actions to strengthen its ~~existing capabilities or help~~position in the ~~Company~~U.S., to ensure our growth base, and expand into ~~new product categories, channels or geographies.~~untapped geographic regions, with a focus on growth in Asia.

Develop a Cost Structure That Fuels Investment in Our Brands. The Company ~~continues~~aims to ~~look opportunistically for additional fragrance licenses~~grow profitably, improve our operating performance and align our strategic investments behind the biggest growth opportunities and innovation that differentiates our brands. We continue to ~~build its fragrance business.~~improve our category mix by shifting toward higher gross margin categories (e.g., skin care and fragrance) and we aim to reduce product returns, markdowns and inventory levels. Our objective is to continue to optimize our resource allocation.

Overview of Net Sales and Earnings Results

Consolidated net sales in the ~~second~~first quarter of ~~2016~~2017 were ~~$488.9~~$594.9 million, an increase of ~~$6.5~~$155.3 million, or ~~1.3%~~35.3%, compared to ~~$482.4~~$439.6 million in the ~~second~~first quarter of ~~2015.~~2016. Excluding the ~~$10.3~~$2.7 million unfavorable impact of foreign currency fluctuations (referred to herein as “FX,” “XFX” or on an "XFX basis"), consolidated net sales increased by ~~$16.8~~$158.0 million, or ~~3.5%~~35.9%, in the ~~second~~first quarter of ~~2016,~~2017, compared to the ~~second~~first quarter of ~~2015.~~2016. The XFX increase in ~~consolidated net sales in~~ the ~~second~~first quarter of ~~2016~~2017 was primarily driven by the inclusion of $192.0 million of net sales as a ~~$14.0~~result of the Elizabeth Arden Acquisition, partially offset by a $29.1 million, or ~~3.9%~~9.1%, ~~increase~~decrease in Consumer segment net sales and a $5.6 million, or 4.9%, decrease in Professional segment net sales.

Consolidated loss from continuing operations, net of taxes, in the first quarter of 2017 was $36.1 million, compared to consolidated income from continuing operations of $12.6 million, net of taxes, in the first quarter of 2016. The $48.7 million decrease in consolidated income from continuing operations, net of taxes, in the first quarter of 2017 was primarily due to:

$105.4 million of higher SG&A expenses, primarily driven by the inclusion of the SG&A expenses of the Elizabeth Arden segment;

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

~~Consumer segment net sales, a $2.1~~$17.0 million ~~or 48.8%,~~ increase in ~~Other segment net sales (as~~acquisition and integration costs, primarily related to the Elizabeth Arden Acquisition; and

a $14.0 million increase in interest expense incurred during the first quarter of 2017 primarily as a result of the ~~April 2015 CBB Acquisition) and a slight increase in Professional segment net sales.~~

~~Consolidated net sales in~~debt-related transactions completed during the first six months of 2016 were $928.5 million, an increase of $7.6 million, or 0.8%, compared to $920.9 million in the first six months of 2015. Excluding the $24.9 million unfavorable impact of foreign currency fluctuations, consolidated net sales increased by $32.5 million, or 3.5%, in the first six months of 2016 compared to the first six months of 2015. The increase in consolidated net sales in the first six months of 2016 was primarily driven by a $22.1 million, or 3.3%, increase in Consumer segment net sales, a $6.6 million, or 153.5%, increase in Other segment net sales (as a result of the April 2015 CBB Acquisition) and a $3.8 million, or 1.6%, increase in Professional segment net sales.

~~Consolidated income from continuing operations, net of taxes, in the second~~third quarter of 2016 in connection with financing the Elizabeth Arden Acquisition and the complete refinancing and repayment of Products Corporation’s then-existing 2011 term loan (the "2011 Term Loan") and 2013 term loan (the "Old Acquisition Term Loan" and together with the 2011 Term Loan, the "Old Term Loan Facility") that was ~~$11.8 million, compared to consolidated income from continuing operations, net~~incurred in connection with completing the October 2013 acquisition of ~~taxes, of $27.5 million in the second quarter of 2015.~~ The ~~$15.7 million decrease in the second quarter of 2016 was primarily due to:~~

$16.4 million of unfavorable variance in foreign currency losses (gains), net, as a result of $8.5 million in foreign currency losses recognized during the second quarter of 2016, as compared to $7.9 million in foreign currency gains, net, recognized during the second quarter of 2015;

a $4.1 million increase in restructuring charges and other, net, which increase is due to $0.5 million of charges incurred during the second quarter of 2016, as compared to net reductions in estimated restructuring costs of $3.6 million during the second quarter of 2015; and

~~$3.7 million of lower gross profit in the second quarter of 2016, primarily due to a $10.2 million increase in cost of sales, partially offset by a $6.5 million increase in net sales;~~Colomer Group Participations, S.L. (the "Colomer Acquisition”);

with the foregoing partially offset by:

a ~~$9.6~~$44.2 million decrease in the provision for income taxes ~~recognized in the second quarter of 2016,~~ primarily due to ~~lower pre-tax income and~~ the ~~phasing of the recognition of income taxes.~~

~~Consolidated income~~pretax loss from continuing operations ~~net of taxes,~~ in the first ~~six months~~quarter of ~~2016 was $24.4 million, compared to $28.2~~2017; and

$44.1 million of ~~consolidated income from continuing operations, net of taxes, in the first six months of 2015. The $3.8 million decrease in the first six months of 2016 was primarily due to:~~

~~$14.2 million of lower~~higher gross profit in the first ~~six months~~quarter of ~~2016,~~2017, primarily due to ~~a $21.8 million increase in cost~~the inclusion of ~~sales,~~gross profit of the Elizabeth Arden segment, partially offset by ~~a $7.6 million increase in net sales;~~lower gross profit within the Consumer and

a $4.9 million increase in restructuring charges and other, net, primarily due to $1.2 million of charges incurred under the 2015 Efficiency Program during the first six months of 2016, as compared to net reductions in estimated restructuring costs of $3.6 million during the second quarter of 2015;

~~with the foregoing partially offset by:~~

~~a $12.8 million decrease in the provision for income taxes recognized in the first six months of 2016, primarily due to lower pre-tax income and the phasing of the recognition of income taxes.~~ Professional segments.

These items are discussed in more detail within "Results of Operations" and within "Financial Condition, Liquidity and Capital Resources" below.

~~Recent Events~~

~~Elizabeth Arden Pending Transactions~~

On June 16, 2016, the Company and Revlon, Inc. entered into the Merger Agreement by and among the Company, Revlon, Inc., Acquisition Sub and Elizabeth Arden, pursuant to which, among other things, Acquisition Sub will merge with and into Elizabeth Arden, with Elizabeth Arden surviving the Merger as a wholly-owned subsidiary of the Company. The Company expects the Merger to close by the end of 2016, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.

~~In connection with the execution of the Merger Agreement, on June 16, 2016, the Company entered into the Debt Commitment~~

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

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

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

Letter with the Lenders. Pursuant to the Debt Commitment Letter, the Lenders have committed to arrange and provide the Company with the Facilities, consisting of: (i) a senior secured term loan facility in an aggregate principal amount of $1.8 billion (the "New Term Loan Facilities"); (ii) a senior secured asset-based revolving credit facility in a principal amount of $400 million; and (iii) to the extent that the proceeds of the Unsecured Notes are not available to consummate the transactions contemplated by the Merger Agreement, up to $400 million of senior unsecured bridge loans under a senior unsecured credit facility. The availability of the borrowings under the Facilities is subject to the satisfaction of certain customary conditions, including the consummation of the Merger.

Additionally, the Company engaged affiliates of the Lenders to act as initial purchasers and placement agents for a private placement of up to $400 million of Unsecured Notes. The proceeds of the applicable Facilities and Unsecured Notes (to the extent borrowed or issued on the Closing Date of the Merger) will be used to: (x) finance the Merger; (y) pay the fees, costs and expenses incurred in connection with, among other things, the Merger and the Facilities; and (z) fund the refinancing of substantially all of the Company’s existing long-term debt and credit facilities (such transactions in clauses (x) through (z) being the "Transactions"); provided that the Company's existing 5¾% Senior Notes due 2021 shall remain outstanding.

On July 21, 2016, the Escrow Issuer, a wholly owned subsidiary of the Company, priced an offering of $450.0 million aggregate principal amount of 6.25% Senior Notes due 2024 (the “Notes”), the proceeds of which Products Corporation expects will be used, together with $1.8 billion of borrowings under the New Term Loan Facility and $100.0 million of borrowings under the New Revolving Credit Facility, to finance the Transactions. The amount of borrowings under the New Revolving Credit Facility will be subject to changes in working capital requirements and other adjustments. The offering of the Notes is expected to close on August 4, 2016.

The net proceeds of the Notes will be released from escrow upon the satisfaction of various customary conditions precedent, including completion of the Pending Acquisition. Upon the escrow release: (1) the Escrow Issuer will be merged with and into Products Corporation, with Products Corporation as the surviving corporation, and Products Corporation will assume the Escrow Issuer's obligations under the Notes and the related indenture; (2) Products Corporation's current subsidiaries that guarantee its existing 5¾% Senior Notes will guarantee the Notes and the related indenture (along with the New Term Loan Facility and the New Revolving Credit Facility); and (3) Elizabeth Arden and certain of its subsidiaries will guarantee the Notes and the related indenture (along with the New Term Loan Facility, the New Revolving Credit Facility and the 5¾% Senior Notes).

~~Acquisition of Cutex International~~

On the Cutex International Acquisition Date, the Company completed the Cutex International Acquisition from Coty Inc. for total cash consideration of $29.1 million. Cutex International primarily operates in Australia and the U.K. Following the Company's October 2015 acquisition of the Cutex business and related assets in the U.S., the Cutex International Acquisition completes the Company's global consolidation of the Cutex brand and enhances and complements the Company's existing brand portfolio of nail care products. The Cutex International results of operations are included in the Company’s Consolidated Financial Statements commencing on the Cutex International Acquisition Date. Pro forma results of operations have not been presented, as the impact of the Cutex International Acquisition on the Company’s consolidated financial results is not material. See Note 2, "Business Combinations," to the Unaudited Consolidated Financial Statements in this Form 10-Q for further details related to the Cutex International Acquisition.

~~2016 Debt Related Transaction~~

~~On February 29, 2016, the Company prepaid $23.2 million~~of indebtedness, representing 50% of its 2015 “excess cash flow” as defined under the Amended Term Loan Agreement, in accordance with the terms of its Amended Term Loan Facility. The prepayment was applied on a ratable basis between the principal amounts outstanding under the 2011 Term Loan and the Acquisition Term Loan. The amount of the prepayment that was applied to the 2011 Term Loan reduced the principal amount outstanding by $11.5 million to $651.4 million (as all amortization payments under the 2011 Term Loan had been paid). The $11.7 million that was applied to the Acquisition Term Loan reduced Products Corporation's future annual amortization payments under the Acquisition Term Loan on a ratable basis from $6.9 million prior to the prepayment to $6.8 million after giving effect to the prepayment and through its maturity on October 8, 2019. See Note 8, "Long-Term Debt," to the Unaudited Consolidated Financial

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

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

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

Statements in this Form 10-Q for further details and "Elizabeth Arden Pending Transactions" above for information related to the financing transactions that are expected to be consummated in connection with the Pending Acquisition.

Operating Segments

The Company ~~primarily~~ operates in ~~three~~four reporting segments: the ~~Consumer segment,~~consumer division (“Consumer”); Elizabeth Arden; the ~~Professional segment~~professional division (“Professional”); and ~~the Other segment:~~Other:

The Consumer segment is comprised of the Company's consumer brands, which primarily include Revlon, Almay, SinfulColors and Pure Ice in color cosmetics; Revlon ColorSilk in women’s hair color; Revlon in beauty tools; and Mitchum in anti-perspirant deodorants. The Company’s principal customers for its consumer products include large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, the Internet/e-commerce, television shopping, department stores, one-stop shopping beauty retailers, specialty cosmetics stores and perfumeries in the U.S. and internationally. The Consumer segment also includes a ~~skincare~~skin care line under the Natural Honey brand and a hair color line under the Llongueras brand (licensed from a third party) sold to large volume retailers and other retailers, primarily in Spain, which were acquired as part of the Colomer ~~Acquisition. In October 2015 and in May 2016, the Company acquired~~ ~~Cutex~~ ~~businesses in the U.S. and in certain international territories and related assets, respectively. The results of operations relating to the sales of~~Acquisition, as well as Cutex nail care products, ~~are included within~~which (combined with other Cutex businesses that the ~~Consumer segment.~~Company acquired in 1998) were acquired as part of the October 2015 and May 2016 acquisitions of the Cutex businesses and related assets in the U.S. (the "Cutex U.S. Acquisition") and in certain international territories (the "Cutex International Acquisition" and together with the Cutex U.S. Acquisition, the "Cutex Acquisitions"), respectively.

The Elizabeth Arden segment includes the operating results of the Elizabeth Arden business and related purchase accounting for the Company's September 2016 Elizabeth Arden Acquisition. Elizabeth Arden is a global prestige beauty products company with an iconic portfolio of prestige fragrance, skin care and cosmetic brands, which includes the Elizabeth Arden skin care brands, color cosmetics and fragrances; designer fragrances such as Juicy Couture, John Varvatos and Wildfox Couture;and heritage fragrances such as Curve, Elizabeth Taylor, Britney Spears and Christina Aguilera.

The Professional segment is comprised primarily of the Company's professional brands, which include Revlon Professional in hair color and hair care; CND-branded products in nail polishes and nail enhancements; and American Crew in men’s grooming products, all of which are sold worldwide to professional salons. The Company’s principal customers for its professional products include hair and nail salons and distributors to professional salons in the U.S. and internationally. The Professional segment also includes a multi-cultural hair care line consisting of Creme of Nature hair care products sold to professional salons, large volume retailers and other retailers, primarily in the U.S.

The Other segment primarily includes the operating results of the CBBeauty Group and certain of its related entities, which the Company acquired in April 2015 (collectively "CBB" and such transaction, the "CBB Acquisition"). CBB develops, ~~manufactures,~~ markets and distributes fragrances and other beauty products under various celebrity, lifestyle and fashion brands licensed from third parties, principally through department stores and selective distribution in international territories. ~~The results included within the Other segment are not material to the Company’s consolidated results of operations.~~

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

(all tabular amounts in millions)

Results of Operations

~~In the tables below, all amounts are in millions and numbers in parentheses ( ) denote unfavorable variances.~~

Consolidated Net Sales:

~~Second quarter results:~~

Consolidated net sales in the second quarter of 2016 were $488.9 million, an increase of $6.5 million, or 1.3%, as compared to $482.4 million in the second quarter of 2015. Excluding the $10.3 million unfavorable impact of foreign currency fluctuations, consolidated net sales increased by $16.8 million, or 3.5%, during the second quarter of 2016.

~~Year-to-date results:~~

Consolidated net sales in the first ~~six months~~quarter of ~~2016~~2017 were ~~$928.5~~$594.9 million, a ~~$7.6~~$155.3 million increase, or ~~0.8%~~35.3%, as compared to ~~$920.9~~$439.6 million in the first ~~six months~~quarter of ~~2015.~~2016. Excluding the ~~$24.9~~$2.7 million unfavorable FX impact, ~~of foreign currency fluctuations,~~ consolidated net sales increased by ~~$32.5~~$158.0 million, or ~~3.5%~~35.9%, during the first ~~six months~~quarter of ~~2016.~~2017. The XFX increase in the first quarter of 2017 was primarily driven by the inclusion of $192.0 million of net sales as a result of the Elizabeth Arden Acquisition; partially offset by a $29.1 million, or 9.1%, decrease in Consumer segment net sales and a $5.6 million, or 4.9%, decrease in Professional segment net sales.

See "Segment Results" below for further discussion.

Segment Results:

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

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

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

value ~~adjustments in the second quarter of 2016 and 2015~~adjustment to inventory acquired in the ~~Cutex International Acquisition and CBB Acquisition, respectively.~~Elizabeth Arden Acquisition. Unallocated corporate expenses primarily include general and administrative expenses related to the corporate organization. These expenses are recorded in unallocated corporate expenses as these items are centrally directed and controlled and are not included in internal measures of segment operating performance. The Company does not have any material inter-segment sales. For a reconciliation of segment profit to income from continuing operations before income taxes, see Note 14, "Segment Data and Related ~~Information"~~Information," to the Unaudited Consolidated Financial Statements in this Form 10-Q.

The following tables provide a comparative summary of the Company's segment results for the three months ended ~~June 30, 2016~~March 31, 2017 and ~~2015:~~

2016:

Net Sales Segment Profit
Three Months Ended June 30, Change
XFX Change ^(a)
Three Months Ended June 30, Change
XFX Change ^(a)
2016 2015 $ % $ % 2016 2015 $ % $ %
Consumer $ 359.5
$ 354.7
$ 4.8
1.4 % $ 14.0
3.9 % $ 81.0
$ 83.8
$ (2.8 ) (3.3 )% $ (2.1 ) (2.5 )%
Professional 123.3
123.4
(0.1 ) (0.1 )% 0.7
0.6 % 24.1
24.3
(0.2 ) (0.8 )% (0.1 ) (0.4 )%
Other 6.1
—
4.3
1.8
41.9 % 2.1
48.8 % 0.1
0.2
(0.1 ) (50.0 )% (0.1 ) (50.0 )%
Total $ 488.9
$ 482.4
$ 6.5
1.3 % $ 16.8
3.5 % $ 105.2
$ 108.3
$ (3.1 ) (2.9 )% $ (2.3 ) (2.1 )%

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

~~The following tables provide a comparative summary of the Company's segment results for the six months ended June 30, 2016 and 2015:~~


	Net Sales													Segment Profit															Net Sales														Segment Profit
	Six Months Ended June 30,					Change				XFX Change ^(a)				Six Months Ended June 30,					Change					XFX Change ^(a)					Three Months Ended March 31,				Change					XFX Change ^(a)					Three Months Ended March 31,						Change					XFX Change ^(a)
	2016			2015		$		%		$		%		2016			2015		$			%		$			%		2017		2016		$			%		$			%		2017			2016			$			%		$			%
Consumer	$	679.5		$	679.0	$	0.5	0.1	%	$	22.1	3.3	%	$	139.4		$	146.0	$	(6.6	)	(4.5	)%	$	(5.0	)	(3.4	)%	$	290.4	$	320.0	$	(29.6	)	(9.3	)%	$	(29.1	)	(9.1	)%	$	32.9		$	58.4		$	(25.5	)	(43.7	)%	$	(25.8	)	(44.2	)%
Elizabeth Arden																													192.0		—		192.0			N.M.		192.0			N.M.		14.3			—			14.3			N.M.		14.3			N.M.
Professional	238.4			237.6		0.8		0.3	%	3.8		1.6	%	49.7			53.5		(3.8		)	(7.1	)%	(3.8		)	(7.1	)%	108.0		115.1		(7.1		)	(6.2	)%	(5.6		)	(4.9	)%	16.1			25.6			(9.5		)	(37.1	)%	(9.5		)	(37.1	)%
Other	10.6		—	4.3		6.3		146.5	%	6.6		153.5	%	(0.8		)	0.2		(1.0		)	(500.0	)%	(1.0		)	(500.0	)%	4.5		4.5		—			—	%	0.7			15.6	%	(1.3		)	(0.9		)	(0.4		)	(44.4	)%	(0.6		)	(66.7	)%
Total	$	928.5		$	920.9	$	7.6	0.8	%	$	32.5	3.5	%	$	188.3		$	199.7	$	(11.4	)	(5.7	)%	$	(9.8	)	(4.9	)%	$	594.9	$	439.6	$	155.3		35.3	%	$	158.0		35.9	%	$	62.0		$	83.1		$	(21.1	)	(25.4	)%	$	(21.6	)	(26.0	)%

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

Consumer Segment

~~Second quarter results:~~

Consumer segment net sales in the ~~second~~first quarter of ~~2016~~2017 were ~~$359.5~~$290.4 million, a ~~$4.8~~$29.6 million ~~increase,~~ or ~~1.4%,~~9.3% decrease, compared to ~~$354.7~~$320.0 million in the ~~second~~first quarter of ~~2015.~~2016. Excluding the ~~$9.2~~$0.5 million unfavorable FX impact, ~~of foreign currency fluctuations (referred to herein as on an "XFX basis"),~~ total Consumer net sales ~~increased~~in the first quarter of 2017 decreased by ~~$14.0~~$29.1 million, or ~~3.9%~~9.1%, ~~in the second quarter of 2016,~~ compared to the ~~second~~first quarter of ~~2015.~~2016. This ~~increase~~decrease was primarily driven by ~~higher~~continuing consumption declines in core beauty categories in the mass retail channel in North America, which had a negative impact on net sales of Revlon color cosmetics, ~~SinfulColors~~Almay color cosmetics, ~~Mitchum~~ SinfulColors color cosmetics and Mitchumanti-perspirant deodorant ~~products and~~products. These declines were partially offset by the launch of ~~Cutex~~CND Vinylux nail products ~~partially offset by lower~~in select mass-retailers. Net sales in the first quarter of 2017 declined for both SinfulColors color cosmetics and Mitchum anti-perspirant deodorant productsas a result of new product launches in the first quarter of 2016, without a comparable launch in the first quarter of 2017. The decline in net sales of ~~Almay~~Revlon color ~~cosmetics.~~cosmetics in the North America mass channel was partially offset by the brand's strong sales growth internationally.

Consumer segment profit in the ~~second~~first quarter of ~~2016~~2017 was ~~$81.0~~$32.9 million, a ~~$2.8~~$25.5 million, or 43.7%, decrease, ~~or 3.3%,~~as compared to ~~$83.8~~$58.4 million in the ~~second~~first quarter of ~~2015.~~2016. Excluding the ~~$0.7~~$0.3 million ~~unfavorable~~favorable FX impact, ~~of foreign currency fluctuations,~~ Consumer segment profit ~~decreased by $2.1 million, or 2.5%,~~ in the second quarter of 2016, compared to the second quarter of 2015. This decrease was primarily driven by the unfavorable impact of product mix and the impact of foreign currency transaction within cost of sales.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

~~Year-to-date results:~~

~~Consumer segment net sales in the~~ first ~~six months~~quarter of 2016 were $679.5 million, a $0.5 million increase, or 0.1%, compared to $679.0 million in the first six months of 2015. Excluding the $21.6 million unfavorable impact of foreign currency fluctuations, total Consumer net sales increased2017 decreased by ~~$22.1~~$25.8 million, or ~~3.3%~~44.2%, ~~in the first six months of 2016,~~ compared to the first ~~six months~~quarter of ~~2015. This increase was primarily driven by higher net sales of~~ ~~Cutex~~ ~~nail products,~~ ~~SinfulColors~~ ~~color cosmetics and~~ ~~Mitchum~~ ~~anti-perspirant deodorant products, partially offset by lower net sales of~~ ~~Almay~~ ~~color cosmetics.~~

Consumer segment profit in the first six months of 2016 was $139.4 million, a $6.6 million decrease, or 4.5%, compared to $146.0 million in the first six months of 2015. Excluding the $1.6 million unfavorable impact of foreign currency fluctuations, Consumer segment profit decreased by $5.0 million, or 3.4%, in the first six months of 2016, compared to the first six months of 2015.2016. This decrease was primarily driven by lower gross profit as a result of t~~he unfavorable impact~~declines in net sales in North America.

Elizabeth Arden Segment

The Elizabeth Arden segment is comprised of ~~product mix~~the operations that the Company acquired in the Elizabeth Arden Acquisition, which closed on September 7, 2016. Therefore, an analysis of net sales and segment profit for the ~~impact~~Elizabeth Arden segment for the first quarter of ~~foreign currency transaction within cost of sales.~~2017 is not included in this Form 10-Q, as the Company does not have any comparable prior period net sales or segment profit for the Elizabeth Arden segment.

Professional Segment

~~Second quarter results:~~

Professional segment net sales in the ~~second~~first quarter of ~~2016~~2017 were ~~$123.3~~$108.0 million, a ~~$0.1~~$7.1 million, or 6.2%, decrease, ~~or 0.1%,~~as compared to ~~$123.4~~$115.1 million in the ~~second~~first quarter of ~~2015.~~2016. Excluding the ~~$0.8~~$1.5 million ~~favorable~~unfavorable FX impact, ~~of foreign currency fluctuations,~~ total Professional net sales ~~increased by $0.7 million~~ in the ~~second~~first quarter of ~~2016,~~2017 decreased by $5.6 million, or 4.9%, as compared to the ~~second~~first quarter of ~~2015.~~2016. This ~~increase~~decrease was driven primarily ~~due to~~by continued net sales declines of CND nail products and lower net sales of American Crew men's grooming products, as a result of the timing of shipments. These net sales declines were partially offset by higher net sales of Revlon Professional hair products, ~~and~~including the ~~American Crew~~ ~~men’s grooming products throughout the international region, mostly offset by lower net sales of~~ ~~CND~~ ~~nail products due to the timing of product launches.~~

Professional segment profit in the second quarter of 2016 was $24.1 million, a $0.2 million decrease, or 0.8%, compared to $24.3 million in the second quarter of 2015. Excluding the $0.1 million unfavorable impact of foreign currency fluctuations, Professional segment profit decreased by $0.1 million in the second quarter of 2016, compared to the second quarter of 2015, essentially flat.

~~Year-to-date results:~~

Professional segment net sales in the first six months of 2016 were $238.4 million, a $0.8 million increase, or 0.3%, compared to $237.6 million in the first six months of 2015. Excluding the $3.0 million unfavorable impact of foreign currency fluctuations, total Professional net sales increased by $3.8 million in the first six months of 2016, compared to the first six months of 2015. This increase was primarily as a result of higher net sales of ~~Revlon Professional~~Be Fabulous hair ~~products~~care range and ~~American Crew~~Revlonissimo ~~men’s grooming products, partially offset by lower net sales of~~ ~~CND~~ ~~nail products within the U.S. and International region.~~professional hair color.

Professional segment profit in the first ~~six months~~quarter of ~~2016~~2017 was ~~$49.7~~$16.1 million, a ~~$3.8~~$9.5 million, or 37.1%, decrease, ~~or 7.1%,~~as compared to ~~$53.5~~$25.6 million in the first ~~six months~~quarter of ~~2015. This decrease was~~2016, primarily ~~due to a $3.0 million gain related to the sale~~driven by lower net sales, as well as increases in cost of ~~certain non-core assets that was recognized in the first six months of 2015.~~goods sold driven by less overhead absorption and unfavorable product mix.

Geographic Results:

In connection with changes that the organization made to its management reporting structure following the Elizabeth Arden Acquisition, beginning with the third quarter of 2016, the Company has combined its former U.S., Canada and Puerto Rico operating regions into the North America region for reporting purposes. The Company has modified its net sales discussion to conform to management's procedures for reviewing the business, and, accordingly, the amounts for the first quarter of 2016 have been restated to conform to this presentation.

The following tables provide a comparative summary of the Company's net sales by region for the three months ended March 31, 2017 and 2016:



	Three Months Ended March 31,				Change					XFX Change ^(a)
	2017		2016		$			%		$			%
Consumer
North America	$	175.3	$	214.8	$	(39.5	)	(18.4	)%	$	(39.9	)	(18.6	)%
International	115.1		105.2		9.9			9.4	%	10.8			10.3	%
Elizabeth Arden
North America	$	100.1	$	—	$	100.1		N.M.		$	100.1		N.M.
International	91.9		—		91.9			N.M.		91.9			N.M.
Professional
North America	$	43.5	$	53.6	$	(10.1	)	(18.8	)%	$	(10.3	)	(19.2	)%
International	64.5		61.5		3.0			4.9	%	4.7			7.6	%
Other
North America	$	—	$	—	$	—		—	%	$	—		—	%
International	4.5		4.5		—			—	%	0.7			15.6	%
Total Net Sales	$	594.9	$	439.6	$	155.3		35.3	%	$	158.0		35.9	%

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

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

~~Geographic Results:~~

~~The following tables provide a comparative summary of the Company's net sales by region for the three months ended June 30, 2016 and 2015:~~

Three Months Ended June 30,

Change
XFX Change ^(a)
2016 2015 $ % $ %
Consumer
United States $ 218.3
$ 221.1
$ (2.8 ) (1.3 )% $ (2.8 ) (1.3 )%
International 141.2
133.6
7.6
5.7 % 16.8
12.6 %
Professional
United States $ 44.7
$ 45.9
$ (1.2 ) (2.6 )% $ (1.2 ) (2.6 )%
International 78.6
77.5
1.1
1.4 % 1.9
2.5 %
Other
United States $ —
$ —
$ —
N.M.
$ —
N.M
International 6.1
4.3
1.8
41.9 % 2.1
48.8 %
Total Net Sales $ 488.9
$ 482.4
$ 6.5
1.3 % $ 16.8
3.5 %

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

~~The following tables provide a comparative summary of the Company's net sales by region for the six months ended June 30, 2016 and 2015:~~

Six Months Ended June 30,

Change
XFX Change ^(a)
2016 2015 $ % $ %
Consumer
United States $ 418.8
$ 422.7
$ (3.9 ) (0.9 )% $ (3.9 ) (0.9 )%
International 260.7
256.3
4.4
1.7 % 26.0
10.1 %
Professional
United States $ 91.9
$ 88.7
$ 3.2
3.6 % $ 3.2
3.6 %
International 146.5
148.9
(2.4 ) (1.6 )% 0.6
0.4 %
Other
United States $ —
$ —
$ —
N.M.
$ —
N.M.
International 10.6
4.3
6.3
146.5 % 6.6
153.5 %
Total Net Sales $ 928.5
$ 920.9
$ 7.6
0.8 % $ 32.5
3.5 %

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

Consumer Segment

~~Second quarter results:~~

~~United States~~North America

In ~~the~~North America, Consumer segment ~~U.S.~~ net sales in the ~~second~~first quarter of ~~2016~~2017 decreased by ~~$2.8~~$39.5 million, or ~~1.3%~~18.4%, to ~~$218.3~~$175.3 million, as compared to ~~$221.1~~$214.8 million in the ~~second~~first quarter of ~~2015.~~2016. Excluding the $0.4 million favorable FX impact, Consumer segment net sales in North America in the first quarter of 2017 decreased by $39.9 million, or 18.6%, as compared to the first quarter of 2016. This decrease was primarily due to declines in the U.S. mass retail channel driven by ~~lower~~continuing declines in consumption across several beauty categories, in addition to increased promotional spending. The net sales ofRevlon color cosmetics, Almay color cosmetics and ~~Revlon ColorSilk~~SinfulColors ~~hair~~ color cosmetics all declined in the first quarter of 2017 compared to the first quarter of 2016. These decreases were partially offset by ~~higher net sales~~the Company's launch in the first quarter of 2017 of ~~Cutex~~CNDVinylux nail products ~~and~~ ~~Revlon~~ ~~beauty tools.~~in select mass-retailers.

International

InInternationally, Consumer segment net sales in the first quarter of 2017 increased by $9.9 million, or 9.4%, to $115.1 million, as compared to $105.2 million in the first quarter of 2016. Excluding the $0.9 million unfavorable FX impact, Consumer segment International net sales in the ~~second~~first quarter of ~~2016~~2017 increased by ~~$7.6~~$10.8 million, or ~~5.7%~~10.3%, to $141.2 million, as compared to $133.6 million in the second quarter of 2015. Excluding the $9.2 million unfavorable impact of foreign currency fluctuations, International net sales increased by $16.8 million, or 12.6%, in the second quarter of 2016, as compared to the ~~second~~first quarter of ~~2015.~~2016. This increase was ~~primarily~~ driven by higher net sales of Revlon color cosmetics and the expansion of the Cutex nail care product line. From a geographic perspective, the increase in International net sales was mainly driven by Japan, Australia and Hong Kong, in line with the Company’s strategy to increase investment and expansion in faster growing regions.

Elizabeth Arden Segment

The Elizabeth Arden segment is comprised of the operations that the Company acquired in the Elizabeth Arden Acquisition, which closed on September 7, 2016. Therefore, an analysis of net sales and segment profit for the Elizabeth Arden segment for the first quarter of 2017 is not included in this Form 10-Q, as the Company does not have any comparable prior period net sales or segment profit for the Elizabeth Arden segment.

Professional Segment

North America

In North America, Professional segment net sales in the first quarter of 2017 decreased by $10.1 million, or 18.8%, to $43.5 million, as compared to $53.6 million in the first quarter of 2016. Excluding the $0.2 million favorable FX impact, Professional segment net sales in North America in the first quarter of 2017 decreased by $10.3 million, or 19.2%, as compared to the first quarter of 2016. This decrease was primarily driven by continuing declines in consumption and price erosion in the salon nail category, which had a negative impact on net sales of CND nail products and American Crew men's grooming products.

International

Internationally, Professional segment net sales in the first quarter of 2017 increased by $3.0 million, or 4.9%, to $64.5 million, as compared to $61.5 million in the first quarter of 2016. Excluding the $1.7 million unfavorable FX impact, Professional segment International net sales increased by $4.7 million, or 7.6%, in the first quarter of 2017, as compared to the first quarter of 2016. This increase was primarily due to higher net sales of Revlon ~~ColorSilk~~Professional hair products in the U.K., Italy, France, Mexico, Russia and Germany.

Gross profit:



	Three Months Ended March 31,						Change
	2017			2016			2017 vs. 2016
Gross profit	$	329.8		$	285.7		$	44.1
Percentage of net sales	55.4		%	65.0		%	(9.6		)%

Gross profit increased by $44.1 million in the first quarter of 2017, as compared to the first quarter of 2016. Gross profit decreased as a percentage of net sales in the first quarter of 2017 by 9.6 percentage points, as compared to the first quarter of 2016. The drivers of the increase in gross profit in the first quarter of 2017, as compared to the first quarter of 2016, primarily included:

the inclusion of gross profit from the Elizabeth Arden Acquisition, which increased gross profit by $99.7 million, however decreased gross profit as a percentage of net sales by 1.9 percentage points;

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

~~hair color, and~~ ~~SinfulColors~~ ~~color cosmetics. From~~with the foregoing partially offset by:

additional inventory costs as a ~~geographic perspective,~~result of the recognition of an increase in ~~International net sales was mainly driven by higher net sales by certain distributors, as well as higher net sales in Japan, Argentina and~~ the ~~U.K.~~

~~Year-to-date results:~~

~~United States~~

~~In the Consumer segment, U.S. net sales~~fair value of inventory acquired in the ~~first six months of 2016 decreased~~Elizabeth Arden Acquisition, which reduced gross profit by ~~$3.9~~$16.0 million ~~or 0.9%, to $418.8 million, as compared to $422.7 million in the first six months of 2015. This decrease was primarily driven by lower net sales of~~ ~~Revlon~~ ~~color cosmetics~~ and ~~Almay~~ ~~color cosmetics, partially offset by higher net sales of~~ ~~Cutex~~ ~~nail products and~~ ~~SinfulColors~~ ~~color cosmetics.~~

~~International~~

In the Consumer segment, International net sales in the first six months of 2016 increased by $4.4 million, or 1.7%, to $260.7 million, as compared to $256.3 million in the first six months of 2015. Excluding the $21.6 million unfavorable impact of foreign currency fluctuations, International net sales increased by $26.0 million, or 10.1%, in the first six months of 2016, compared to the first six months of 2015. This increase was primarily driven by higher net sales of ~~Revlon~~ ~~color cosmetics,~~ ~~Revlon ColorSilk~~ ~~hair color,~~ ~~Mitchum~~ ~~anti-perspirant deodorant products and~~ ~~Cutex~~ ~~nail products. From a geographic perspective, the increase in International net sales was mainly driven by higher net sales in Argentina, the U.K., certain distributors and Japan.~~

~~Professional Segment~~

~~Second quarter results:~~

~~United States~~

In the Professional segment, U.S. net sales in the second quarter of 2016 decreased by $1.2 million, or 2.6%, to $44.7 million, as compared to $45.9 million in the second quarter of 2015. This decrease was primarily driven by lower net sales of ~~CND~~ ~~nail products due to the timing of product launches.~~

~~International~~

In the Professional segment, International net sales in the second quarter of 2016 increased by $1.1 million, or 1.4%, to $78.6 million, as compared to $77.5 million in the second quarter of 2015. Excluding the $0.8 million unfavorable impact of foreign currency fluctuations, International net sales increased by $1.9 million, or 2.5%, in the second quarter of 2016, compared to the second quarter of 2015. This increase was primarily due to higher net sales of ~~Revlon Professional~~ ~~hair products and~~ ~~American Crew~~ ~~men’s grooming products throughout most of the International region, partially offset by lower net sales for~~ ~~CND~~ ~~nail products, primarily in Russia and Hong Kong.~~

~~Year-to-date results:~~

~~United States~~

In the Professional segment, U.S. net sales in the first six months of 2016 increased by $3.2 million, or 3.6%, to $91.9 million, as compared to $88.7 million in the first six months of 2015. This increase was primarily driven by new point-of-sale and merchandising initiatives for ~~Creme of Nature~~ ~~multi-cultural hair products and the launch of the Elvis marketing campaign for~~ ~~American Crew~~ ~~men's grooming products, partially offset by lower net sales for~~ ~~CND~~ ~~nail products.~~

~~International~~

In the Professional segment, International net sales in the first six months of 2016 decreased by $2.4 million, or 1.6%, to $146.5 million, as compared to $148.9 million in the first six months of 2015. Excluding the $3.0 million unfavorable impact of foreign currency fluctuations, International net sales increased by $0.6 million, or 0.4%, in the first six months of 2016, compared to the first six months of 2015. This increase was primarily due to higher net sales of ~~Revlon Professional~~ ~~hair products and~~ ~~American Crew~~ ~~men's grooming products throughout the International region, partially offset by lower net sales of~~ ~~CND~~ ~~nail products, primarily in Russia.~~

~~Other Segment~~

~~Second quarter results:~~

~~International~~

In the Other segment, net sales during the second quarter of 2016 increased by $1.8 million, or 41.9%, to $6.1 million, as compared to $4.3 million in the second quarter of 2015. Excluding the $0.3 million unfavorable impact of foreign currency

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

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

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

fluctuations, Other segment net sales increased by $2.1 million in the second quarter of 2016. This increase was primarily driven by there being no comparable results for the second quarter of 2015, as the CBB Acquisition closed on April 21, 2015.

~~Year-to-date results:~~

~~International~~

In the Other segment, net sales during the first six months of 2016 increased by $6.3 million, or 146.5%, to $10.6 million, as compared to $4.3 million in the first six months of 2015. Excluding the $0.3 million unfavorable impact of foreign currency fluctuations, Other segment net sales increased by $6.6 million in the first six months of 2016. This increase was primarily driven by there being no comparable results for the full first six months of 2015 as the CBB Acquisition closed on April 21, 2015.

~~Gross profit:~~

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015 Change
Gross profit $ 317.4
$ 321.1
$ (3.7 ) $ 603.1
$ 617.3
$ (14.2 )
Percentage of net sales
64.9 % 66.6 % (1.6 )% 65.0 % 67.0 % (2.1 )%

~~Gross~~reduced gross profit ~~decreased~~ as a percentage of net sales by ~~1.6~~3.1 percentage points, decreasing by $3.7 million in the second quarter of 2016, as compared to the second quarter of 2015. The drivers of the decrease in gross profit in the second quarter of 2016, as compared to the second quarter 2015, primarily included:points;

unfavorable ~~foreign currency fluctuations,~~volume, which decreased gross profit by ~~$8.3~~$15.5 million, with no impact on gross profit as a percentage of net sales;

higher promotional allowances, primarily within the Consumer segment, which decreased gross profit by $15.2 million and decreased gross profit as a percentage of net sales by 2.9 percentage points;

unfavorable product mix, which decreased gross profit by $4.9 million and decreased gross profit as a percentage of net sales by 0.9 percentage points; and

the unfavorable impact of less overhead absorption during the first quarter of 2017, which decreased gross profit by $3.7 million and decreased gross profit as a percentage of net sales by 0.7 percentage ~~points;~~points.

~~higher promotional allowances, which decreased gross profit~~

SG&A expenses:



	Three Months Ended March 31,				Change
	2017		2016		2017 vs. 2016
SG&A expenses	$	351.2	$	245.8	$	105.4

SG&A expenses increased by ~~$7.5~~$105.4 million ~~and decreased gross profit~~in the first quarter of 2017, as compared to the first quarter of 2016, primarily driven by:

the inclusion of SG&A expenses in the Elizabeth Arden segment as a ~~percentage~~result of ~~net sales by 0.6 percentage points; and~~

~~unfavorable product mix,~~the Elizabeth Arden Acquisition, which ~~decreased gross profit by $3.6~~contributed $112.8 million ~~and decreased gross profit as a percentage of net sales by 0.3 percentage points;~~to the increase in SG&A expenses;

with the foregoing partially offset by:

~~favorable volume, which increased gross profit by $15.9~~a $5.1 million ~~with no impact on gross profit as a percentage~~decrease in brand support expenses, primarily within the Consumer segment.

Acquisition and Integration Costs:



	Three Months Ended March 31,				Change
	2017		2016		2017 vs. 2016
Acquisition Costs	0.6		$	0.5	$	0.1
Integration Costs	16.9		—		16.9
Total acquisition and integration costs	$	17.5	$	0.5	$	17.0

The Company incurred $17.5 million of ~~net sales.~~

~~Gross profit decreased as a percentage of net sales by 2.1 percentage points, decreasing by $14.2 million~~acquisition and integration costs in the first ~~six months~~quarter of ~~2016, as compared~~2017, consisting primarily of $0.6 million of acquisition costs and $16.9 million of integration costs related to the ~~first six months~~integration of ~~2015.~~Elizabeth Arden. The ~~drivers~~acquisition costs primarily include legal fees directly attributable to the Elizabeth Arden Acquisition. The integration costs consist of non-restructuring costs related to the ~~decrease in gross profit~~Company's integration of Elizabeth Arden's operations into the Company's business, including professional fees and employee related costs.

Acquisition costs in the first ~~six months~~quarter of 2016 ~~as compared to the first six months 2015,~~ primarily ~~included:~~

~~unfavorable foreign currency fluctuations, which decreased gross profit by $20.8 million and decreased gross profit as a percentage of net sales by 1.0 percentage points;~~

~~higher promotional allowances, which decreased gross profit by $14.5 million and decreased gross profit as a percentage of net sales by 0.7 percentage points; and~~

~~unfavorable product mix, which decreased gross profit by $8.1 million and decreased gross profit as a percentage of net sales by 0.4 percentage points;~~

~~with the foregoing partially offset by:~~

~~favorable volume, which increased gross profit by $29.1 million, with no impact on gross profit as a percentage of net sales.~~included acquisition-related transition service fees.

~~SG&A expenses:~~Restructuring charges and other, net:

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015 Change
SG&A expenses $ 256.8
$ 256.9
$ 0.1
$ 502.6

$ 503.8

$ 1.2



	Three Months Ended March 31,				Change
	2017		2016		2017 vs. 2016
Restructuring charges and other, net	$	1.2	$	1.3	$	(0.1	)

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

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

~~SG&A expenses decreased~~EA Integration Restructuring Program

During the first quarter of 2017, the Company recorded charges totaling $1.1 million related to restructuring and related actions under the EA Integration Restructuring Program. Of the $1.1 million: (a) charges of $1.2 million were recorded in restructuring charges and (b) adjustments of $0.1 million were recorded in SG&A expenses.

The Company expects approximately $50 million to $60 million of synergies and cost reductions to benefit 2017 from the ~~second~~EA Integration Restructuring Program and annualized synergies and cost reductions of approximately $190.0 million to be achieved over a multi-year period. In the first quarter of 2017, the Company realized approximately $9 million of these synergies and cost-reductions, which primarily benefited the Elizabeth Arden segment results and reduced the Company’s corporate-level SG&A expenses.

2015 Efficiency Program

During the first quarter of 2016, ~~as compared to~~ the ~~second quarter of 2015, primarily driven by:~~

~~$4.6~~Company recognized $1.3 million of ~~favorable impacts due to foreign currency fluctuations in the second quarter 2016; and~~

~~a $2.3 million decrease in brand support expenses, primarily within the Consumer segment;~~

~~with the foregoing partially offset by:~~

a $5.0 million increase in general and administrative expenses, primarily due to higher compensation due to changes in senior executive management and higher professional and legal fees, partially offset by lower severance.

~~SG&A expenses decreased by $1.2 million in the first six months of 2016, as compared to the first six months of 2015, primarily driven by:~~

~~$12.1 million of favorable impacts due to foreign currency fluctuations in the first six months 2016; and~~

~~a $6.4 million decrease in brand support expenses, primarily within the Consumer segment;~~

~~with the foregoing partially offset by:~~

$14.5 million of higher general and administrative expenses in 2016, primarily due to higher compensation due to changes in senior executive management, higher professional and legal fees and a $3.0 million gain recognized in the first six months of 2015 on the sale of certain non-core assets, partially offset by lower severance.

~~Restructuring~~restructuring charges and other, ~~net:~~

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015 Change
Restructuring charges and other, net $ 0.5
$ (3.6 ) $ (4.1 ) $ 1.8
$ (3.1 ) $ (4.9 )

~~Restructuring charges and other,~~ net, for the second quarter of 2016 of $0.5 million primarily related to charges for employee-related costs incurred in connection with immaterial restructuring actions, as compared to $3.6 million of net reductions in estimated restructuring costs recognized during the second quarter of 2015.

~~Restructuring charges and other, net, for the first six months of 2016 of $1.8 million primarily related to charges for employee-related costs incurred~~ in connection with the 2015 Efficiency ~~Program, as compared to $3.1 million of net reductions in estimated restructuring costs recognized during the first six months of 2015.~~Program.

The Company expects to achieve approximately $9 million in cost reductions during 2016 from the 2015 Efficiency Program and annualized cost reductions thereafter are expected to be approximately $10 million to $15 million.

See Note 3, "Restructuring ~~Charges"~~Charges," to the Unaudited Consolidated Financial Statements in this Form 10-Q for further discussion.

Interest expense:

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015
Change
Interest expense $ 20.9
$ 20.5
$ (0.4 ) $ 41.9
$ 40.5
$ (1.4 )



	Three Months Ended March 31,				Change
	2017		2016		2017 vs. 2016
Interest expense	$	35.0	$	21.0	$	14.0

The ~~$0.4 million and $1.4~~$14.0 million increase in interest expense in the ~~second~~first quarter ~~and first six months~~ of ~~2016,~~2017, as compared to the ~~second~~first quarter ~~and first six months~~ of ~~2015, respectively,~~2016, was primarily due to higher ~~weighted average borrowing rates, partially offset by lower~~ average debt ~~outstanding. The~~outstanding and higher weighted average borrowing rates ~~were driven by the impact~~as a result of the ~~2013 Interest Rate Swap (as hereinafter defined). The lower average~~ debt ~~outstanding was~~transactions completed in connection with the result of: (i) regularly scheduled quarterly amortization payments made towards the Acquisition Term Loan through June 30, 2016; and (ii) the excess cash flow prepayment of $23.2 million made in February 2016.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

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

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

Elizabeth Arden Acquisition.

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

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015 Change
Foreign currency losses (gains), net $ 8.5
$ (7.9 ) $ (16.4 ) $ 5.1
$ 8.0
$ 2.9



	Three Months Ended March 31,						Change
	2017			2016			2017 vs. 2016
Foreign currency gains, net	$	(4.3	)	$	(3.4	)	$	(0.9	)

~~Foreign currency losses, net of $8.5~~The $0.9 million ~~during the second quarter of 2016, as compared to~~increase in foreign currency gains, net, of $7.9 million during the second quarter of 2015, were primarily driven by the net unfavorable impact of the revaluation of certain U.S. Dollar denominated payables and foreign currency denominated receivables during the second quarter of 2016, as compared to the second quarter of 2015.

~~The decrease in foreign currency losses, net, of $2.9 million~~ during the first ~~six months~~quarter of ~~2016,~~2017, as compared to the first ~~six months~~quarter of ~~2015,~~2016, was primarily driven by the net favorable impact of the revaluation of certain U.S. Dollar denominated intercompany payables and foreign currency denominated receivables, ~~during~~and lower hedging losses in the first ~~six months~~quarter of ~~2016, as~~2017 compared to the first ~~six months~~quarter of ~~2015.~~2016.

Provision for income taxes:

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 Change 2016 2015 Change
Provision for income taxes $ 11.8
$ 21.4
$ (9.6 ) $ 17.9
$ 31.0
$ (13.1 )



	Three Months Ended March 31,					Change
	2017			2016		2017 vs. 2016
(Benefit from) provision for income taxes	$	(38.1	)	$	6.1	$	(44.2	)

The Company's provision for income taxes decreased by ~~$9.6 million in the second quarter of 2016, compared to the second quarter of 2015, primarily due to lower pre-tax income and the phasing of the recognition of income taxes.~~

~~The provision for income taxes decreased by $13.1~~$44.2 million in the first ~~six months~~quarter of ~~2016,~~2017, as compared to the first ~~six months~~quarter of ~~2015,~~2016, primarily due to ~~lower pre-tax income and~~ the ~~phasing~~pretax loss from continuing operations in the first quarter of ~~the recognition of income taxes.~~2017.

The Company's effective tax rate for the three months ended ~~June 30, 2016~~March 31, 2017 was higher than the 35% federal statutory rate as a result of foreign ~~and U.S. tax effects attributable to operations outside the U.S., and foreign~~ dividends and earnings taxable in the U.S.

~~The Company's effective tax rate for~~, state and local taxes, as well as the ~~six months ended June 30, 2016 was higher than the 35% federal statutory rate as a result~~effect of certain ~~foreign dividends and earnings taxable in the U.S.~~favorable discrete items.

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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

(all tabular amounts in millions)

Financial Condition, Liquidity and Capital Resources

At ~~June 30, 2016~~March 31, 2017, the Company had a liquidity position of $~~343.9~~385.2 million, consisting of ~~$177.2~~$121.1 million of unrestricted cash and cash equivalents, ~~(net of any outstanding checks),~~ as well as ~~$166.7~~$264.1 million in available borrowings under Products Corporation's ~~$175.0~~$400.0 million ~~Amended~~2016 Revolving Credit Facility, based upon the borrowing base of $330.4 million, less ~~$8.3~~$10.0 million of outstanding undrawn ~~outstanding~~ letters of credit, less $15.4 million of outstanding checks and ~~no other borrowing~~$40.9 million of borrowings outstanding under the ~~Amended~~2016 Revolving Credit Facility at such date.

The Company’s foreign operations held ~~$57.2~~$116.2 million out of the total ~~$177.2~~$121.5 million in cash and cash equivalents (net of any outstanding checks) as of ~~June 30, 2016.~~March 31, 2017. The cash held by the Company’s foreign operations is primarily used to fund such operations. The Company regularly assesses its cash needs and the available sources of cash to fund these needs. As part of this assessment, the Company determines the amount of foreign earnings, if any, that it intends to repatriate to help fund its domestic cash needs, including for the Company’s debt service obligations, and pays applicable U.S. income and foreign withholding taxes, if any, on such earnings to the extent repatriated, and otherwise records a tax liability for the estimated cost of repatriation in a future period. The Company believes that the cash generated by its domestic operations and availability under the ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit should be sufficient to meet its domestic liquidity needs for at least the next 12 months. Therefore, the Company currently anticipates that restrictions and/or taxes on repatriation of foreign earnings will not have a material effect on the Company’s liquidity during such period. ~~See "Subsequent Events"/"Recent Events."~~

Changes in Cash Flows

At ~~June 30, 2016~~March 31, 2017, the Company had cash and cash equivalents of ~~$185.8~~$121.5 million, compared with $~~326.9~~186.8 million at December 31, ~~2015~~2016. The following table summarizes the Company’s cash flows from operating, investing and financing activities for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 and ~~2015:~~2016:


	Six Months Ended June 30,						Three Months Ended March 31,
	2016			2015			2017			2016
Net cash (used in) provided by operating activities	$	(57.2	)	$	2.5
Net cash used in operating activities							$	(85.6	)	$	(99.8	)
Net cash used in investing activities	(47.4		)	(49.4		)	(15.4		)	(7.0		)
Net cash used in financing activities	(36.6		)	(23.5		)
Net cash provided by (used in) financing activities							30.4			(39.0		)
Effect of exchange rate changes on cash and cash equivalents	0.1			(5.9		)	5.3			1.1

Operating Activities

Net cash ~~(used in) provided by~~used in operating activities was ~~$(57.2)~~$85.6 million and ~~$2.5~~$99.8 million for the first ~~six~~three months of ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~increase~~improvement in cash used in ~~operating activities in~~ the first ~~six~~three months of ~~2016,~~2017, compared to the first ~~six~~three months of ~~2015,~~2016, was primarily driven by higher account receivable collections and lower disbursements during the ~~shift~~first quarter of 2017, partially offset by higher interest payments as a result of increased debt incurred in the ~~timing~~third quarter of ~~certain customer collections~~2016 in connection with financing and ~~accounts payable disbursements at~~consummating the ~~end~~Elizabeth Arden Acquisition, higher inventory purchases and the payment of ~~2015.~~acquisition and integration costs in connection with the EA Integration Restructuring Program during the first quarter of 2017.

Investing Activities

Net cash used in investing activities was ~~$47.4~~$15.4 million and ~~$49.4~~$7.0 million for the ~~six~~first three months ~~ended June 30,~~of 2017 and 2016, ~~and 2015,~~ respectively, which included ~~$18.6~~$15.4 million and ~~$17.2~~$7.4 million of cash used for capital expenditures, respectively. ~~Net cash used~~Capital expenditures in ~~investing activities during~~ the first ~~six months~~quarter of ~~2016~~2017 included ~~$29.2~~approximately $3 million ~~in cash payments~~ for ~~the May 2016 Cutex International Acquisition, as compared to $34.2 million in cash payments, net of cash acquired, primarily for the Company's April 2015 CBB Acquisition.~~Elizabeth Arden integration-related investments.

Financing Activities

Net cash ~~used in~~provided by (used in) financing activities was ~~$36.6~~$30.4 million and ~~$23.5~~$(39.0) million for the ~~six~~first three months ~~ended June 30,~~of 2017 and 2016, ~~and 2015,~~ respectively.

Net cash ~~used in~~provided by financing activities for the first ~~six months~~quarter of ~~2016~~2017 primarily included:

~~a $23.2~~$40.9 million ~~required excess cash flow prepayment made~~of borrowings under the ~~Amended~~2016 Revolving Credit Facility;

with the foregoing partially offset by:

$4.5 million of repayments under the 2016 Term Loan ~~Facility, as discussed below;~~

~~$3.4 million of scheduled amortization payments on the Acquisition Term Loan;~~facility; and

a ~~$8.4~~$3.4 million decrease in short-term borrowings and overdraft.

Net cash used in financing activities for the first ~~six months~~quarter of ~~2015~~2016 primarily included:

a ~~$24.6~~$23.2 million required excess cash flow prepayment made under the Amended Term Loan Facility; and

$~~3.4~~1.7 million of scheduled amortization payments on the Acquisition Term Loan; and

~~with the foregoing partially offset by:~~

~~$6.6~~a $10.6 million ofdecrease in short-term borrowings and overdraft.

Long-Term Debt Instruments

For further detail regarding Products Corporation's long-term debt instruments, see Note 11, "Long-Term Debt," to the Consolidated Financial Statements in ~~the Company's~~Products Corporation's Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the U.S. Securities and Exchange Commission (the "SEC") on ~~February 26, 2015~~March 3, 2017 (the ~~"2015~~"2016 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 ~~the Company's 2015~~Products Corporation's 2016 Form 10-K. ~~See "Subsequent Events"/"Recent Events."~~

~~(a)~~ ~~2016 Debt Related Transaction~~

~~Amended Term Loan Facility - Excess Cash Flow Payment~~

~~(b)~~ Covenants

~~Amended Credit Agreements~~

Products Corporation was in compliance with all applicable covenants under the ~~Amended Term Loan Agreement and the Amended Revolving~~2016 Credit ~~Facility~~Facilities as of ~~June 30, 2016.~~March 31, 2017. At ~~June 30, 2016,~~March 31, 2017, the aggregate principal amounts outstanding under the ~~Acquisition~~2016 Term Loan Facility and the ~~2011 Term Loan~~2016 Revolving Credit Facility were ~~$658.6~~$1,791.0 million and ~~$651.4~~$40.9 million, ~~respectively. At June 30, 2016,~~respectively, and availability under the ~~$175.0~~$400.0 million ~~Amended~~2016 Revolving Credit Facility, based upon the calculated borrowing base of $330.4 million, less ~~$8.3~~$10.0 million of outstanding undrawn letters of credit, less $15.4 million of outstanding checks and ~~nil~~$40.9 million then drawn on the ~~Amended~~2016 Revolving Credit Facility, was ~~$166.7~~$264.1 million. ~~There were no borrowings under the Amended Revolving Credit Facility during the first six months of 2016 and 2015. See "Subsequent Events"/"Recent Events."~~

Products Corporation was in compliance with all applicable covenants under its ~~5¾%~~ Senior Notes ~~Indenture~~Indentures as of ~~June 30, 2016 and December~~March 31, ~~2015.~~2017.

Sources and Uses

The Company’s principal sources of funds are expected to be operating revenues, cash on hand and funds available for borrowing under the ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit. The ~~Amended~~2016 Credit Agreements and the ~~5¾%~~ Senior Notes ~~Indenture~~Indentures contain certain provisions that by their terms limit Products Corporation's and its subsidiaries’ ability to, among other things, incur additional debt. ~~See "Subsequent Events"/"Recent Events."~~

The Company’s principal uses of funds are expected to be the payment of operating expenses, including expenses in connection with the continued execution of the Company’s business strategy; payments in connection with the Company's synergy and integration programs related to the Elizabeth Arden Acquisition (including, without limitation, for the EA Integration Restructuring Program); purchases of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement benefit plan contributions; payments in connection with the Company’s restructuring programs; business and/or brand acquisitions (including, without limitation, through licensing transactions), if any; severance not otherwise included in the Company’s restructuring programs; 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. See "Subsequent Events"/"Recent Events."~~territories and/or channels of trade. The Company’s cash contributions to its pension and post-retirement benefit plans in the first ~~six~~three months of ~~2016~~2017 were ~~$3.6~~$1.9 million. The Company expects cash contributions to its pension and post-retirement benefit plans to be approximately $10 million in the aggregate for ~~2016.~~2017. The Company’s cash taxes paid in the first ~~six~~three months of ~~2016~~2017 were ~~$12.9~~$2.4 million. The Company expects to pay cash taxes of approximately ~~$30~~$15 million to $20 million in the aggregate ~~for 2016.~~during 2017. The Company’s purchases of permanent wall displays and capital expenditures in the first ~~six~~three months of ~~2016~~2017 were ~~$17.5~~$10.2 million and ~~$18.6~~$15.4 million, respectively. The Company expects purchases of permanent wall displays to be approximately $60.0 million to $70.0 million during 2017 and expects capital expenditures to be approximately ~~$50.0~~$100.0 million to $120.0 million in 2017. Capital expenditures for 2017 include approximately $50 million of expected spend for the EA Integration Restructuring Program.

As a result of the EA Integration Restructuring Program, as well as other actions that the Company is continuing to evaluate related to integrating the Elizabeth Arden organization into the Company’s business, such as through the elimination of duplicative functions, leveraging purchasing scale and ~~$55.0~~optimizing the manufacturing and distribution networks of the combined company, the Company currently expects to realize over a multi-year period annualized synergies and cost reductions of approximately $190 million, ~~respectively,~~with approximately $50 million to $60 million of synergies and cost reductions from the EA Integration Restructuring Program expected to benefit 2017. In order to capture these annualized cost reductions, the Company anticipates that it will incur, over a multi-year period, approximately $100 million to $110 million of additional integration-related capital expenditures and approximately $70 million to $80 million of non-restructuring integration costs. 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 ~~aggregate for 2016. See also Note 2, "Business Combinations," for discussion regarding the utilization of funds~~Company making investments and/or recognizing charges related to executing against such opportunities. Any such activities may be funded with cash on hand, funds available under the ~~Company's May~~ 2016 ~~Cutex International Acquisition.~~Revolving Credit Facility and/or other permitted additional sources of capital, which actions could increase the Company’s total debt.

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.

Continuing to execute the Company’s business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands (including, without limitation, through licensing transactions), divesting or discontinuing non-core business lines (which may include exiting certain territories), further refining the Company’s approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure, including optimizing the Colomer Acquisition, the CBB Acquisition, the Cutex Acquisitions and/or the ~~Cutex International~~Elizabeth Arden Acquisition. 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 cash on hand, funds available under the ~~Amended~~2016 Revolving Credit Facility 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, inblock trades, privately negotiated purchase transactions or otherwise and may seek to refinance some or all of its indebtedness based upon market conditions. Any such retirement or purchase of debt and/or equity may be funded with operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material.

The Company expects that operating revenues, cash on hand and funds available for borrowing under the ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the Company to pay its operating expenses for ~~2016,~~2017, including expenses in connection with ~~the execution of~~executing the Company’s business strategy, payments in connection with the Company's synergy and integration programs related to the Elizabeth Arden Acquisition, purchases of permanent wall displays, capital ~~expenditure requirements,~~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, business and/or brand acquisitions (including, without limitation, through licensing transactions), if any, severance not otherwise included in the Company’s restructuring programs, debt and/or equity repurchases, if any, costs related to litigation, ~~and/or~~ discontinuing non-core business lines and/or entering and/or exiting certain ~~territories. See "Subsequent Events"/"Recent Events."~~territories and/or channels of trade.

There can be no assurance that available funds will be sufficient to meet the Company’s cash requirements on a consolidated basis. 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 care products in one or more of the Consumer, Elizabeth Arden, Professional and/or Other segments; adverse changes in 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; changes in consumer purchasing habits, including with respect to ~~retailers;~~retailer preferences and/or sales channels; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; or less than anticipated results from the Company’s existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, for synergy and integration programs related to the Elizabeth Arden Acquisition capital expenditures, restructuring and severance costs, acquisition and integration costs, costs related to litigation, 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 ~~Amended~~2016 Credit Agreements and/or the Senior Notes Indentures and in such event the Company could be required to take measures, including, among other things, reducing discretionary spending. (See Item 1A. "Risk Factors" in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K ~~as updated by Part II, Item 1A. "Risk Factors" in this Form 10-Q,~~ for further discussion of certain risks associated with the Company's business and indebtedness.)

Derivative ~~Financial~~Financial Instruments

Foreign Currency Forward Exchange Contracts

Products Corporation enters into FX Contracts and option contracts from time to time to hedge certain net cash flows denominated in currencies other than the local currencies of the Company’s foreign and domestic operations. The FX Contracts are entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in currencies other than the local currencies of the Company’s foreign and domestic operations and generally have maturities of less than one year. At ~~June 30, 2016,~~March 31, 2017, the FX Contracts outstanding had a notional amount of ~~$74.2~~$124.7 million and a net ~~liability~~asset fair value of ~~$0.7~~$0.8 million.

Interest Rate Swap Transaction

In November 2013, Products Corporation executed a forward-starting floating-to-fixed interest rate swap transaction ~~with a 1.00% floor,~~(the "2013 Interest Rate Swap") that, at its inception, was based on a notional amount of $400 million in respect of indebtedness under the Old Acquisition Term ~~Loan over a period of three years (the "2013~~Loan. The 2013 Interest Rate ~~Swap")~~Swap initially had a floor of 1% that in December 2016 was amended to 0.75%. In connection with entering into the 2016 Term Loan Facility, the 2013 Interest Swap was carried over to apply to a notional amount of $400 million in respect of indebtedness under such loan for the remaining balance of the term of such swap. The Company initially designated the 2013 Interest Rate Swap as a cash flow hedge of the variability of the forecasted three-month LIBOR interest rate payments related to the $400 million notional amount under ~~Products Corporation's~~the Old Acquisition Term Loan over the three-year term of the 2013 Interest Rate ~~Swap.~~Swap (and subsequently to the $400 million notional amount under the 2016 Term Loan Facility for the remaining balance of the term of such swap). Under the terms of the 2013 Interest Rate Swap, commencing in May 2015, Products Corporation receives from the counterparty a floating interest rate based on the higher of three-month U.S. Dollar LIBOR or ~~1.00%,~~the floor percentage in effect, while paying a fixed interest rate payment to the counterparty equal to 2.0709% (which, with respect to the 2016 Term Loan Facility, effectively fixes the interest rate on such notional amount at ~~5.0709%~~5.5709% over the remaining balance of the three-year term of the 2013 Interest Rate Swap). ~~For~~At March 31, 2017 and December 31, 2016, the ~~six months ended~~ ~~June 30,~~fair value of the 2013 Interest Rate Swap was a liability of $3.5 million and $4.7 million, respectively.

As a result of completely refinancing the Old Acquisition Term Loan with a portion of the proceeds from Products Corporation's consummation of the 2016 Senior Credit Facilities and the 6.25% Senior Notes in connection with consummating the Elizabeth Arden Acquisition, the critical terms of the 2013 Interest Rate Swap no longer matched the terms of the underlying debt under the 2016 Term Loan Facility. At the refinancing date, or the September 7, 2016 Elizabeth Arden Acquisition Date (the "De-designation Date"), the 2013 Interest Rate Swap was ~~deemed~~determined to no longer be highly effective and ~~therefore~~ the ~~changes in fair value related to~~Company discontinued hedge accounting for the 2013 Interest Rate Swap. Following the de-designation of the 2013 Interest Rate Swap, ~~have been recorded~~changes in ~~Other Comprehensive (Loss) Income in the Company's Unaudited Consolidated Financial Statements. The~~ fair value are accounted for as a component of other non-operating expenses. Accumulated deferred losses of $4.9 million, or $3.0 million net of tax, at December 31, 2016 that were previously recorded as a component of accumulated other comprehensive loss will be amortized into earnings over the remaining term of the ~~Company's~~ 2013 Interest Rate Swap ~~at June 30, 2016 and December 31, 2015 was a liability of $7.6 million and $6.5 million, respectively.~~through its maturity.

Credit Risk

Exposure to credit risk in the event of nonperformance by any of the counterparties is limited to the gross fair value of the derivative instruments in asset positions, which totaled ~~$1.1~~$1.3 million and ~~$2.0~~$2.3 million as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. The Company attempts to minimize exposure to credit risk by generally entering into derivative contracts with counterparties that have investment-grade credit ratings and are major financial institutions. The Company also periodically monitors any changes in the credit ratings of its counterparties. Given the current credit standing of the counterparties to the Company's derivative instruments, the Company believes the risk of loss arising from any non-performance by any of the counterparties under these derivative instruments is remote.

Disclosures about Contractual Obligations and Commercial Commitments

As of ~~June 30, 2016,~~March 31, 2017, there were no material changes to the Company's total contractual cash obligations, as set forth in the contractual obligations and commercial commitments disclosure included in ~~the Company's 2015~~Products Corporation's 2016 Form 10-K. ~~See "Subsequent Events"/"Recent Events."~~

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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

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

(all tabular amounts in millions)

Discussion of Critical Accounting Policies

For a discussion of the Company's critical accounting policies, see ~~the Company's 2015~~Products Corporation's 2016 Form 10-K.

Effect of Recently Accounting Pronouncements

See discussion of recent accounting pronouncements in Note 1, "Description of Business and Basis of Presentation," to the Unaudited Consolidated Financial Statements in this Form 10-Q.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

(all tabular amounts in millions)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

The Company has exposure to changing interest rates primarily under Products Corporation's ~~Amended Term Loan Facility and its Amended Revolving~~2016 Senior Credit ~~Facility.~~Facilities. The Company manages interest rate risk through a combination of fixed and floating rate debt. The Company from time to time makes use of derivative financial instruments to adjust its fixed and floating rate ratio, such as with the 2013 Interest Rate Swap. The Company does not hold or issue financial instruments for trading purposes.

The qualitative and quantitative information presented in Item 7A of ~~the Company's 2015~~Products Corporation's 2016 Form 10-K ("Item 7A") describes significant aspects of the Company's financial instrument program that have material market risk as of December 31, ~~2015.~~2016. The following tables present this information as required by Item 7A as of ~~June 30, 2016~~. ~~See "Subsequent Events"/"Recent Events."~~March 31, 2017.


	Expected Maturity Date for the year ended December 31,																							Expected Maturity Date for the Year Ended December 31,
	(dollars in millions, except for rate information)																							(dollars in millions, except for rate information)
		2016			2017			2018			2019			2020			Thereafter			Total		Fair Value June 30, 2016			2017			2018			2019			2020			2021			Thereafter			Total		Fair Value March 31, 2017
Debt
Short-term variable rate (various currencies)		$	12.1																	$	12.1	$	12.1
Short-term variable rate (third-party - various currencies)																									$	10.2																	$	10.2	$	10.2
Average interest rate ^(a)		2.8		%																					3.8		%
Short-term fixed rate (third party - EUR)		2.0																		2.0		2.0			$	1.2																	$	1.2	$	1.2
Average interest rate		11.8		%																					11.8		%
Long-term fixed rate – third party (USD)																	$	500.0		500.0		485.0
Long-term fixed rate (third party - USD)																																					$	500.0		$	450.0		$	950.0	$	951.3
Average interest rate																	5.75		%																		5.75		%	6.25		%
Long-term fixed rate – third party (EUR)					$	0.1		$	0.1		$	0.1		$	0.1		0.2			0.6		0.6
Long-term fixed rate (third party - EUR)																									$	0.1		$	0.1		$	0.1		$	0.1		$	0.1		$	—		$	0.5	$	0.5
Average interest rate					—		%	—		%	—		%	—		%	—		%						—		%	—		%	—		%	—		%	—		%	—		%
Long-term variable rate – third party (USD) ^(b)		3.4			$	658.2		6.8			641.6									1,310.0		$	1,307.6
Long-term variable rate (third party - USD) ^(b)																									$	54.4		$	18.0		$	18.0		$	18.0		$	18.0		$	1,705.5		$	1,831.9	$	1,834.1
Average interest rate ^(a)(c)		4.0		%	3.3		%	4.1		%	4.4		%												3.9		%	5.0		%	5.2		%	5.4		%	5.5		%	5.7		%
Total debt		$	17.5		$	658.3		$	6.9		$	641.7		$	0.1		$	500.2		$	1,824.7	$	1,807.3		$	65.9		$	18.1		$	18.1		$	18.1		$	518.1		$	2,155.5		$	2,793.8	$	2,797.3


^(a)	Weighted average variable rates are based upon implied forward rates from the U.S. Dollar LIBOR and Euribor yield curves at ~~June 30, 2016~~. March 31, 2017.


^(b)	Includes total quarterly amortization payments required within each year under the ~~Acquisition~~2016 Term ~~Loan.~~Loan Facility.

^(c)

At ~~June 30,~~March 31, 2017, the interest rate for the 2016 ~~the Acquisition~~ Term Loan ~~bears interest at~~Facility was the Eurodollar Rate (as defined in the ~~Amended~~2016 Term Loan Agreement) plus ~~3.00% per annum (with the Eurodollar Rate not to be less than 1.00%). The 2011 Term Loan bears interest at the Eurodollar Rate plus 2.5%~~3.50% per annum (with the Eurodollar Rate not to be less than 0.75%).

If any of LIBOR, Euribor, the base rate, the U.S. federal funds rate or such equivalent local foreign currency 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 ~~Amended~~2016 Senior Credit ~~Agreements~~Facilities and other short-term borrowings (which, in the aggregate, are Products Corporation’s only debt currently subject to floating interest rates) as of ~~June 30, 2016,~~March 31, 2017, a 1% increase in both the LIBOR and Euribor rates would increase the Company’s annual interest expense by ~~$9.3~~$14.6 million.

~~In November 2013, Products Corporation executed~~At March 31, 2017 and December 31, 2016, the fair value of the 2013 Interest Rate Swap ~~which is~~was a ~~forward-starting, floating-to-fixed interest rate swap transaction with~~liability of $3.5 million and $4.7 million, respectively. See "Financial Condition, Liquidity and Capital Resources - Derivative Financial Instruments" for additional detail on the 2013 Interest Rate Swap.

As a ~~1.00% floor, based on a notional amount~~result of ~~$400 million in respect of indebtedness under Products Corporation's~~completely refinancing the Old Acquisition Term Loan ~~over a period~~in connection with the Elizabeth Arden Acquisition, the critical terms of ~~three years. The Company designated~~ the 2013 Interest Rate Swap no longer match the terms of the underlying debt under the 2016 Term Loan Facility. At the De-designation Date, the 2013 Interest Rate Swap was determined to no longer be highly effective and the Company discontinued hedge accounting for the 2013 Interest Rate Swap. Following the de-designation of the 2013 Interest Rate Swap, changes in fair value will be accounted for as a ~~cash flow hedge~~component of ~~the variability~~other non-operating expenses. Accumulated deferred losses of ~~the forecasted three-month LIBOR interest rate payments related~~$3.9 million, or $2.4 million net of tax, at March 31, 2017 that were previously recorded as a component of accumulated other comprehensive loss will be amortized to ~~the $400 million notional amount under Products Corporation's Acquisition Term Loan~~earnings over the ~~three-year~~remaining term of the 2013 Interest Rate Swap. Products Corporation receives from the counterparty a floating interest rate based on the higher of the three-month U.S. Dollar LIBOR or 1.00%, while paying a fixed interest rate payment to the counterparty equal to 2.0709% (which effectively fixes the interest rate on such notional amount at 5.0709% over the three-year term of the 2013 Interest Rate Swap). The fair value of the Company's 2013 Interest Rate Swap ~~at June 30, 2016 was a liability of $7.6 million.~~through its maturity.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

(all tabular amounts in millions)

Exchange Rate Sensitivity

The Company manufactures and sells its products in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. In addition, a portion of the Company's borrowings are denominated in foreign currencies, which are also subject to market risk associated with exchange rate movement. The Company, from time to time, hedges major foreign currency cash exposures through foreign exchange forward and option contracts. Products Corporation enters into these contracts with major financial institutions in an attempt to minimize counterparty risk. These contracts generally have a duration of less than 12 months and are primarily against the U.S. Dollar. In addition, Products Corporation enters into foreign currency swaps to hedge intercompany financing transactions. The Company does not hold or issue financial instruments for trading purposes.


Forward Contracts (“FC”)	Average Contractual Rate $/FC	Original U.S. Dollar Notional Amount		Contract Value June 30, 2016		Asset (Liability) Fair Value June 30, 2016			Average Contractual Rate $/FC	U.S. Dollar Equivalent Notional Amount		Contract Value March 31, 2017		Asset (Liability) Fair Value March 31, 2017
Sell British Pound/Buy USD									1.2648	25.8		25.9		0.1
Sell Canadian Dollars/Buy USD	0.7586	16.3		16.0		(0.3		)	0.7553	24.5		24.6		0.1
Sell British Pound/Buy USD	1.4239	15.4		16.4		1.0
Sell Australian Dollars/Buy USD	0.7278	13.4		13.1		(0.3		)	0.7490	18.7		18.5		(0.2		)
Buy Mexican Peso/Sell USD	0.0552	12.3		12.0		(0.3		)	0.0499	10.2		10.8		0.6
Sell Euro/Buy USD									1.0816	10.2		10.3		0.1
Sell USD/Buy Swiss Franc									1.0131	9.6		9.6		—
Sell Japanese Yen/Buy USD									0.0091	7.4		7.5		0.1
Sell South African Rand/Buy USD	0.0631	6.5		6.2		(0.3		)	0.0725	6.3		6.2		(0.1		)
Sell Japanese Yen/Buy USD	0.0091	6.1		5.7		(0.4		)
Sell DKK/Buy USD									6.9171	4.0		4.0		—
Buy Australian Dollars/Sell NZ dollars	1.0799	3.6		3.5		(0.1		)	1.0629	3.8		3.9		0.1
Buy Euro/Sell British Pound									0.8618	2.8		2.8		—
Sell New Zealand Dollars/Buy USD	0.6939	0.6		0.6		—			0.7088	1.4		1.4		—
Total forward contracts		$	74.2	$	73.5	$	(0.7	)		$	124.7	$	125.5	$	0.8

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective.

(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting during the quarter ended ~~June 30, 2016~~March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

(all tabular amounts in millions)

Forward-Looking Statements

This Quarterly Report on Form 10-Q for the three months ended ~~June 30, 2016~~March 31, 2017, 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;~~performance and/or sales growth, including, without limitation, the Company's anticipation of achieving growth through opportunities presented by the combined Company's expanded sales channels and geographies, a broadened product portfolio and cost synergy opportunities;

(ii)

the effect on sales of decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products in the Consumer, Elizabeth Arden, Professional and/or Other segments; adverse changes in 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, changes in consumer purchasing habits, including with respect to retailer preferences and/or among ~~professional salons;~~sales channels; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company’s existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, acquisition and acquisition-related integration costs, capital expenditures, costs related to the Company’s synergy and integration programs in connection with the Elizabeth Arden Acquisition, restructuring and severance costs, costs related to litigation, 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 the continued execution of its business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands (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, including optimizing the Colomer Acquisition, the CBB Acquisition, ~~and/or~~ the Cutex ~~International Acquisition~~Acquisitions (including the Company's belief that such acquisition enhances and complements the Company's existing brand portfolio of nail care products) ~~and related non-restructuring costs,~~and/or the Elizabeth Arden Acquisition, any of which, 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, which activities may be funded with cash on hand, funds available under the ~~Amended~~2016 Revolving Credit Facility and/or other permitted additional sources of capital, which actions could increase the Company’s total debt;

(iv)

the ~~Company's vision to establish Revlon as the quintessential~~Company’s belief that it is building a combined organization that is entrepreneurial, agile and ~~most innovative~~boldly creative, with a passion for beauty, ~~company in~~that it has strategic brand builders developing a diverse portfolio of iconic brands that delight consumers around the world ~~by offering products~~wherever and however they shop for beauty and that ~~make consumers feel attractive~~it strives to be an ethical company that values inclusive leadership and ~~beautiful, as well as~~is committed to sustainable and responsible growth and the ~~Company's expectations regarding~~Company’s belief in its ~~strategic goal~~strategy that is ~~to optimize the market and financial performance of~~based on three key pillars: (a) strengthening our portfolio of brands ~~and assets~~ by: (a) building its strong brands by focusing on innovative, high-quality, consumer-preferred brand offerings, effective consumer brand communication, appropriate levels of targeted advertising and promotion and timely execution with the Company's retail partners; (b) the Company's innovation strategy that centers on creating fewer, bigger and better new product launches across the Company's brands that are relevant, impactful and distinctive; (c) the Company's Pending Acquisition of Elizabeth Arden will provide greater access to high-growth markets, such as the Asia Pacific region; (d) driving growth by strategically entering new territories and expanding within existing territories by leveraging the Company's distribution network and penetrating new and existing sales channels; (e) generating consistent margins and plans to further drive margins by reducing costs across the supply chain, eliminating overhead redundancies and leveraging purchasing scale; (f) continuing to develop ~~its organizational capability through retaining, attracting~~the leadership and ~~rewarding highly capable people~~aspiration for our flagship brands; Revlon, Elizabeth Arden and ~~through performance management, development planning, succession planning and training, and the Company's plans~~Almay; continuing to develop ~~and support employees who fit into its innovative culture and inspire the creative drive that represents the foundation of the Company' s vision and execution of~~ our strategy; and (g) that the Company seeks to opportunistically acquire brands to complement its core business and that our acquisition strategy has been, and will continue to be, successful, as well as the Company'sproduct offerings across beauty segments with a focus on ~~targets~~large and/or fast growing categories; leveraging our creativity, insights and agility to accelerate innovation to develop trend-relevant and first-of-its kind beauty solutions; delighting our customers with high performing products, superior services and unique experiences that ~~will strengthen its existing capabilities or help~~exceed their expectations; and continuing to communicate our brand's heritage, expertise and purpose to create authentic, meaningful and lasting connections with consumers of all ages; (b) strategically expanding consumer's access to our brands by: taking steps to ensure that consumers have real-time access to our brands wherever and however they shop for beauty; strengthening and diversifying our channels, especially direct to consumer; accelerating our development in high-growth channels, with a focus on specialty, e-commerce and m-commerce; continuing to win in traditional channels (including mass, drug, selective and department stores) and expanding our combined reach into travel retail; and strengthening our position in the ~~Company~~U.S., to ~~expand~~ensure our growth base, and expanding into ~~new~~untapped geographic regions, with a focus on growth in Asia; and (c) developing a cost structure that fuels investment in our brands by: growing profitably and improving our operating performance; aligning our strategic investments behind the biggest growth opportunities and innovation that differentiates our brands; continuing to improve our category mix by shifting toward higher gross margin categories (e.g., skin care and fragrance); reducing product ~~categories, channels or geographies~~returns, markdowns and ~~that the Company continues~~inventory levels; and continuing to ~~look opportunistically for additional fragrance licenses to build its fragrance business;~~optimize our resource allocation;

(v)

the effect of restructuring activities, restructuring costs and charges, the timing of restructuring payments and the benefits from such activities; including, without limitation, the Company’s expectation (a) that the 2015 Efficiency Program will drive certain organizational efficiencies across the Company's Consumer and Professional segments and reduce general and administrative expenses within the Consumer and Professional segments; ~~(b) that the Company will recognize a total of approximately $11.7 million of restructuring~~ and ~~related charges for the 2015 Efficiency Program by the end of 2017; (c)~~ that cash payments related to the 2015 Efficiency Program will total approximately $12 million, including $0.2 million for capital expenditures (which capital expenditures are excluded from total restructuring and related charges expected to be recognized for the 2015 Efficiency Program), of which ~~$6.2~~$6.1 million was paid through 2016, $6.7 million was paid through March 31, 2017 and the remaining balance is expected to be paid ~~during~~in the remainder of ~~2016, with the remaining balance expected to be paid in~~ 2017; and (d) that approximately $9 million of cost reductions from the 2015 Efficiency Program are expected to benefit 2016 results and that annualized cost reductions thereafter are expected to be approximately $10 million to $15 million by the end of 2018;

(vi)

the Company’s expectation that operating revenues, cash on hand and funds available for borrowing under Products Corporation's ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the Company to cover its operating expenses for ~~2016,~~2017, including the cash requirements referred to in item (viii) below, and the Company's beliefs that (a) the cash generated by its domestic operations and availability under the ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit should be sufficient to meet its domestic liquidity needs for at least the next 12 months, and (b) restrictions and/or taxes on repatriation of foreign earnings will not have a material effect on the Company's liquidity during such period;


(vii)	the Company’s expected principal sources of funds, including operating revenues, cash on hand and funds available for borrowing under Products Corporation's ~~Amended~~2016 Revolving Credit Facility and other permitted lines of credit, as well as the availability of funds from the Company taking certain measures, including, among other things, reducing discretionary spending;

(viii)

the Company's expected principal uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the continued execution of the Company’s business strategy; payments in connection with the Company’s synergy and integration programs related to the Elizabeth Arden Acquisition (including, without limitation, for the EA Integration Restructuring Program); payments in connection with the Company's purchases of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement benefit plan contributions; payments in connection with the Company's restructuring programs; business and/or brand acquisitions (including, without limitation, through licensing transactions, if any); severance not otherwise included in the Company’s restructuring programs; 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, inblock 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 Company's market-risk sensitive instruments, ~~as well as the Company’s expectations as to the counterparty’s performance,~~ including that any risk of loss under its derivative instruments arising from any non-performance by any of the counterparties is remote;

(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 and 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;

(xiii)

the ~~Company's plan~~Company belief the allegations contained in the Second Consolidated Amended Class Action Complaint are without merit and its plans to vigorously defend against ~~the Parker, Christiansen, Ross, Hutson~~them and ~~Stein complaints and the Company’s~~its belief that ~~while~~ 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 ~~its results of operations,~~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;


(xiv)	certain estimates used by management in estimating the fair value of the assets acquired in the ~~Cutex International~~Elizabeth Arden Acquisition; and

(xv)

the Company's ~~plans to consummate~~expected benefits and other impacts from the ~~Pending Acquisition of~~ Elizabeth Arden byAcquisition, including, without limitation: (a) as a result of the ~~end of 2016, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, and the related financing transactions,~~EA Integration Restructuring Program, as well as other actions related to integrating the ~~terms~~Elizabeth Arden organization into the Company’s business, achieving annualized synergies and ~~conditions~~cost reductions of ~~such transaction.~~approximately $190 million over a multi-year period, with approximately $50 million to $60 million of synergies and cost reductions expected to benefit 2017 from the EA Integration Restructuring Program; (b) incurring, over a multi-year period, approximately $100 million to $110 million of integration-related capital expenditures and approximately $70 million to $80 million of non-restructuring integration costs related to these actions; and (c) in connection with implementing the EA Integration Restructuring Program: (1) consolidating offices, eliminating certain duplicative activities and streamlining back-office support (which are designed to reduce the Company’s SG&A expenses) and eliminating approximately 350 positions worldwide and (2) recognizing approximately $65 million to $75 million of the EA Integration Restructuring Charges (all of which are expected to be cash payments), consisting of: (i) approximately $40 million to $50 million of employee-related costs, including severance, retention and other contractual termination benefits; (ii) approximately $15 million of lease termination costs; and (iii) approximately $10 million of other related charges.

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 its ~~2015~~2016 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 2017 and 2016 (which, among other places, can be found on the SEC's website at http://~~www.sec.gov.~~www.sec.gov). Except as expressly set forth in this Form 10-Q, the information available from time to time on such ~~website~~websites shall not be deemed incorporated by reference into this 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 ~~the Company's 2015~~Products Corporation's 2016 Form 10-K ~~as updated in Part II, Item 1A. "Risk Factors" in this Form 10-Q,~~ for further discussion of risks associated with the Company's ~~business.)~~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 decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products in the Consumer, Elizabeth Arden, Professional and/or Other segments; adverse changes in 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; 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 ~~professional salons;~~sales channels; lower than expected customer acceptance or consumer acceptance of, or less than anticipated results from, the Company’s existing or new products; higher than expected restructuring or severance costs, acquisition costs and/or acquisition-related integration ~~costs;~~costs and capital expenditures, including, without limitation, synergy and integration program costs and expenses related to the Elizabeth Arden Acquisition; higher than expected pension expense and/or cash contributions under its benefit plans, costs related to litigation, advertising, promotional and/or marketing expenses or lower than expected results from the Company’s advertising, promotional, pricing and/or marketing plans; higher than expected sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise or decreased sales of the Company’s existing or new products; actions by the Company’s customers, such as inventory management 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; 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 continued volatility in the financial markets, inflation, monetary conditions and foreign currency fluctuations, foreign currency controls and/or government-mandated pricing controls, as well as in trade, monetary, fiscal and tax policies in international markets) and political conditions (such as military actions and terrorist activities);

(iii)

unanticipated costs or difficulties or delays in completing projects associated with the continued execution of the Company’s business strategy or lower than expected revenues or the inability to create value through improving our financial performance as a result of such strategy, including lower than expected sales, or higher than expected costs, including as may arise from any additional repositioning, repackaging or reformulating of one or more brands or product lines, launching of new product lines, including 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), 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 optimizing the Colomer Acquisition, the CBB Acquisition, the Cutex Acquisitions and/or the ~~Cutex International~~Elizabeth Arden Acquisition (including difficulties or delays in and/or the Company’s inability to integrate the Elizabeth Arden business which could result in less than expected synergies and/or cost reductions, more than expected costs to achieve the expected synergies and/or cost reductions or delays in achieving the expected synergies and/or cost reductions and/or less than expected benefits from the EA Integration Restructuring Program, more than expected costs in implementing such program and/or difficulties or delays, in whole or in part, in executing the EA Integration Restructuring Program), as well as the unavailability of cash on hand and/or funds under the ~~Amended~~2016 Revolving Credit Facility or from other permitted additional sources of capital to fund such potential activities;

(iv)

(A) difficulties, delays in or less than expected results from the Company’s efforts to ~~optimize the market~~build a combined organization that is entrepreneurial, agile and ~~financial performance of its~~boldly creative with a passion for beauty, having strategic brand builders developing a diverse portfolio of iconic brands that delight consumers around the world wherever and ~~assets~~however they shop for beauty and striving to be an ethical company that values inclusive leadership and is committed to sustainable and responsible growth, such as due to, among other things, less than effective product development, less than expected acceptance of its new or existing products by consumers, salon professionals and/or other customers, less than expected acceptance of its advertising, promotional, pricing and/or marketing plans and/or brand communication by consumers, salon professionals and/or customers, less than expected investment in advertising, promotional and/or marketing activities or greater than expected competitive investment, less than expected levels of advertising, promotional and/or marketing activities for its new product launches and/or less than expected levels of execution with its customers or higher than expected costs and ~~expenses, as well as due to: (a)~~expenses; and/or (B) difficulties, delays in or less than expected results from the Company’s efforts to ~~build~~strengthen its ~~strong~~portfolio of brands, strategically expand consumer's access to the Company’s brands and/or develop a cost structure that fuels investment in the Company’s brands, such as due to less than expected investment behind such activities, less than effective new product development and/or advertising, marketing or promotional programs, less than expected ~~acceptance of its~~success in expanding geographically, into new ~~or existing products,~~channels and/or ~~less than expected acceptance of its advertising, promotional, pricing~~expanding the Company’s digital capabilities and/~~or marketing plans and/or brand communication; (b) difficulties, delays in~~ or less than expected results from the Company’s efforts to create fewer, bigger and better new product launches across the Company's brands that are relevant, impactful and distinctive, such as due to less than effective product development and/or less than expected brand support; (c) less than anticipated benefits from the Pending Acquisition and/or difficulties, delays in and/or the Company’s inability to consummate such transaction; (d) difficulties, delays in or less than expected results from the Company’s efforts to drive growth by strategically entering new territories and expanding within existing territories by leveraging the Company's distribution network and penetrating new and existing sales channels, such as due to difficulties, delays in and/or the Company’s inability to consummate transactions to expand its geographical presence; (e) difficulties, delays in or less than expected results from the Company’s efforts to further drive margins by reducingreduce costs, ~~across the supply chain, eliminating overhead redundancies and leveraging purchasing scale, such as~~including, without limitation, due to higher than expected ~~costs; (f) difficulties, delays in and/or the inability~~sales returns such as those that may be related to ~~develop~~actions by the Company’s ~~organizational capability,~~customers, such as ~~difficulties~~inventory management or greater than anticipated space reconfigurations or reductions in ~~retaining and attracting highly capable people; and/or (g) difficulties, delays in and/or the inability to opportunistically acquire brands to complement the Company’s core business;~~display space;

(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 greater than anticipated costs or charges or less than anticipated cost reductions or other benefits from the 2015 Efficiency Program and/or the EA Integration Restructuring Program and/or the risk that such ~~program~~programs may not satisfy the Company’s objectives;

(vi)

lower than expected operating revenues, cash on hand and/or funds available under the ~~Amended~~2016 Revolving Credit Facility and/or other permitted lines of credit or higher than anticipated operating expenses, such as referred to in clause (viii) below, and/or less than anticipated cash generated by the Company's domestic operations or unanticipated restrictions or taxes on repatriation of foreign earnings;


(vii)	the unavailability of funds under Products Corporation's ~~Amended~~2016 Revolving Credit Facility or other permitted lines of credit; or from difficulties, delays in or the Company's inability to take other measures, such as reducing discretionary spending;

(viii)

higher than expected operating expenses, sales returns, working capital expenses, integration and/or synergy costs related to the Elizabeth Arden Acquisition, permanent wall display costs, capital expenditures, debt service payments, cash tax payments, cash pension plan contributions, other post-retirement benefit plan contributions and/or net periodic benefit costs for the pension and other post-retirement benefit plans, restructuring costs, (including, without limitation, in connection with implementing the EA Integration Restructuring Program), severance and discontinued operations not otherwise included in the Company’s restructuring programs, debt and/or equity repurchases, costs related to litigation and/or payments in connection with business and/or brand acquisitions (including, without limitation, through licensing transactions, if any), and discontinuing non-core business lines and/or exiting and/or entering certain ~~territories;~~territories and/or channels of trade;


(ix)	interest rate or foreign exchange rate changes affecting the Company and its market-risk sensitive financial instruments and/or difficulties, delays or the inability of the counterparty to perform such transactions;


(x)	difficulties, delays or the inability of the Company to efficiently manage its cash and working capital;


(xi)	lower than expected returns on pension plan assets and/or lower discount rates, which could result in higher than expected cash contributions, higher net periodic benefit costs and/or less than expected net periodic benefit income;


(xii)	unexpected significant variances in the Company's tax provision, ~~and~~ effective tax ~~rate;~~rate and/or unrecognized tax benefits;


(xiii)	~~unexpected~~unanticipated adverse effects on the Company’s business, prospects, results of operations, financial condition and/or ~~its results of operations~~cash flows as a result of unexpected developments with respect to the Company's legal proceedings; ~~and/or~~


(xiv)	changes in the fair values of the assets acquired in the ~~Cutex International~~Elizabeth Arden Acquisition due to, among other things, unanticipated future performance of the acquired ~~licenses; and~~licenses and/or other brands; and/or

(xv)

difficulties with, delays in and/or the ~~acquisition of Elizabeth Arden not being timely completed, if completed at all; risks associated with~~Company’s inability to achieve, in whole or in part, or within the ~~financing of~~expected timeframe the expected benefits from the Elizabeth Arden ~~acquisition; prior to the completion of the Elizabeth Arden acquisition,~~Acquisition, such as (a) the Company’s or the Elizabeth Arden’s respective businesses experiencing disruptions due to ~~transaction-related~~management’s focus on executing the business integration activities and/or due to employee uncertainty during the integration transition period or other factors making it more difficult to maintain relationships with customers, suppliers, employees and other business ~~partners or governmental entities; and~~partners; (b) the Company being unable to successfully implement, in whole or in part, its integration strategies, ~~or realize the anticipated benefits of the Elizabeth Arden acquisition,~~ including the possibility that the expected synergies and cost reductions from the ~~proposed acquisition~~Elizabeth Arden Acquisition will not be realized or will not be realized within the expected time ~~period.~~period; (c) difficulties, delays or the inability of the Company to successfully complete the EA Integration Restructuring Program, in whole or in part, which could result in less than expected operating and financial benefits from such actions; (d) difficulties, delays or the inability of the Company to realize, in whole or in part, the anticipated benefits from the EA Integration Restructuring Program, such as difficulties with, delays in or the Company’s inability to generate certain reductions in its SG&A and/or eliminate certain positions; (e) delays in completing the EA Integration Restructuring Program, which could reduce the benefits realized from such activities; (f) higher than anticipated restructuring charges and/or payments in connection with completing the EA Integration Restructuring Program and/or changes in the expected timing of such charges and/or payments; and/or (g) difficulties with, delays in and/or the Company’s inability to achieve, in whole or in part, or within the expected timeframe approximately $190 million of multi-year annualized synergies and cost reductions and approximately $50 million to $60 million of synergies and cost reductions to benefit 2017, such as due to the Company being unable to successfully implement integration strategies and/or changes in the timing of realizing such synergies and cost reductions, such as due to less than anticipated liquidity to fund such activities and/or more than expected capital expenditures, non-restructuring integration costs or other costs to achieve the expected synergies and/or cost reductions.

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.

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

Website Availability of Reports, Corporate Governance Information and Other Financial Information

Revlon, Inc., which owns 100% of Products Corporation's common stock maintains a comprehensive corporate governance program, including Corporate Governance Guidelines for ~~Revlon, Inc.’s~~Revlon’s Board of Directors, ~~Revlon, Inc.’s~~Revlon’s Board Guidelines for Assessing Director Independence and charters for ~~Revlon, Inc.’s~~Revlon’s Audit Committee and Compensation Committee. Revlon ~~Inc.~~ maintains a corporate investor relations website, www.revloninc.com, where stockholders and other interested persons may review, without charge, among other things, ~~Revlon, Inc.'s~~Revlon's corporate governance materials and certain SEC filings (such as ~~Revlon, Inc.'s~~Revlon's annual reports on Form 10-K, 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, Inc.’s~~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. In addition, under the section of the website entitled, "Corporate Governance," Revlon ~~Inc.~~ posts printable copies of the latest versions of its Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence, charters for ~~Revlon, Inc.'s~~Revlon's Audit Committee and Compensation Committee, as well as ~~Revlon, Inc.'s~~Revlon's and the Company's Code of Conduct and Business Ethics, which includes ~~Revlon, Inc.'s~~Revlon's and 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.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~(all tabular amounts in millions)~~

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

~~Following Revlon, Inc.’s and Products Corporation’s~~As previously disclosed, following the announcement of the execution of the Elizabeth Arden Merger Agreement, ~~by and among Revlon, Inc., Products Corporation, Acquisition Sub and Elizabeth Arden, pursuant to which, among other things, Acquisition Sub will merge with and into Elizabeth Arden, five~~several putative shareholder class action lawsuits and a derivative lawsuit ~~have been~~were filed challenging the Merger. ~~On June 24,~~In addition to the complaints filed on behalf of plaintiffs Parker, Christiansen, Ross and Stein, on July 25, 2016, a ~~putative shareholder class action~~ lawsuit ~~(Parker~~(Hutson v. Elizabeth Arden, Inc., et al., Case No. ~~CACE-16-011781)~~CACE-16-013566) (referred to as the ~~“Parker~~“Hutson complaint”) was filed in ~~the Circuit Court of~~ the Seventeenth Judicial Circuit in and for Broward County, Florida (the “Court”) against Elizabeth Arden, the members of ~~Elizabeth Arden’s~~the board of directors of Elizabeth Arden, Revlon, ~~Inc.~~Products Corporation and ~~Products Corporation.~~Acquisition Sub. In general, the ~~Parker~~Hutson complaint alleges that: (i) the members of Elizabeth Arden’s board of directors breached their fiduciary duties to Elizabeth Arden’s shareholders with respect to the Merger, by, among other things, approving the Merger pursuant to an ~~allegedly~~ unfair process and at an ~~allegedly~~ inadequate and unfair price; and (ii) ~~Elizabeth Arden,~~ Revlon, ~~Inc. and~~ Products Corporation and Acquisition Sub aided and abetted the breaches of fiduciary duty by the members of Elizabeth Arden’s ~~board of directors.~~board. The plaintiff seeks ~~among~~relief similar to that sought in the Parker case.

By Order dated August 4, 2016, all five cases were consolidated by the Court into a Consolidated Amended Class Action. Thereafter, on August 11, 2016 a Consolidated Amended Class Action Complaint was filed, seeking to enjoin defendants from consummating the Merger and/or from soliciting shareholder votes. To the extent that the Merger was consummated, the Consolidated Amended Class Action Complaint seeks to rescind the Merger or recover rescissory or other ~~things, injunctive~~compensatory damages, along with costs and fees. The grounds for relief ~~prohibiting~~set forth in the Consolidated Amended Class Action Complaint in large part track those grounds as asserted in the five individual complaints, as previously disclosed. Class counsel advised that post consummation of the Merger ~~compensatory damages, rescissory damages~~they were going to file a Second Consolidated Amended Class Action Complaint. The Second Consolidated Amended Class Action Complaint (which superseded the Consolidated Amended Class Action Complaint) was ultimately filed on or about January 26, 2017. Like the Consolidated Amended Class Action complaint, the grounds for relief set forth in the ~~event the Merger is consummated, and an award of attorneys’ fees and expenses.~~

~~On June 29, 2016, a putative shareholder class action and derivative lawsuit (Christiansen v. Rhône Capital L.L.C. et al., Case No. CACE-16-011746) (referred to~~Second Consolidated Amended Class Action Complaint in large part track those grounds as ~~the “Christiansen complaint”) was filed~~asserted in the ~~Circuit Court of~~five individual complaints. Motions to dismiss the Seventeenth Judicial Circuit in and for Broward County, Florida against Rhône Capital L.L.C. (“Rhône”), Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. (collectively, “Nightingale”), the members of Elizabeth Arden’s board of directors, Revlon, Inc. and Products Corporation. In general, the Christiansen complaint alleges that: (i) the members of Elizabeth Arden’s board of directors breached their fiduciary duties to the holders of Elizabeth Arden’s common stock and to Elizabeth Arden by, among other things, approving the Merger pursuant to a flawed process that placed the interests of the holders of Elizabeth Arden’s preferred stock ahead of the interests of Elizabeth Arden and the holders of Elizabeth Arden common stock; (ii) Rhône and Nightingale, an alleged controlling shareholder of Elizabeth Arden, breached its alleged fiduciary duties to the holders of Elizabeth Arden common stock and to Elizabeth Arden by forcing Elizabeth Arden to agree to the allegedly unfair terms of the Merger; and (iii) Revlon, Inc. and Products Corporation aided and abetted the breaches of fiduciary duty by the members of Elizabeth Arden’s board of directors to the holders of Elizabeth Arden common stock and to Elizabeth Arden. The plaintiff seeks, among other things, injunctive relief prohibiting consummation of the Merger, a declaration that the Merger Agreement was entered into in breach of the fiduciary duties owed to Elizabeth Arden and holders of Elizabeth Arden common stock by the members of Elizabeth Arden’s board of directors, Rhône, and Nightingale, and an award of attorneys’ fees and expenses.

~~On July 19, 2016, a putative class action lawsuit (Ross v. Elizabeth Arden, Inc., et al., Case No. CACE-16-013220) (referred to as the “Ross complaint”) was~~Second Consolidated Amended Class Action Complaint were filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against Elizabeth Arden, the members of Elizabeth Arden’s board of directors, Revlon, Inc. and Products Corporation. In general the Ross complaint alleges that: (i) the members of Elizabeth Arden’s board of directors breached their fiduciary duties to Elizabeth Arden’s public shareholders by, among other things, approving the Merger pursuant to an allegedly inadequate and unfair sale process and at an allegedly inadequate and unfair price depriving Elizabeth Arden’s public shareholders of the true value of their investment and diverting consideration to themselves; and (ii) Revlon, Inc. and Products Corporation knowingly assisted, and aided and abetted the breaches of fiduciary duty by the members of Elizabeth Arden’s board of directors. The plaintiff seeks, among other things, injunctive relief prohibiting consummation of the Merger, compensatory damages or rescissory damages in the event the Merger is consummated, and an award of attorneys’ fees and expenses.

On July 25, 2016, a putative class action lawsuit (Stein v. Rhône Capital L.L.C., et al., Case No. CACE-16-013580) (referred to as the “Stein complaint”) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against Rhône, Nightingale, the members of Elizabeth Arden’s board of directors, Revlon, Inc. and Products Corporation. In general, the Stein complaint alleges that: (i) the members of Elizabeth Arden’s board of directors breached their fiduciary duties to the holders of Elizabeth Arden common stock by, among other things, approving the Merger pursuant to an allegedly flawed process and placing the interests of the holders of Elizabeth Arden’s preferred stock over those of the holders of Elizabeth Arden common stock; (ii) Rhône and Nightingale, an alleged controlling shareholder of Elizabeth Arden, breached its alleged fiduciary duties to the holders of Elizabeth Arden common stock by compelling Elizabeth Arden and the members of Elizabeth Arden’s board of directors to approve the Merger and agree to allegedly unfavorable terms in the Merger Agreement; and (iii) Revlon, Inc. and Products Corporation aided and abetted the breaches of fiduciary duty by the members of Elizabeth Arden’s board of directors, Rhône and Nightingale to the detriment of Elizabeth Arden’s public shareholders. The plaintiff seeks, among other things, injunctive relief prohibiting consummation of the Merger, a declaration that the Merger Agreement was entered into in breach of the fiduciary

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~(all tabular amounts in millions)~~

duties of the members of Elizabeth Arden’s board of directors, Rhône and Nightingale, rescission of the Merger Agreement to the extent already implemented, and an award of attorneys’ fees and expenses.

on March 28, 2017.

The Company believes the allegations contained in the ~~Parker complaint, the Christiansen complaint, the Ross complaint, the Hutchinson complaint and the Stein complaint~~Second Consolidated Amended Class Action Complaint are without merit and intends to vigorously defend against them.

Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future.

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 ~~its results of operations.~~cash flows. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period.

Item 1A. Risk Factors

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 2015~~Products Corporation's 2016 Form ~~10-K, as well as the following updates to such risk factors:~~

~~The results of the U.K.’s referendum on its withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and the Company's business.~~

The Company is a multinational company with worldwide operations, including material business operations in Europe. In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the U.K. formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the U.K. and the European Union and has given rise to calls for the governments of other European Union member states to consider withdrawal from the European Union. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future U.K. laws and regulations as the U.K. determines which European Union laws to replace or replicate in the event of a withdrawal, including financial laws and regulations, tax and free trade agreements, intellectual property rights, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, could decrease foreign direct investment in the U.K., increase costs, depress economic activity, restrict the Company’s access to capital and make regulatory compliance and the distribution, sourcing, manufacturing and sales and marketing of the Company’s products more difficult or costly. If the U.K. and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the U.K. and other European Union member states or among the European economic area overall could be diminished or eliminated. Approximately 5% of the Company's net sales are in the U.K. and approximately 20% of the Company's net sales are in the remainder of the European Union. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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

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

~~The Company may not realize the anticipated synergies, net cost reductions and growth opportunities from the Pending Acquisition.~~

The benefits that the Company expects to achieve as a result of the Pending Acquisition of Elizabeth Arden will depend, in part, on the ability of the combined company to realize anticipated growth opportunities, net cost reductions and synergies. The Company’s success in realizing these growth opportunities, net cost reductions and synergies, and the timing of this realization, depends on the successful integration of the Company’s historical business and operations and the historical business and operations of Elizabeth Arden. Even if the Company is able to integrate the businesses and operations of Products Corporation and Elizabeth Arden successfully, this integration may not result in the realization of the full benefits of the growth opportunities, net cost reductions and synergies that the Company currently expects from this integration within the anticipated time frame or at all. For

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~10-K.

example, the Company may be unable to eliminate duplicative costs. Moreover, the Company may incur substantial expenses in connection with the integration of its business and Elizabeth Arden’s business. While the Company anticipates that certain expenses will be incurred, such expenses are difficult to estimate accurately and may exceed current estimates. Accordingly, the benefits from the Pending Acquisition may be offset by costs or delays incurred in integrating the businesses. The projected net cost reductions and synergies related to the Pending Acquisition are based on a number of assumptions relating to the Company’s business and Elizabeth Arden’s business. Those assumptions may be inaccurate, and, as a result, the Company’s projected net cost reductions and synergies may be inaccurate, and the Company's business, prospects, results of operations, financial condition and/or cash flows could be materially and adversely affected.

Item 5. Other Information

None.

~~REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Item 6. Exhibits



~~2.1~~*4.1	~~Agreement and Plan~~Second Supplemental Indenture, dated as of ~~Merger, dated June 16, 2016,~~February 13, 2017, by and among ~~Revlon, Inc., Revlon Consumer~~ Products Corporation, ~~RR Transaction Corp.~~Cutex, Inc. (a subsidiary of Products Corporation), the other Subsidiary Guarantors (as defined in the 6.25% Senior Notes Indenture) and ~~Elizabeth Arden, Inc. (incorporated by reference to Exhibit 2.1 to Revlon, Inc.'s Form 8-K filed with~~U.S. Bank National Association, as trustee under the ~~SEC on June 17, 2016).~~ 6.25% Senior Notes Indenture.
~~10.1~~*4.2	~~Preferred Stock Repurchase and Warrant Cancellation Agreement,~~Fifth Supplemental Indenture, dated ~~June 16, 2016,~~as of February 13, 2017, by and among ~~Revlon,~~Cutex, Inc., ~~Revlon Consumer~~ Products Corporation, ~~RR Transaction Corp., Elizabeth Arden, Inc., Nightingale Onshore Holdings L.P.~~the other Guarantors (as defined in the 5.75% Senior Notes Indenture) and ~~Nightingale Offshore Holdings L.P. (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with~~U.S. Bank National Association, as trustee under the ~~SEC on June 17, 2016).~~5.75% Senior Notes Indenture.
~~10.2~~	Support Agreement, dated June 16, 2016, by and among Revlon, Inc., Revlon Consumer Products Corporation, RR Transaction Corp., Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. (incorporated by reference to Exhibit 10.2 to Revlon, Inc.'s Form 8-K filed with the SEC on June 17, 2016).
~~10.3~~	Support Agreement, dated June 16, 2016, by and among Revlon, Inc., Revlon Consumer Products Corporation, RR Transaction Corp. and E. Scott Beattie (incorporated by reference to Exhibit 10.3 to Revlon, Inc.'s Form 8-K filed with the SEC on June 17, 2016).
~~10.4~~10.1	Employment Agreement, dated as of April ~~12, 2016,~~17, 2017, between ~~the Company~~Revlon, Products Corporation and ~~Juan R. Figuereo~~Christopher Peterson (incorporated by reference to ~~Exhibit 10.1 to Revlon, Inc.'s~~Revlon's Current Report on Form 8-K filed with the SEC on April ~~12, 2016).~~
~~10.5~~	Amendment, dated April 21, 2016, to the Transition and Separation Agreement and Release between the Company and Lorenzo Delpani (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with the SEC on April 22, 2016)17, 2017).
*31.1	Certification of Fabian T. Garcia, Chief Executive Officer, dated ~~July 29, 2016,~~May 5, 2017, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31.2	Certification of Juan R. Figuereo, Chief Financial Officer, dated ~~July 29, 2016,~~May 5, 2017, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
32.1 (furnished herewith)	Certification of Fabian T. Garcia, Chief Executive Officer, dated ~~July 29, 2016,~~May 5, 2017, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (furnished herewith)	Certification of Juan R. Figuereo, Chief Financial Officer, dated ~~July 29, 2016,~~May 5, 2017, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS101.INS	XBRL Instance Document
101.SCH101.SCH	XBRL Taxonomy Extension Schema
101.CAL101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~July 29, 2016~~May 5, 2017



Revlon Consumer Products Corporation
(Registrant)

By: /s/ Fabian T. Garcia	By: /s/ Juan R. Figuereo	By: /s/ Siobhan Anderson
Fabian T. Garcia	Juan R. Figuereo	Siobhan Anderson
President,	~~Executive Vice President and~~Chief Financial Officer	Senior Vice President,
Chief Executive Officer and	~~Chief Financial Officer~~	Chief Accounting Officer,
Director		Corporate Controller, Treasurer
		and Investor Relations

5349



	RCPC Preferred Stock		Additional Paid-In-Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholder's Deficiency
Balance, January 1, 2016	$	54.6	$	957.5	$	(1,258.4	)	$	(245.3	)	$	(491.6	)
Stock-based compensation amortization			3.3								3.3
Excess tax benefits from stock-based compensation			0.1								0.1
Net income					22.3						22.3
Other comprehensive loss, net ^(a)								8.4			8.4
Balance, June 30, 2016	$	54.6	$	960.9	$	(1,236.1	)	$	(236.9	)	$	(457.5	)



	Six Months Ended June 30,
	2016			2015 (as adjusted)^(a)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	22.3		$	28.1
Adjustments to reconcile net income to net cash used in by operating activities:
Depreciation and amortization	52.2			50.8
Foreign currency losses from re-measurement	4.2			8.8
Amortization of debt discount	0.7			0.7
Stock-based compensation amortization	3.3			2.8
Provision for deferred income taxes	7.1			19.5
Amortization of debt issuance costs	2.9			2.8
Loss (gain) on sale of certain assets	0.3			(3.0		)
Pension and other post-retirement income	(0.3		)	(1.3		)
Change in assets and liabilities:
Increase in trade receivables	(24.7		)	(18.7		)
Increase in inventories	(25.6		)	(36.1		)
Increase in prepaid expenses and other current assets	(31.0		)	(25.1		)
(Decrease) increase in accounts payable	(0.7		)	29.6
Decrease in accrued expenses and other current liabilities	(43.1		)	(25.5		)
Pension and other post-retirement plan contributions	(3.6		)	(5.2		)
Purchases of permanent displays	(17.5		)	(22.0		)
Other, net	(3.7		)	(3.7		)
Net cash (used in) provided by operating activities	(57.2		)	2.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(18.6		)	(17.2		)
Business acquisitions	(29.2		)	(34.2		)
Proceeds from the sale of certain assets	0.4			2.0
Net cash used in investing activities	(47.4		)	(49.4		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft	(8.4		)	6.6
Repayments under the Acquisition Term Loan	(15.1		)	(15.9		)
Prepayments under the 2011 Term Loan	(11.5		)	(12.1		)
Other financing activities	(1.6		)	(2.1		)
Net cash used in financing activities	(36.6		)	(23.5		)
Effect of exchange rate changes on cash and cash equivalents	0.1			(5.9		)
Net decrease in cash and cash equivalents	(141.1		)	(76.3		)
Cash and cash equivalents at beginning of period	326.9			275.3
Cash and cash equivalents at end of period	$	185.8		$	199.0
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest	$	41.2		$	37.9
Income taxes, net of refunds	12.9			10.8



Consolidated Balance Sheets	Total as reported at 12/31/2015		Adjustment		Total as adjusted at 12/31/2015
Deferred income taxes - current	58.0		(58.0	)	—
Deferred income taxes - noncurrent	38.5		11.3		49.8
Other long-term liabilities	117.5		(46.7	)	70.8

Consolidated Statements of Cash Flows	Total as reported at 6/30/2015		Adjustment		Total as adjusted at 6/30/2015
Increase in prepaid expense and other current assets	(25.2	)	0.1		(25.1	)
Decrease in accrued expenses and other current liabilities	(25.4	)	(0.1	)	(25.5	)



	Fair Value at May 31, 2016
Inventory	$	0.8
Purchased Intangible Assets ^(a)	19.7
Goodwill	8.6
Total consideration transferred	$	29.1



	June 30, 2016			December 31, 2015
Amended Term Loan Facility: Acquisition Term Loan due 2019, net of discounts and debt issuance costs ^(a)	$	648.5		$	662.1
Amended Term Loan Facility: 2011 Term Loan due 2017, net of discounts and debt issuance costs ^(a)	648.2			658.5
Amended Revolving Credit Facility ^(b)	—			—
5¾% Senior Notes due 2021, net of debt issuance costs ^(c)	493.1			492.5
Spanish Government Loan due 2025 ^(d)	0.6			0.6
	1,790.4			1,813.7
Less current portion (*)	(6.8		)	(30.0		)
	$	1,783.6		$	1,783.7



	Income Statement Classification	Amount of Gain (Loss) Recognized in Net Income
		Three Months Ended June 30,						Six Months Ended June 30,
		2016			2015			2016			2015
Derivatives designated as hedging instruments:
2013 Interest Rate Swap	Interest Expense	$	(1.1	)	$	(0.5	)	$	(2.2	)	$	(0.5	)
Derivatives not designated as hedging instruments:
FX Contracts	Foreign currency gain (loss), net	$	0.3		$	0.4		$	(0.5	)	$	0.9



	2013 Interest Rate Swap
Beginning accumulated losses at March 31, 2016	(4.7		)
Reclassifications into earnings (net of $0.4 million tax expense)^(a)	0.7
Change in fair value (net of $0.3 million tax benefit)	(0.5		)
Ending accumulated losses at June 30, 2016	$	(4.5	)



	2013 Interest Rate Swap
Beginning accumulated losses at March 31, 2015	(4.1		)
Reclassifications into earnings (net of $0.2 million tax expense)^(a)	0.3
Change in fair value (net of $0.2 million tax benefit)	(0.4		)
Ending accumulated losses at June 30, 2015	$	(4.2	)



Condensed Consolidating Balance Sheets
As of June 30, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	61.9		$	71.4		$	52.5	$	—		$	185.8
Trade receivables, less allowances for doubtful accounts	93.9			45.3			129.2		—			268.4
Inventories	92.5			38.0			79.1		—			209.6
Prepaid expenses and other	154.6			6.8			40.1		—			201.5
Intercompany receivables	778.9			451.2			79.2		(1,309.3		)	—
Investment in subsidiaries	576.4			(6.2		)	—		(570.2		)	—
Property, plant and equipment, net	127.4			26.7			62.7		—			216.8
Deferred income taxes	7.2			—			34.5		—			41.7
Goodwill	182.4			30.0			264.3		—			476.7
Intangible assets, net	53.8			152.8			122.3		—			328.9
Other assets	50.6			13.4			25.4		—			89.4
Total assets	$	2,179.6		$	829.4		$	889.3	$	(1,879.5	)	$	2,018.8
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	14.1	$	—		$	14.1
Current portion of long-term debt	6.7			—			0.1		—			6.8
Accounts payable	74.2			28.7			84.7		—			187.6
Accrued expenses and other	134.4			16.5			82.3		—			233.2
Intercompany payables	427.6			461.3			420.4		(1,309.3		)	—
Long-term debt	1,783.1			—			0.5		—			1,783.6
Other long-term liabilities	211.1			5.9			34.0		—			251.0
Total liabilities	2,637.1			512.4			636.1		(1,309.3		)	2,476.3
Stockholder’s deficiency	(457.5		)	317.0			253.2		(570.2		)	(457.5		)
Total liabilities and stockholder’s deficiency	$	2,179.6		$	829.4		$	889.3	$	(1,879.5	)	$	2,018.8



Condensed Consolidating Balance Sheets
As of December 31, 2015
(as adjusted)
	Products Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	141.5		$	93.0	$	92.4	$	—		$	326.9
Trade receivables, less allowances for doubtful accounts	79.7			44.5		120.7		—			244.9
Inventories	88.1			34.5		61.2		—			183.8
Prepaid expenses and other	136.9			3.3		30.5		—			170.7
Intercompany receivables	692.1			366.5		95.2		(1,153.8		)	—
Investment in subsidiaries	591.0			16.3		—		(607.3		)	—
Property, plant and equipment, net	124.8			28.1		62.4		—			215.3
Deferred income taxes	5.8			—		44.0		—			49.8
Goodwill	182.4			30.0		257.3		—			469.7
Intangible assets, net	56.6			156.7		104.7		—			318.0
Other assets	49.4			9.6		25.1		—			84.1
Total assets	$	2,148.3		$	782.5	$	893.5	$	(1,761.1	)	$	2,063.2
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—	$	11.3	$	—		$	11.3
Current portion of long-term debt	29.9			—		0.1		—			30.0
Accounts payable	85.3			29.2		86.8		—			201.3
Accrued expenses and other	175.1			18.9		78.4		—			272.4
Intercompany payables	360.4			401.0		392.4		(1,153.8		)	—
Long-term debt	1,783.2			—		0.5		—			1,783.7
Other long-term liabilities	206.0			0.8		49.3		—			256.1
Total liabilities	2,639.9			449.9		618.8		(1,153.8		)	2,554.8
Stockholder's deficiency	(491.6		)	332.6		274.7		(607.3		)	(491.6		)
Total liabilities and stockholder’s deficiency	2,148.3			782.5		893.5		(1,761.1		)	2,063.2



Condensed Consolidating Statements of Income and Comprehensive Income
For the Three Months Ended June 30, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	229.4		$	85.6		$	187.8		$	(13.9	)	$	488.9
Cost of sales	83.0			31.8			70.6			(13.9		)	171.5
Gross profit	146.4			53.8			117.2			—			317.4
Selling, general and administrative expenses	123.7			37.2			95.9			—			256.8
Acquisition and integration costs	5.2			—			0.3			—			5.5
Restructuring charges and other, net	(0.2		)	0.1			0.6			—			0.5
Operating income	17.7			16.5			20.4			—			54.6
Other expenses (income):
Intercompany interest, net	(2.0		)	(0.2		)	2.2			—			—
Interest expense	20.7			—			0.2			—			20.9
Amortization of debt issuance costs	1.4			—			—			—			1.4
Foreign currency losses (gains), net	1.8			(0.6		)	7.3			—			8.5
Miscellaneous, net	(12.5		)	(3.2		)	15.9			—			0.2
Other expenses (income), net	9.4			(4.0		)	25.6			—			31.0
Income (loss) from continuing operations before income taxes	8.3			20.5			(5.2		)	—			23.6
(Benefit from) provision for income taxes	(3.8		)	12.8			2.8			—			11.8
Income (loss) from continuing operations	12.1			7.7			(8.0		)	—			11.8
Loss from discontinued operations, net of taxes	—			—			(2.5		)	—			(2.5		)
Equity in loss of subsidiaries	(2.8		)	(6.2		)	—			9.0			—
Net income (loss)	$	9.3		$	1.5		$	(10.5	)	$	9.0		$	9.3
Other comprehensive income (loss)	4.8			(3.1		)	(5.4		)	8.5			4.8
Total comprehensive income (loss)	$	14.1		$	(1.6	)	$	(15.9	)	$	17.5		$	14.1



Condensed Consolidating Statements of Income and Comprehensive Income
For the Three Months Ended June 30, 2015
	Products Corporation			Guarantor Subsidiaries				Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	268.4		$	85.3			$	178.6		$	(49.9	)	$	482.4
Cost of sales	114.4			33.0				63.8			(49.9		)	161.3
Gross profit	154.0			52.3				114.8			—			321.1
Selling, general and administrative expenses	119.3			40.2				97.4			—			256.9
Acquisition and integration costs	4.7			—				—			—			4.7
Restructuring charges and other, net	(0.7		)	0.6			—	(3.5		)	—			(3.6		)
Operating income	30.7			11.5				20.9			—			63.1
Other expenses (income):
Intercompany interest, net	(2.1		)	—				2.1			—			—
Interest expense	20.3			—				0.2			—			20.5
Amortization of debt issuance costs	1.4			—				—			—			1.4
Foreign currency (gains), net	(1.4		)	—				(6.5		)	—			(7.9		)
Miscellaneous, net	11.4			(2.9		)		(8.3		)	—			0.2
Other expenses (income), net	29.6			(2.9		)		(12.5		)	—			14.2
Income from continuing operations before income taxes	1.1			14.4				33.4			—			48.9
Provision for income taxes	9.5			9.5				2.4			—			21.4
Loss (income) from continuing operations	(8.4		)	4.9				31.0			—			27.5
Income from discontinued operations, net of taxes	—			—				—			—			—
Equity in loss of subsidiaries	35.9			22.6				—			(58.5		)	—
Net income	$	27.5		$	27.5			$	31.0		$	(58.5	)	$	27.5
Other comprehensive income (loss)	2.5			(1.8		)		1.8			—			2.5
Total comprehensive income	$	30.0		$	25.7			$	32.8		$	(58.5	)	$	30.0



Condensed Consolidating Statements of Income and Comprehensive Income
For the Six Months Ended June 30, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	428.1		$	168.6		$	346.0		$	(14.2	)	$	928.5
Cost of sales	145.2			62.2			132.2			(14.2		)	325.4
Gross profit	282.9			106.4			213.8			—			603.1
Selling, general and administrative expenses	247.7			72.8			182.1			—			502.6
Acquisition and integration costs	5.6			—			0.4			—			6.0
Restructuring charges and other, net	—			0.7			1.1			—			1.8
Operating income	29.6			32.9			30.2			—			92.7
Other expenses (income):
Intercompany interest, net	(4.3		)	0.1			4.2			—			—
Interest expense	41.6			—			0.3			—			41.9
Amortization of debt issuance costs	2.9			—			—			—			2.9
Foreign currency losses (gains), net	2.1			(0.3		)	3.3			—			5.1
Miscellaneous, net	(34.7		)	3.8			31.4			—			0.5
Other expenses, net	7.6			3.6			39.2			—			50.4
Income (loss) from continuing operations before income taxes	22.0			29.3			(9.0		)	—			42.3
(Benefit from) provision for income taxes	(8.5		)	26.2			0.2			—			17.9
Income (loss) from continuing operations	30.5			3.1			(9.2		)	—			24.4
Loss from discontinued operations, net of taxes	—			—			(2.1		)	—			(2.1		)
Equity in loss of subsidiaries	(8.2		)	(12.1		)	—			20.3			—
Net income (loss)	$	22.3		$	(9.0	)	$	(11.3	)	$	20.3		$	22.3
Other comprehensive income (loss)	8.4			(7.5		)	(8.2		)	15.7			8.4
Total comprehensive income (loss)	$	30.7		$	(16.5	)	$	(19.5	)	$	36.0		$	30.7



Condensed Consolidating Statements of Income and Comprehensive Income
For the Six Months Ended June 30, 2015
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	511.8		$	166.3		$	334.8		$	(92.0	)	$	920.9
Cost of sales	215.6			60.7			119.3			(92.0		)	303.6
Gross profit	296.2			105.6			215.5			—			617.3
Selling, general and administrative expenses	245.8			68.8			189.2			—			503.8
Acquisition and integration costs	5.9			—			—			—			5.9
Restructuring charges and other, net	(0.5		)	0.7			(3.3		)	—			(3.1		)
Operating income	45.0			36.1			29.6			—			110.7
Other expenses (income):
Intercompany interest, net	(4.1		)	(0.1		)	4.2			—			—
Interest expense	40.3			—			0.2			—			40.5
Amortization of debt issuance costs	2.8			—			—			—			2.8
Foreign currency (gains) losses, net	(1.2		)	(0.5		)	9.7			—			8.0
Miscellaneous, net	(6.2		)	(1.4		)	7.8			—			0.2
Other expenses (income), net	31.6			(2.0		)	21.9			—			51.5
Income from continuing operations before income taxes	13.4			38.1			7.7			—			59.2
Provision for income taxes	11.0			18.1			1.9			—			31.0
Income from continuing operations	2.4			20.0			5.8			—			28.2
Loss from discontinued operations, net of taxes	—			—			(0.1		)	—			(0.1		)
Equity in loss of subsidiaries	25.7			12.4			—			(38.1		)	—
Net income	$	28.1		$	32.4		$	5.7		$	(38.1	)	$	28.1
Other comprehensive loss	(11.1		)	(2.8		)	(13.3		)	16.1			(11.1		)
Total comprehensive income (loss)	$	17.0		$	29.6		$	(7.6	)	$	(22.0	)	$	17.0



Condensed Consolidating Statements of Cash Flows
Six Months Ended June 30, 2015
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(1.7	)	$	(0.3	)	$	4.5		$	—	$	2.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(10.6		)	(2.5		)	(4.1		)	—		(17.2		)
Business acquisition, net of cash acquired	—			—			(34.2		)	—		(34.2		)
Proceeds from the sale of certain assets	0.4			1.5			0.1			—		2.0
Net cash used in investing activities	(10.2		)	(1.0		)	(38.2		)	—		(49.4		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft	4.0			—			2.6			—		6.6
Repayments under the Acquisition Term Loan	(15.9		)	—			—			—		(15.9		)
Prepayments under the 2011 Term Loan	(12.1		)	—			—			—		(12.1		)
Other financing activities	(1.9		)	—			(0.2		)	—		(2.1		)
Net cash (used in) provided by financing activities	(25.9		)	—			2.4			—		(23.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(5.9		)	—		(5.9		)
Net decrease in cash and cash equivalents	(37.8		)	(1.3		)	(37.2		)	—		(76.3		)
Cash and cash equivalents at beginning of period	$	104.2		$	88.1		$	83.0		$	—	$	275.3
Cash and cash equivalents at end of period	$	66.4		$	86.8		$	45.8		$	—	$	199.0

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