On May 7, 2020 (the “Facilities Closing Date”), Revlon Consumer Products Corporation (“Products Corporation”), the direct wholly-owned operating subsidiary of Revlon, Inc. (“Revlon” and together with Products Corporation and its subsidiaries, the “Company”), entered into a term credit agreement (the “BrandCo Credit Agreement”) with Revlon, Jefferies Finance LLC, as administrative agent and collateral agent, and certain financial institutions (the “2020 Facilities Lenders”) that are lenders or the affiliates of lenders under Products Corporation’s Term Credit Agreement, dated as of September 7, 2016 and amended on April 30, 2020 (as amended to date, the “2016 Term Loan Facility”) and as amended on the Facilities Closing Date, as further described below. Pursuant to the BrandCo Credit Agreement, the 2020 Facilities Lenders provided the Company with new and roll-up senior secured term loan facilities (the “2020 Facilities” and, together with the use of proceeds thereof and the Extension Amendment (as defined below), the “2020 Refinancing Transactions”).

~~Principal and Maturity:~~ The 2020 Facilities consist of: (i) a senior secured term loan facility in an aggregate principal amount outstanding on the Facilities Closing Date of $815 million, plus the amount of certain fees that have been capitalized (the “2020 BrandCo Facility”); (ii) commitments in respect of a senior secured term loan facility in an aggregate principal amount of $950 million (the “Roll-up BrandCo Facility”); and (iii) a senior secured term loan facility in an aggregate principal amount outstanding on the Facilities Closing Date of $3 million (the “Junior Roll-up BrandCo Facility”). Additionally, within 15 business days after the Facilities Closing Date, Products Corporation may borrow from the 2020 Facilities Lenders an additional $65 million of term loans under the 2020 Brandco Facility to refinance revolving loans under the 2016 Term Loan Facility, upon which the 2020 BrandCo Facility would have an aggregate principal amount outstanding of $880 million.

~~The proceeds of the 2020 BrandCo Facility were used: (i) to repay in full approximately $200 million of indebtedness outstanding~~ under Products Corporation’s Term Credit Agreement, dated as of August 6, 2019; and (ii) to pay fees and expenses in connection with the 2020 Facilities and the 2020 Refinancing Transactions. The Company will use the remaining net proceeds for general corporate purposes, including repurchasing and retiring Products Corporation’s outstanding 5.75% Senior Notes at prevailing market prices. The proceeds of the Roll-up BrandCo Facility are available prior to the third anniversary of the Facilities Closing Date to purchase an equivalent amount of term loans under the 2016 Term Loan Facility held by the lenders participating in the 2020 BrandCo Facility or their transferees. The proceeds of the Junior Roll-up BrandCo Facility were used to purchase at par an equivalent amount of term loans under the 2016 Term Loan Facility held by such lenders.

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

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

~~Contribution and License Agreements:~~ In connection with the pledge of the Specified Brand Assets, Products Corporation and certain of its subsidiaries contributed the Specified Brand Assets to the BrandCos. Products Corporation has entered into license

~~Table of Contents~~

~~COMBINED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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

and royalty arrangements on arm’s length terms with the relevant BrandCos to provide for the continued use of the Specified Brand Assets by Products Corporation and its subsidiaries during the term of the Facilities.

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

~~Affirmative and Negative Covenants:~~ The 2020 Facilities contain certain affirmative and negative covenants that, among other things, limit Products Corporation’s and its restricted subsidiaries’ ability to: (i) incur additional debt; (ii) incur liens; (iii) sell, transfer or dispose of assets; (iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated, unsecured or junior lien debt; (vii) enter into certain transactions with their affiliates; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debt. The 2020 Facilities also restrict distributions and other payments from the BrandCos based on certain minimum thresholds of net sales with respect to the Specified Brand Assets. The 2020 Facilities also contain certain customary representations, warranties and events of default.

~~Prepayments:~~ The 2020 Facilities are subject to certain mandatory prepayments, including from the net proceeds from the issuance of certain additional debt and asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property, subject to certain exceptions. The 2020 Facilities may be repaid at any time, subject to customary prepayment premiums.

~~2016 Term Loan Facility Extension Amendment~~: Term loan lenders under the 2016 Term Loan Facility were offered the opportunity to participate at par in the 2020 Facilities based on their holdings of term loans under the 2016 Term Loan Facility. Lenders participating in the 2020 Facilities, as well as other consenting lenders representing, in the aggregate, a majority of the loans and commitments under the 2016 Term Loan Facility, consented to an amendment to the 2016 Term Loan Facility (the “Extension Amendment”) that, among other things, made certain modifications to the covenants thereof and extended the maturity date of their term loans (“Extended Term Loans”) to June 30, 2025, subject to a springing maturity equal to the September 7, 2023 maturity date of the non-extended term loans under the 2016 Term Loan Facility if, on such date, $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding, and subject to a springing maturity of 91 days prior to the maturity date of the 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding. The Extension Amendment became effective on the Facilities Closing Date. Following the Facilities Closing Date, approximately $267.1 million in aggregate principal amount of Extended Term Loans were outstanding after giving effect to the 2020 Refinancing Transactions. The Extended Term Loans bear interest at a rate of LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash, consistent with the interest rate applicable to the non-extended term loans.

~~Amendments to 2016 ABL Facility:~~ In addition, in connection with the 2020 Refinancing Transactions the Company completed amendments to Products Corporation’s Asset-Based Revolving Credit Agreement dated as of September 7, 2016, as amended (the “2016 ABL Facility”) on the Facilities Closing Date. The amendments, among other things, make certain amendments or waivers relating to the 2020 Refinancing Transactions under the 2016 ABL Facility. In exchange for such amendments and waivers, the interest rate margin applicable to loans under Tranche A of the 2016 ABL Facility increased by 0.75%.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

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

RECENT DEVELOPMENTS

Liquidity and Ability to Continue as a Going Concern

The ongoing and prolonged COVID-19 pandemic has continued to adversely impact the Company’s business in the third quarter of 2020 and beyond, as social-distancing restrictions and related actions designed to curb the spread of the virus have remained in place or have been reinstated as the COVID-19 pandemic spikes across the globe. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company’s reporting segments and regions.

As previously disclosed, on October 23, 2020, Products Corporation commenced an amended exchange offer (as amended, the “Exchange Offer”) to exchange any and all of its outstanding 5.75% Senior Notes due 2021 (the “5.75% Senior Notes”), which closed on November 13, 2020. In the Exchange Offer, for each $1,000 principal amount of 5.75% Senior Notes validly tendered, holders received either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before 11:59 p.m. New York City time on November 10, 2020 (the “Expiration Time”)), for an aggregate of $325 in cash (the “Cash Consideration”), or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such 5.75% Senior Notes were tendered at or before the Expiration Time), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share (as hereinafter defined) of $50 million aggregate principal amount of new 2020 ABL FILO Term Loans (as hereinafter defined) and (B) the Per $1,000 Pro Rata Share of $75 million aggregate principal amount of the New BrandCo Second-Lien Term Loans (the “Mixed Consideration” and such loans, together with the 2020 ABL FILO Term Loans, the “New Loans”), if the holder is: (a)(i) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); (ii) an institutional accredited investor within the meaning of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of the Securities Act; or (iii) a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act, (b) not a natural person and (c) not a “Disqualified Institution” (as defined under the Amended 2016 Revolving Credit Facility and related security documents and intercreditor agreements or the 2020 BrandCo Term Loan Facility and related security documents and intercreditor agreements) (an “Eligible Holder”). The “Per $1,000 Pro Rata Share” is (1) $1,000, divided by (2) the aggregate principal amount of 5.75% Senior Notes tendered for Mixed Consideration by all Eligible Holders and accepted for payment by Products Corporation.

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

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

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

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

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

5.75% Senior Notes Exchange Offer

On October 23, 2020, Products Corporation amended its previously-announced Exchange Offer to exchange any and all of the then-outstanding $342,785,000 in aggregate principal amount of its Existing 5.75% Senior Notes, as described in the amended and restated Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated October 23, 2020, which Exchange Offer closed on November 13, 2020. Concurrently with the Exchange Offer, Products Corporation solicited consents to eliminate substantially all of the restrictive covenants and certain events of default provisions from the indenture governing the 5.75% Senior Notes (the “5.75% Senior Notes Indenture”).

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

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

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

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

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

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Amendment No. 1 to BrandCo Credit Agreement

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

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

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

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

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

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

COVID-19-Related Compensation Actions

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

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Overview

Overview of the Business

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

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

Business Strategy

The Company remains focused on its 3 key strategic pillars to drive its future success and growth. First, strengthening its iconic brands through innovation and relevant product portfolios; second, building its capabilities to better communicate and connect with its consumers through media channels where they spend the most time; and third, ensuring availability of its products where consumers shop, both in-store and increasingly online. The Company also continues to deliver against the objectives of the Revlon 2020 Restructuring Program, which includes rightsizing our organization with the objectives of driving improved profitability, cash flow and liquidity. The Company is also managing the business to conserve cash and liquidity, as well as focusing on stabilizing the business, growing e-commerce and preparing the foundation for achieving future growth.

Strategic Review

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

COVID-19 Impact on the Company’s Business

~~With~~While the Company continues to execute its business strategy, the ongoing and prolonged COVID-19 pandemic has adversely impacted net sales in all major commercial regions around the globe that are important to the Company's business. COVID-19’s adverse impact on the global economy has contributed to significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a ~~$54~~significant decline in net sales within each of the Company’s reporting segments and regions. As the Company currently expects that the COVID-19 pandemic, including the impact of the pandemic’s “second wave,” will continue to impact its business going forward, the Company will continue to closely monitor the associated impacts and take appropriate actions in an effort to mitigate COVID-19’s negative effects on the Company’s operations and financial results.

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

The ongoing and prolonged COVID-19 pandemic contributed an estimated $119 million ~~or 9.8% (10.0%~~($119 million "XFX," as hereinafter defined), to the Company's $119.7 million decline in net sales for the three months ended September 30, 2020, compared to the prior year quarter, and an estimated $387 million ($392 million XFX) to the Company's $442.5 million decline in net sales for the ~~first quarter of~~nine months ended September 30, 2020, compared to the prior year ~~quarter,~~period. During the Company believes that the COVID-19 impact on its business will peak during the second quarter of 2020. This top-line impact has not been experienced uniformly across the Company’s multiple, diverse business segments, as, among other things: (i) the Company continues to experience strong growth in China, primarily due to the strength of the Elizabeth Arden brand, being largely an online business and less dependent on brick and mortar retailers; (ii) travel retail, prestige and professional (which is dependent on in-salon visits) channels of trade are being significantly impacted globally; and (iii) the mass retail channel is being impacted by a shift in consumer buying patterns from color cosmetics to anti-perspirant deodorants, hair color, nail care and color and other beauty essentials, both in store and online. The impact of delayed shipments of components from China continues to be limited in scope and not material to the Company’s overall production capabilities. In the current environment, the Company’s three ~~largest manufacturing facilities continue to operate unencumbered, as are the Company’s various distribution centers around the world. In April~~months ended September 30, 2020, the Company ~~took several financial measures designed to mitigate the adverse impacts~~experienced increased net sales of ~~COVID-19, including, without limitation: (i) optimizing brand support; (ii) continuing to monitor the Company’s sales~~Revlon-branded beauty tools, Revlon hair color products and order flow and periodically re-evaluating the possibility to scale down operations and/or cancel programs; and (iii) closely managing cash flow and liquidity and prioritizing cash to ensure there is no impact to the Company’ production capabilities. In April 2020, the Company also implemented various organizational interim measures designed to reduce costscertain Elizabeth Arden skincare products in response to COVID-19, including, without limitation: (i) switching to a reduced work week in the U.S. and reducing executive and employee compensation in the range of 20% to 40% and exploring similar opportunities in other locations; (ii) furloughing approximately 40% of the Company’s U.S.-based office-based employees and 30% factory-based employees,certain markets, as well as ~~employees~~growth in ~~certain other locations; (iii) suspending~~ the Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) ceasing services and payments under consulting agreements with 2 directors. The Company is also exploring its qualifications and eligibility for various subsidies and tax and other incentive programs worldwide. For further information on certain risks to the Company’s business related to COVID-19, see Part II, Item 1A of this Form 10-Q, “Risk Factors-The ongoing occurrence of the coronavirus and any possible recurrence of other similar types ofCompany's e-commerce net sales.

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Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

~~pandemics, or any other widespread public health problems, could result in decreased~~For the third quarter of 2020, Revlon segment net sales declined $51.3 million ($51.9 million XFX) versus the prior year quarter, with the ongoing and prolonged COVID-19 pandemic contributing an estimated $50 million ($50 million XFX) to such decline. During the third quarter of 2020, the Revlon segment experienced increased net sales of ~~the Company's~~Revlon-branded beauty tools and hair color products ~~which could have~~in North America. COVID-19 had a ~~material adverse effect~~similar negative impact on the Company's ~~business, results of operations, financial condition and/or cash flows.”~~

other reporting segments over such period, with COVID-19 contributing: (i) an estimated $25 million ($25 million XFX) to a
$32.9 million

~~For additional information regarding~~ ($33.1 million XFX) decline in the Fragrances segment; (ii) an estimated $24 million ($25 million XFX) to a $16.9 million ($18.4 million XFX) decline in the Elizabeth Arden segment; and (iii) an estimated $19 million ($19 million XFX) to a $18.6 million ($19.1 million XFX) decline in the Portfolio segment. Within the Company's ~~business, see "Part 1, Item 1 - Business"~~Portfolio segment, during the third quarter of 2020 the Creme of Nature brand continued to deliver net sales growth versus the third quarter of 2019, driven by increased demand due to a shift in ~~the Company's 2019 Form 10-K. Certain capitalized terms used in this Form 10-Q are defined throughout this Item 2.~~consumer buying preferences.

~~Overview~~On a regional basis, the ongoing and prolonged COVID-19 pandemic had a similar negative impact on the Company's North America and International regions during the third quarter of ~~Net Sales and Earnings Results~~

~~Consolidated~~2020. Of a $43.5 million ($43.2 million XFX) decline in the Company's net sales in the first quarter of 2020 were $453.0 million, a $100.2 million decrease, or 18.1%, compared to $553.2 million in the first quarter of 2019. Excluding the $8.9 million unfavorable impact of foreign currency fluctuations (referred herein as "FX", "XFX" or on an "XFX basis"), consolidated net sales decreased by $91.3 million, or 16.5%,its North America region during the first quarter of 2020. The XFX net sales decrease in the first quarter of 2020 was primarily due to: a $62.0 million, or 25.1%, decrease in Revlon segment net sales; a $13.7 million, or 12.3%, decrease in Elizabeth Arden segment net sales; a $10.4 million, or 13.5%, decrease in Fragrances segment net sales; and a $5.2 million, or 4.4%, decrease in Portfolio segment net sales. COVID-19 contributed ~~to a $54 million, or 9.8% (10.0% XFX), decline in net sales in the first quarter of 2020, compared to the prior year quarter.~~

Consolidated loss from continuing operations, net of taxes, in the first quarter of 2020 was $213.9 million, compared to consolidated loss from continuing operations, net of taxes, of $75.8 million in the first quarter of 2019. The $138.1 million increase in consolidated loss from continuing operations, net of taxes, in the firstthird quarter of 2020 compared to the ~~prior year~~third quarter ~~was primarily due to:~~

•of 2019, COVID-19 contributed an estimated $47 million ($47 million XFX) to such decline. Similarly, of a $76.2 million ($79.3 million XFX) decline in the Company's net sales in its International region over such period, COVID-19 contributed an estimated $72 million ($72 million XFX) to such decline. ~~a $124.3 million increase in non-cash impairment charges recorded for~~During the ~~first~~third quarter of 2020, ~~compared~~on a regional basis, the Company also experienced increased net sales of Revlon-branded beauty tools, Revlon hair color products and certain Elizabeth Arden skincare products, predominantly in China, as well as growth in certain local and regional brands in various markets.

For the nine months ended September 30, 2020, Revlon segment net sales declined $233.3 million ($227.4 million XFX) versus the prior year period, with the ongoing and prolonged COVID-19 pandemic contributing an estimated $174 million ($176 million XFX) to ~~having~~such decline. During the nine months ended September 30, 2020, the Revlon segment experienced increased net sales of Revlon-branded beauty tools and Revlon hair color products in North America. COVID-19 had ~~no impairment charges for the first quarter of 2019. This increase is~~ ~~attributable to non-cash impairment charges of $99.8 million recorded~~a similar negative impact on the Company's ~~goodwill~~other reporting segments over such period, with COVID-19 contributing: (i) an estimated $93 million ($95 million XFX) to a $69.6 million ($66.8 million XFX) decline in the Elizabeth Arden segment, partially offset by higher net sales of Ceramide skin care products; (ii) an estimated $65 million ($65 million XFX) to a $83.6 million ($82.0 million XFX) decline in the Fragrances segment; and (iii) an estimated $56 million ($56 million XFX) to ~~$24.5~~a $56.0 million ($52.2 million XFX) decline in the Portfolio segment.

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

In April 2020, the Company took several cost reduction measures designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on its net sales, including, without limitation: (i) reducing brand support, as a result of the abrupt decline in retail store traffic; (ii) continuing to monitor the Company’s sales and order flow and periodically scaling down operations and cancelling promotional programs; and (iii) closely managing cash flow and liquidity and prioritizing cash to minimize COVID-19’s impact on the Company’s production capabilities. In April 2020, the Company also implemented various organizational interim measures designed to reduce costs in response to COVID-19, including, without limitation: (i) switching to a reduced work week in the U.S. and in the Company's international locations and reducing executive and employee compensation in the range of 20% to 40%; (ii) furloughing approximately 40% of the Company’s U.S.-based office-based employees and 30% factory-based employees, as well as employees in a majority of the Company's ~~indefinite-lived intangible assets following~~other locations; (iii) suspending the ~~Company's interim impairment assessments for~~Company’s 2020 merit base salary increases, discretionary profit sharing contributions and matching contributions to the ~~first~~Company’s 401(k) plan; (iv) reducing Board and committee compensation by 50% and eliminating Board and committee meeting fees; and (v) suspending or terminating services and payments under consulting agreements with certain directors. During the third quarter of 2020,;

•~~$60.2 million~~ the Company started to gradually roll back some of ~~lower gross profit, primarily due~~these measures especially with regards to ~~lower net sales~~some of the employees previously furloughed and/or on a reduced work week. With most of these measures still in ~~the first quarter of 2020;~~

•~~a $19.3 million increase in restructuring charges, primarily related to higher expenditures under~~place, including the Revlon 2020 Restructuring Program, the Company achieved cost reductions of approximately $78 million and $231 million during the three and nine months ended September 30, 2020, respectively, that have substantially offset the impact of the decline in the ~~first quarter of 2020, compared to the expenditures incurred primarily under the 2018 Optimization Program in the first quarter of 2019;~~

•Company's net sales over such period. $16.4 million of unfavorable variance in foreign currency, resulting from $16.6 million in foreign currency losses during the first quarter of 2020, compared to $0.2 million in foreign currency losses during the first quarter of 2019;

•~~$1.5 million of higher acquisition, integration and divestiture costs; and~~

•~~a $0.8 million net increase in loss on divested assets in the first quarter of 2020, consisting primarily of a loss on inventory that was written off as a result of a contract termination;~~

However, with the ~~foregoing partially offset by:~~

•~~$43.2 million of lower SG&A expenses, primarily driven by: (i) lower brand support expenses resulting from the Company's~~ ongoing ~~cost reduction initiatives,~~ and decreased media spend that aligned with the lower net sales; and (ii) lower general and administrative expenses, primarily associated with the Company's cost optimization initiatives (including the 2018 Optimization Program and the Revlon 2020 Restructuring Program), lower incentive compensation and lower travel and other expenses as a result of COVID-19; and

•a $37.3 million decrease in the provision from income taxes, primarily due to: (i) the increased loss from continuing operations before income taxes; (ii) the mix and level of earnings; (iii) the U.S. tax on the Company's foreign earnings; and (iv) the release of uncertain tax positions for the three months ended March 31, 2020, compared to establishment of uncertain tax positions for the three months ended March 31, 2019, partially offset by the net change in valuation allowances recorded for the three months ended March 31, 2020 related to the limitation on the deductibility of interest.

prolonged COVID-19

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

~~Recent Developments~~

~~Revlon 2020 Restructuring Program~~pandemic, these mitigation actions may not prove to be effective in insulating the Company from any further damaging economic impacts from the pandemic.

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

~~Building upon its previously-announced 2018 Optimization~~

Overview of Net Sales and Earnings Results

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

Consolidated net sales in the nine months ended September 30, 2020 were $1,277.7 million, a $442.5 million decrease, or 25.7%, compared to $1,720.2 million in the nine months ended September 30, 2019. Excluding the $14.1 million unfavorable FX impact, consolidated net sales decreased by $428.4 million, or 24.9%, during the nine months ended September 30, 2020. The ongoing and prolonged COVID-19 pandemic contributed an estimated $387 million ($392 million XFX) to the Company's $442.5 million decline in net sales in the nine months ended September 30, 2020, compared to the prior year period. The XFX net sales decrease of $428.4 million in the nine months ended September 30, 2020 was due to: a $227.4 million, or 31.8%, decrease in Revlon segment net sales; a $82.0 million, or 27.5%, decrease in Fragrances segment net sales; a $66.8 million, or 19.0%, decrease in Elizabeth Arden segment net sales; and a $52.2 million, or 14.7%, decrease in Portfolio segment net sales.

Consolidated loss from continuing operations, net of taxes, in the third quarter of 2020 was $44.5 million, compared to $44.4 million in the third quarter of 2019. The $0.1 million increase in consolidated loss from continuing operations, net of taxes, in the second quarter of 2020 was primarily due to:

•$85.0 million of lower gross profit, primarily due to the lower net sales in the third quarter of 2020, primarily as a result of the effects of COVID-19, compared the third quarter of 2019;

•a $18.5 million increase in interest expense in the third quarter of 2020, compared to the third quarter of 2019, primarily due to higher weighted average interest rates and higher weighted average borrowings driven primarily by the 2020 BrandCo Term Loan Facility;

•a $4.1 million increase in amortization of debt issuance costs in the third quarter of 2020, compared to the third quarter of 2019, primarily due to the additional debt issuance costs recorded and amortized in connection with the 2020 BrandCo Refinancing Transactions;

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

•$0.8 million of higher acquisition, integration and divestiture costs in the third quarter of 2020, compared to the third quarter of 2019, relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 Transaction Incentive Program (the "2019 TIP"; see Note 11, "Stock Compensation Plan," to the Company's Unaudited Consolidated Financial Statements in ~~March~~this Form 10-Q for additional details on the 2019 TIP);

with the foregoing partially offset by:

•$54.7 million of lower SG&A expenses in the third quarter of 2020 compared to the ~~Company announced that it is implementing a worldwide organizational restructuring (the “Revlon 2020 Restructuring Program”)~~third quarter of 2019, primarily driven by cost reductions achieved through the Company's initiatives designed to ~~reduce~~mitigate the ~~Company’s selling, general~~adverse impact of the ongoing and ~~administrative expenses,~~prolonged COVID-19 pandemic on the Company's operations, as well as ~~cost of goods sold, improve~~from the ~~Company’s gross profit and Adjusted EBITDA and maximize productivity, cash flow and liquidity. The~~ Revlon 2020 Restructuring ~~Program includes rightsizing~~Program;

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

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

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

•a $4.3 million net decrease in other miscellaneous expenses, net, in the third quarter of 2020 compared to the third quarter of 2019, primarily due to the subsequent true-up in the third quarter of 2020 of financing fees previously expensed in 2020 in connection with ~~more efficient workflows~~the 2020 BrandCo Refinancing Transactions; and ~~processes.~~

•~~The leaner organizational structure is also expected~~a $3.6 million decrease in restructuring charges, primarily due to ~~improve communication flow and cross-functional collaboration, leveraging~~ the ~~more efficient business processes.~~ ~~As a result~~subsequent true-up in the third quarter of 2020 of restructuring charges previously accrued in 2020 under the Revlon 2020 Restructuring Program, compared to the ~~Company expects~~expenditures incurred primarily under the 2018 Optimization Program in the third quarter of 2019; and

Consolidated loss from continuing operations, net of taxes, in the nine months ended September 30, 2020 was $385.2 million, compared to ~~eliminate approximately 1,000 positions worldwide, including approximately 650 current employees and approximately 350 open positions~~consolidated loss from continuing operations, net of ~~which approximately~~ taxes, of $185.5 million in the nine months ended September 30, 2019. The $199.7 million increase in consolidated loss from continuing operations, net of taxes, in the nine months ended September 30, 2020, compared to nine months ended September 30, 2019, was primarily due to:

•~~700~~$292.5 million ~~were eliminated by March 31, 2020. In March~~of lower gross profit, primarily due to the COVID-19 related lower net sales in the nine months ended September 30, 2020;

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

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

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

•a $7.4 million increase in amortization of debt issuance costs in the nine months ended September 30, 2020, compared to the prior year period, primarily due to the additional debt issuance costs recorded and amortized in connection with ~~employees, works councils, unions and/or governmental authorities,~~the 2020 BrandCo Refinancing Transactions;

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

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

with the foregoing partially offset by:

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

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

•a $43.1 million increase in gain on the early extinguishment of debt in the nine months ended September 30, 2020, compared to having had no gain in the prior year period, primarily due to $31.2 million recorded during the third quarter of 2020 and $11.9 million recorded during the ~~other consolidation~~second quarter of 2020 upon the repurchase and ~~outsourcing actions during 2021~~subsequent cancellation of approximately $157.2 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes; and ~~2022. As~~

•a ~~result~~$42.0 million increase in the benefit from income taxes in the nine months ended September 30, 2020, compared to the prior year period, primarily due to: (i) the increased loss from continuing operations before income taxes on which the tax benefit is recognized; (ii) the mix and level of earnings; and (iii) a reduction in the U.S. tax on the Company's foreign earnings, net of the ~~Revlon 2020~~ ~~Restructuring Program, the Company expects to deliver in the range~~impact of ~~$200 million to $230 million of annualized cost reductions~~non-deductible impairment charges, partially offset by the ~~end~~net change in valuation allowances recorded related to the limitation on the deductibility of 2022, with approximately 50% of these annualized cost reductions to be realized from the headcount reductions occurring in 2020. During 2020, the Company expects to realize approximately $105 million to $115 million of in-year cost reductions. See “Restructuring charges and other, net” below in this Item 2 for additional information regarding the Revlon 2020 ~~Restructuring Program.~~interest.

Recent Debt Transactions

5.75% Senior Notes Exchange Offer

See ~~Part II, Item 5. “Other Information” in this Form 10-Q~~“Recent Developments” for ~~details~~important information regarding the Company’s debt-related transactions occurring after September 30, 2020. On September 29, 2020, Products Corporation commenced the Exchange Offer to exchange any and all of the then-outstanding 5.75% Senior Notes (the “Existing 5.75% Senior Notes”). As described in "Recent Developments," the Exchange Offer was amended on October 23, 2020 and on November 13, 2020, the Company announced that the Exchange Offer was successfully consummated and that Products Corporation had accepted $236 million in aggregate principal amount of 5.75% Senior Notes tendered in the Exchange Offer. Products Corporation used cash on hand to redeem, effective as of November 13, 2020, the remaining $106.8 million in aggregate principal amount of 5.75% Senior Notes pursuant to the terms of the 5.75% Senior Notes Indenture. Following the consummation of the ~~2020 Refinancing Transactions.~~Exchange Offer and the satisfaction and discharge of the remaining 5.75% Senior Notes, no 5.75% Senior Notes remained outstanding as of the closing on November 13, 2020.

~~Jefferies~~Amendments to the 2020 ~~Committed Debt Financing~~BrandCo Term Loan Facility

~~In March~~Prior to consummating the Exchange Offer, on September 28, 2020, Products Corporation ~~entered into~~and certain lenders under the 2020 BrandCo Term Loan Facility, representing more than a binding Commitment Letter with Jefferies Finance LLC (the “Jefferies Commitment Party” and the “Jefferies Commitment Letter,” respectively). Pursuant to the Jefferies Commitment Letter and subject to the terms and conditions set forth therein, the Jefferies Commitment Party has committed to provide senior secured term loan facilitiesmajority in an aggregate principal amount of uploans thereunder (the “Supporting BrandCo Lenders”), entered into a Transaction Support Agreement (the “BrandCo TSA”) under which the Supporting BrandCo Lenders agreed to ~~$850 million (the “Jefferies Facilities”~~take certain actions to facilitate the Exchange Offer and Consent Solicitation, including, among other things:

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

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

•Consenting to amendments to the 2020 BrandCo Term Loan Facility ~~Facilities were expected~~ to ~~be used: (i) to repay in full indebtedness out~~permit ~~standing under Products Corporation’s~~the exchange of Existing 5.75% Senior Notes ~~due February 2021 and Products Corporation’s 2019~~for the New BrandCo Second-Lien Term Loans under the 2020 BrandCo Term Loan Facility ~~(the “Jefferies Refinancing”); (ii)~~ as contemplated by the Offering Memorandum and the payment of the BrandCo Support and Consent Consideration;

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

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

In connection with the Jefferies Facilities and the Refinancing; and (iii) to the extent of any excess, for general corporate purposes. The funding of the Jefferies Facilities was contingent on the satisfaction of a limited number of customary conditions, including the execution of definitive loan documentation for the Jefferies Facilities, absence of material adverse change and certain other customary conditions. The commitments under the Jefferies Commitment Letter were available to the Company until June 30, 2020, unless the Jefferies Refinancing was consummated or the maturity of certain other material indebtedness of such amendments, Products Corporation ~~was accelerated prior~~agreed to ~~such date. As of March 31, 2020,~~provide the ~~Jefferies 2020 Refinancing Transactions had not been consummated~~following consideration (collectively, the “BrandCo Support and ~~following such date it was superseded by~~Consent Consideration”) upon the ~~closing of the 2020 Refinancing Transactions with the Ad Hoc Group (as hereinafter defined). See Part II, Item 5. “Other Information” in this Form 10-Q for details regarding the Company’s~~successful consummation of the ~~AHG 2020 Refinancing Transactions.~~Exchange Offer:

~~Principal and Maturity:~~ •~~The Jefferies Facilities would consist of (i) a senior secured term loan facility in a~~$12.5 million aggregate principal amount of upNew BrandCo Second-Lien Term Loans as a fee to ~~$300~~the Supporting BrandCo Lenders under the BrandCo TSA in connection with such Supporting BrandCo Lenders’ relinquishment of their Roll-up Rights;

•$10.0 million ~~(the “Jefferies Brandco Facility”) and (ii) a senior secured term loan facility in a~~aggregate principal amount of upNew BrandCo Second-Lien Term Loans to ~~$550 million (the “Jefferies Specified Brands Facility”). Jefferies Finance LLC would act as administrative agent and collateral agent in respect~~one of the ~~Jefferies Facilities.~~

The Jefferies Facilities would mature on the fifth anniversary of the closing date of the Jefferies Facilities (the “Jefferies Closing Date”), subject to a springing maturity 91 days prior to the maturity dateSupporting BrandCo Lenders in exchange for $18.7 million aggregate principal amount of Products Corporation’s 6.25% Senior Notes due 2024 ~~(the “6.25% Senior Notes”) if, on~~held by such ~~date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding.~~

Supporting BrandCo Lender; and

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AND RESULTS OF OPERATIONS

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

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

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

MacAndrews & Forbes 2020 Restated Line of Credit Facility

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

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

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

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

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

~~Contribution and License Agreements:In connection with the pledge of the Jefferies Specified Brand Assets, Products Corporation~~ ~~would~~ ~~enter into intercompany arrangements pursuant to which the Jefferies Specified Brand Assets~~ ~~would~~ ~~be contributed to the Jefferies Specified Brand Subsidiaries. Products Corporation and/or its operating subsidiaries~~ ~~would~~ enter into license and royalty arrangements on arm’s length terms with the relevant Jefferies Specified Brand Subsidiary to provide for their continued use of the Jefferies Specified Brand Assets during the term of the Jefferies Facilities.

~~Interest and Fees:~~ ~~Interest~~ ~~would~~ accrue on the Jefferies Facilities at a rate per annum of adjusted LIBOR plus a fixed margin. Products Corporation was also obligated to pay customary fees and expenses in connection with the Jefferies Facilities.

~~Affirmative and Negative Covenants:~~ ~~The Jefferies Facilities~~ ~~would~~ contain certain affirmative and negative covenants that, among other things, limit the Jefferies Restricted Group’s (as defined below) ability to: (i) incur additional debt; (ii) incur liens; (iii) sell, transfer or dispose of assets; (iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated or junior lien debt; (vii) enter into certain transactions with their affiliates; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debt. The “Jefferies Restricted Group” means (a) with respect to the Jefferies Brandco Facility, Products Corporation and its restricted subsidiaries under the Jefferies Brandco Facility and (b) with respect to the Jefferies Specified Brands Facility, the Jefferies Specified Brands Subsidiaries. The Jefferies Facilities ~~would~~ ~~also contain certain customary representations, warranties and events of default.~~

~~Prepayments:~~ ~~The Jefferies Facilities~~ ~~would~~ be subject to certain mandatory prepayments, including from the net proceeds from the issuance of certain additional debt and asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property, subject to certain exceptions. The Jefferies Facilities would be repayable at any time, subject to customary prepayment premiums.

~~Amendment of Revolving Credit Agreement; Extension of Senior Secured First In, Last Out Tranche B to Revolving Credit Facility~~2020 BrandCo Refinancing Transactions

On ~~April 17,~~May 7, 2020 (the ~~“FILO~~“BrandCo 2020 Facilities Closing Date”), Products Corporation ~~Revlon and certain of their subsidiaries~~ entered into ~~Amendment No. 3 (“Amendment No. 3”) of Products Corporation’s asset-based revolving~~a term credit agreement (the “2020 BrandCo Credit Agreement”) with ~~Citibank, N.A., acting~~Jefferies Finance LLC, as administrative agent and collateral agent, ~~issuing lender, local fronting lender~~ and swingline lender and the other issuing lenders (as amended by Amendment No. 1, dated as of April 17, 2018, and Amendment No. 2, dated as of March 6, 2019, the “Existing Revolving Credit Agreement,” and as further amended by Amendment No. 3, the “Amended Revolving Credit Agreement”) in respect of Products Corporation’s existing senior secured asset-based revolving credit facility (as amended by Amendment No. 1 and Amendment No. 2, the “Existing Revolving Credit Facility” and as in effect after Amendment No. 3, the “Amended Revolving Credit Facility”).

~~Table of Contents~~

~~REVLON, INC AND SUBSIDIARIES~~

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

~~AND RESULTS OF OPERATIONS~~

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

Pursuant to the terms of Amendment No. 3, the maturity date applicable to $36.3 million of loans under the $41.5 million senior secured first in, last out Tranche B of the Existing Revolving Credit Facility (the “FILO Tranche”) was extended from April 17, 2020 to May 17, 2020 (the “Extended Maturity Date”). The remaining approximately $5.2 million of FILO Tranche loans were repaid as of the FILO Closing Date. The Existing Revolving Credit Agreement permits restricted payments subject to certain conditions and limitations. Amendment No. 3 prohibits any restricted payments from the FILO Closing Date until the earlier of the Extended Maturity Date and the date the FILO Tranche is terminated and repaid or refinanced in full, subject to certain exceptions for intercompany restricted payments. The Existing Revolving Credit Agreement also permits Products Corporation and its restricted subsidiaries to incur additional debt, make investments or restricted payments, dispose of assets or prepay junior lien indebtedness, provided that certain “payment conditions” are satisfied. Amendment No. 3, among other things, prohibits such actions made in reliance on the payment conditions (other than investments) from the FILO Closing Date until the earlier of the Extended Maturity Date and the date the FILO Tranche is terminated and repaid or refinanced in full. In addition, Amendment No. 3 increases the applicable interest margin for the FILO Tranche by 0.75%, subject to a LIBOR floor of 0.75%.

~~Commitment Letter with Ad Hoc Group of Term Loan Lenders~~

~~On April 14, 2020, Products Corporation entered into a binding commitment letter (the “AHG Commitment Letter”) with~~ certain financial institutions (the ~~“AHG Commitment Parties”~~“2020 Facilities Lenders”) that are lenders or the affiliates of lenders ~~(the “Ad Hoc Group” or the “AHG”)~~ under Products Corporation’s ~~2016~~ Term Loan ~~Facility.~~Credit Agreement, dated as of September 7, 2016 and amended on April 30, 2020 and as amended on the BrandCo 2020 Facilities Closing Date, as further described below (as amended to date, the “2016 Term Loan Facility”). Pursuant to the ~~AHG Commitment Letter~~2020 BrandCo Credit Agreement, the 2020 Facilities Lenders provided Products Corporation with new and ~~subject to the terms and conditions set forth therein, the AHG Commitment Parties have committed to provide the Company with~~roll-up senior secured term loan facilities (the ~~“AHG~~“2020 BrandCo Facilities” and, collectively, the "2020 BrandCo Term Loan Facility" and, together with the use of proceeds thereof and the Extension Amendment, ~~(as defined below),~~ the ~~“AHG 2020~~“2020 BrandCo Refinancing Transactions”). ~~See Part II, Item 5. “Other Information” in this Form 10-Q for details regarding the Company’s consummation of the 2020 Refinancing Transactions.~~

Under the AHG Commitment Letter, the funding of the AHG Facilities was contingent on the satisfaction of a limited number of customary conditions, including the execution of definitive loan documentation for the AHG Facilities and the Extension Amendment, absence of material adverse change and certain other customary conditions. In addition, the funding of the AHG Facilities was contingent on Products Corporation receiving the consent of lenders holding more than 50% of the loans outstanding under the 2016 Term Loan Facility, as described below. The commitments under the AHG Commitment Letter were available to the Company until May 14, 2020.

Principal and Maturity:The ~~AHG~~2020 BrandCo Facilities ~~will~~ consist ofof: (i) a senior secured term loan facility in aan aggregate principal amount outstanding on the BrandCo 2020 Facilities Closing Date of ~~up to $850~~$815 million, plus the amount of certain fees and accrued interest that have been capitalized (the ~~“AHG New~~“2020 BrandCo Facility”),; (ii) commitments in respect of a senior secured term loan facility in a principal amount of up to $950 million (the “AHG Roll-up BrandCo Facility”) and (iii) a senior secured term loan facility in a principal amount to be based on participation in the Extension Amendment as further described below (the “AHG Junior Roll-up BrandCo Facility”). Jefferies Finance LLC will act as administrative agent and collateral agent in respect of the AHG Facilities and Jefferies LLC will act as sole lead arranger and sole bookrunner in respect of the AHG Facilities. On April 27, 2020, the parties amended the AHG Commitment Letter to increase the AHG New BrandCo Facility to $880 million, consisting of $815 million available on the closing date and $65 million available, at the Company’s sole option, as a single delayed borrowing on or after 10 days after the closing date until the date that is 15 business days after the closing date, the proceeds of which will be used to repay loans outstanding under the 2020 Incremental Facility (as hereinafter defined).

The proceeds of the AHG New BrandCo Facility will be used (i) to repay in full indebtedness outstanding under Products Corporation’s 2019 Term Loan Facility (the “AHG Refinancing”), (ii) to pay fees and expenses in connection with the AHG Facilities and the AHG Refinancing and (iii) to the extent of any excess, for general corporate purposes, including repurchasing and retiring Products Corporation’s outstanding 5.75% Senior Notes at prevailing market prices. The proceeds of the AHG Roll-up BrandCo Facility will be used to purchase an equivalent amount of term loans under the 2016 Term Loan Facility held by the lenders participating in the AHG New BrandCo Facility.

Lenders under the 2016 Term Loan Facility who did not participate in the AHG New BrandCo Facility and the AHG Roll-up BrandCo Facility, but who nonetheless consented to the Extension Amendment were entitled to participate in the AHG Junior Roll-up BrandCo Facility with respect to a portion of their holdings of loans under the 2016 Term Loan Facility.~~The proceeds of the AHG Junior Roll-up BrandCo Facility will be used to purchase an equivalent amount of term loans under the 2016 Term Loan Facility held by such lenders.~~

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

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

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

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

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

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

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AND RESULTS OF OPERATIONS

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

Interest and Fees:~~Interest will accrue on~~ Loans under the ~~AHG Facilities~~2020 BrandCo Facility bear interest at a rate equal to LIBOR (with a LIBOR floor of 1.50%) plus (x) 10.50% per annum, payable not less than quarterly in arrears in cash and (y) 2.00% per annum payable not less than quarterly in-kind by adding such amount to the principal amount of ~~adjusted~~outstanding loans under the 2020 BrandCo Facility. Loans under the Roll-up BrandCo Facility and the Junior Roll-up BrandCo Facility bear interest at a rate equal to LIBOR (with a LIBOR floor of 0.75%) plus ~~a fixed margin. Products Corporation will pay customary fees and expenses~~3.50% per annum, payable not less than quarterly in ~~connection with the AHG Facilities.~~arrears in cash.

Affirmative and Negative ~~Covenants:~~Covenants: The ~~AHG~~2020 BrandCo Facilities ~~will~~ contain certain affirmative and negative covenants that, among other things, limit Products ~~Corporation~~Corporation’s and its restricted ~~subsidiaries~~subsidiaries’ ability to: (i) incur additional debt; (ii) incur liens; (iii) sell, transfer or dispose of assets; (iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated, unsecured or junior lien debt; (vii) enter into certain transactions with their affiliates; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debt.The ~~AHG~~2020 BrandCo Facilities ~~will~~ also restrict distributions and other payments from the ~~AHG~~ BrandCos based on certain minimum thresholds of net sales with respect to the ~~AHG~~ Specified Brand Assets. The ~~AHG~~2020 BrandCo Facilities ~~will~~ also contain certain customary representations, warranties and events of default, including a cross default provision making it an event of default under the 2020 BrandCo Credit Agreement if there is an event of default under Products Corporation’s existing 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement or the indentures governing each of Products Corporation’s 5.75% Senior Notes due 2021 and its 6.25% Senior Notes due 2024 (the “Senior Notes Indentures”). The lenders under the 2020 BrandCo Credit Agreement may declare all outstanding loans under the 2020 BrandCo Facilities to be due and payable immediately upon an event of default. Under such circumstances, the lenders under the 2016 Credit Agreements, the 2018 Foreign Asset-Based Term Agreement, and the holders under the Senior Notes Indentures may also declare all outstanding amounts under such instruments to be due and payable immediately as a result of similar cross default or cross acceleration provisions, subject to certain exceptions and limitations described in the relevant instruments.

~~Prepayments:~~Prepayments: The ~~AHG~~2020 BrandCo Facilities ~~will be~~are subject to certain mandatory prepayments, including from the net proceeds from the issuance of certain additional debt and asset sale proceeds of certain non-ordinary course asset sales or other dispositions of property, subject to certain exceptions. The ~~AHG~~2020 BrandCo Facilities may be repaid at any time, subject to customary prepayment premiums.

2016 Term Loan Facility Extension Amendment: ~~In addition to the AHG Commitment Parties, the other~~Term loan lenders under the 2016 Term Loan Facility ~~will be~~were offered the opportunity to participate at par in the ~~AHG~~2020 BrandCo Facilities based on their holdings of term loans under the 2016 Term Loan Facility.~~Any lenders~~ Lenders participating in the ~~AHG~~2020 BrandCo Facilities, ~~will agree to consent~~as well as other consenting lenders representing, in the aggregate, a majority of the loans and commitments under the 2016 Term Loan Facility, consented to an amendment to the 2016 Term Loan Facility (the “Extension Amendment”) ~~to,~~that, among other things, ~~make~~made certain modifications to the covenants thereof and ~~extend~~extended the maturity date of ~~the 2016~~their term loans (“Extended Term ~~Loan Facility~~Loans”) to June 30, 2025, subject to a(i) the same September 7, 2023 springing maturity ~~equal to~~date of the ~~existing maturity date of~~non-extended term loans under the 2016 Term Loan Facility if, on such date, $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility ~~held by lenders that do not consent to the Extension Amendment~~ remains outstanding, and ~~subject to~~(ii) a springing maturity of 91 days prior to the August 1, 2024 maturity date of the 6.25% Senior Notes if, on such date, $100 million or more in aggregate principal amount of the 6.25% Senior Notes remains outstanding. The ~~effectiveness of the~~ Extension Amendment ~~and therefore~~became effective on the ~~completion~~BrandCo 2020 Facilities Closing Date. As of September 30, 2020, approximately $30.7 million in aggregate principal amount of Extended Term Loans were outstanding after giving effect to the ~~AHG~~ 2020 BrandCo Refinancing ~~Transactions, is contingent~~Transactions. The Extended Term Loans bear interest at a rate of LIBOR (with a LIBOR floor of 0.75%) plus 3.50% per annum, payable not less than quarterly in arrears in cash, consistent with the interest rate applicable to the non-extended term loans. Approximately $17.0 million of accrued interest outstanding on ~~Products Corporation receiving~~ the ~~consent~~2016 Term Loan Facility was paid on the BrandCo 2020 Facilities Closing Date. The aggregate principal amount of ~~lenders holding more than 50% of the~~non-extended term loans ~~outstanding~~ under the 2016 Term Loan ~~Facility.~~Facility as of September 30, 2020 was approximately $855.6 million.

Repurchases of 5.75% Senior Notes due 2021

~~See Part II, Item 5. “Other Information” in this Form 10-Q for details regarding the Company’s consummation~~

On May 7, 2020, Products Corporation used a portion of the proceeds from the 2020 ~~Refinancing Transactions. See~~BrandCo Facility to repurchase and subsequently cancel $50 million in aggregate principal face amount of its 5.75% Senior Notes. Products Corporation also ~~“Financial Condition, Liquidity~~paid approximately $0.7 million of accrued interest outstanding on the 5.75% Senior Notes on May 7, 2020. After the BrandCo 2020 Facilities Closing Date, Products Corporation repurchased and ~~Capital Resources -~~subsequently canceled in July 2020 ~~Committed Debt Financing”~~a further $62.8 million in aggregate principal face amount of its 5.75% Senior Notes. Furthermore, during the three months ended September 30, 2020, Products Corporation repurchased and ~~Note~~ 7~~, "Debt," to the Company's Unaudited Consolidated Financial Statements~~subsequently canceled an additional $44.4 million in ~~this Form 10-Q for additional details.~~aggregate principal face amount of its 5.75% Senior Notes. Accordingly, as of September 30, 2020, Products Corporation had repurchased and subsequently cancelled a total of approximately $157.2 million in aggregate principal face amount of its 5.75% Senior Notes, resulting in a

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

Prepayment of the 2019 Term Loan Facility due 2023

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

Amendment to the 2018 Foreign Asset-Based Term Facility

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

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

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

•requiring a mandatory prepayment of €5.0 million; and

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

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

Incremental Revolving Credit Facility under the 2016 Term Loan Agreement

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

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AND RESULTS OF OPERATIONS

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

Amendments to the 2016 Revolving Credit Agreement

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

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

Operating Segments

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

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

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

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

•Fragrances - The Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances, as well as the distribution of prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, ~~e-commerce~~e-

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

commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as: (i) Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Elizabeth Taylor, Christina Aguilera, Jennifer Aniston and Mariah Carey in celebrity fragrances; and (iii) Curve, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, ‹PS› (logo of former Paul Sebastian brand), Alfred Sung, Halston, Geoffrey Beene and White Diamonds in mass fragrances.

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Results of Operations — Revlon, Inc.

Consolidated Net Sales:

Third quarter results:

Consolidated net sales in the ~~first~~third quarter of 2020 were ~~$453.0~~$477.1 million, a ~~$100.2~~$119.7 million decrease, or ~~18.1%~~20.1%, compared to ~~$553.2~~$596.8 million in the ~~first~~third quarter of 2019.Excluding the ~~$8.9~~$2.8 million ~~unfavorable~~favorable impact of foreign currency fluctuations (referred to herein as ~~"FX",~~"FX," "XFX" or on an "XFX basis"), consolidated net sales decreased by ~~$91.3~~$122.5 million, or ~~16.5%~~20.5%, during the ~~first~~third quarter of 2020. The ongoing and prolonged COVID-19 pandemic contributed an estimated $119 million ($119 million XFX) to the Company's $119.7 million decline in net sales in the three months endedSeptember 30, 2020, compared to the three months ended September 30, 2019. The XFX net sales decrease of $122.5 million in the ~~first~~third quarter of 2020 was ~~primarily~~ due to: a ~~$62.0~~$51.9 million, or ~~25.1%~~23.9%, decrease in Revlon segment net sales; a ~~$13.7~~$33.1 million, or ~~12.3%~~24.0%, decrease in Fragrances segment net sales; a $19.1 million, or 16.2%, decrease in Portfolio segment net sales; and a $18.4 million, or 14.9%, decrease in Elizabeth Arden segment net sales.

Year-to-date results:

Consolidated net sales in the nine months ended September 30, 2020 were $1,277.7 million, a $442.5 million decrease, or 25.7%, compared to $1,720.2 million in the nine months ended September 30, 2019. Excluding the $14.1 million unfavorable FX impact, consolidated net sales decreased by $428.4 million, or 24.9%, during the nine months ended September 30, 2020. The ongoing and prolonged COVID-19 pandemic contributed an estimated $387 million ($392 million XFX) to the Company's $442.5 million decline in net sales in the nine months ended September 30, 2020, compared to the prior year period. The XFX net sales decrease of $428.4 million in the nine months ended September 30, 2020 was due to: a $227.4 million, or 31.8%, decrease in Revlon segment net sales; a $82.0 million, or 27.5%, decrease in Fragrances segment net sales; a $66.8 million, or 19.0%, decrease in Elizabeth Arden segment net sales; and a ~~$10.4~~$52.2 million, or ~~13.5%, decrease in Fragrances segment net sales; and a $5.2 million, or 4.4%~~14.7%, decrease in Portfolio segment net sales. ~~COVID-19 contributed~~ ~~to a $54 million, or 9.8% (10.0% XFX), decline in net sales in the first quarter of 2020, compared to the prior year quarter.~~

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

Segment Results:

The Company's management evaluates segment profit for each of the Company's reportable segments. The Company allocates corporate expenses to each reportable segment to arrive at segment profit, as these expenses are included in the internal measure of segment operating performance. The Company defines segment profit as income from continuing operations before interest, taxes, depreciation, amortization, stock-based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. Segment profit also excludes the impact of certain items that are not directly attributable to the segments' underlying operating performance. The Company does not have any material inter-segment sales. For a reconciliation of segment profit to loss from continuing operations before income taxes, see Note 14, "Segment Data and Related Information," to the Company's Unaudited Consolidated Financial Statements in this Form 10-Q.

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

Net Sales Segment Profit
Three Months Ended March 31, Change
XFX Change ^(a)
Three Months Ended March 31, Change
XFX Change ^(a)
2020 2019 $ % $ % 2020 2019 $ % $ %
Revlon $ 181.8 $ 247.3 $ (65.5) (26.5) % $ (62.0) (25.1) % $ 15.6 $ 25.6 $ (10.0) (39.1) % $ (9.3) (36.3) %
Elizabeth Arden 95.2 111.4 (16.2) (14.5) % (13.7) (12.3) % 4.2 1.9 2.3 121.1 % 2.8 147.4 %
Portfolio 110.0 117.2 (7.2) (6.1) % (5.2) (4.4) % 7.2 4.5 2.7 60.0 % 2.9 64.4 %
Fragrances 66.0 77.3 (11.3) (14.6) % (10.4) (13.5) % 1.4 6.8 (5.4) (79.4) % (5.3) (77.9) %
Total $ 453.0 $ 553.2 $ (100.2) (18.1) % $ (91.3) (16.5) % $ 28.4 $ 38.8 $ (10.4) (26.8) % $ (8.9) (22.9) %

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

~~N.M. - Not meaningful~~

~~Revlon Segment~~

Revlon segment net sales in the first quarter of 2020 were $181.8 million, a $65.5 million, or 26.5%, decrease, compared to $247.3 million in the first quarter of 2019. Excluding the $3.5 million unfavorable FX impact, total Revlon segment net sales in the first quarter of 2020 decreased by $62.0 million, or 25.1%, compared to the first quarter of 2019. This decrease was primarily driven by lower net sales of ~~Revlon~~ ~~color cosmetics, primarily in the U.S. mass retail channel, as well as lower net sales of~~ ~~Revlon-branded professional products primarily attributable to salon closures due to COVID-19.~~

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AND RESULTS OF OPERATIONS

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

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


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


	Net Sales												Segment Profit
	Nine Months Ended September 30,				Change				XFX Change (a)				Nine Months Ended September 30,				Change				XFX Change (a)
	2020		2019		$		%		$		%		2020		2019		$		%		$		%
Revlon	$	482.8	$	716.1	$	(233.3)	(32.6)	%	$	(227.4)	(31.8)	%	$	41.4	$	58.5	$	(17.1)	(29.2)	%	$	(16.8)	(28.7)	%
Elizabeth Arden	282.4		352.0		(69.6)		(19.8)	%	(66.8)		(19.0)	%	18.4		17.1		1.3		7.6	%	1.6		9.4	%
Portfolio	298.1		354.1		(56.0)		(15.8)	%	(52.2)		(14.7)	%	33.9		25.0		8.9		35.6	%	8.8		35.2	%
Fragrances	214.4		298.0		(83.6)		(28.1)	%	(82.0)		(27.5)	%	34.6		53.6		(19.0)		(35.4)	%	(19.1)		(35.6)	%
Total	$	1,277.7	$	1,720.2	$	(442.5)	(25.7)	%	$	(428.4)	(24.9)	%	$	128.3	$	154.2	$	(25.9)	(16.8)	%	$	(25.5)	(16.5)	%

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

Revlon Segment

Third quarter results:

Revlon segment net sales in the third quarter of 2020 were $166.0 million, a $51.3 million, or 23.6%, decrease, compared to $217.3 million in the third quarter of 2019. Excluding the $0.6 million favorable FX impact, total Revlon segment net sales in the third quarter of 2020 decreased by $51.9 million, or 23.9%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $50 million ($50 million XFX) to the Revlon segment's decrease in net sales in the third quarter of 2020, compared to the prior year quarter. The Revlon segment XFX decrease in net sales of $51.9 million in the third quarter of 2020 was driven primarily by lower net sales of Revlon color cosmetics, as well as lower net sales of Revlon-branded professional hair-care products in International regions and lower net sales of RevlonColorSilk hair color products in North America, due, primarily, to the continuing effects of COVID-19 on the mass retail channels and on salon activity, respectively. This decrease was partially offset by higher net sales of Revlon-branded beauty tools and hair color products in North America.

Revlon segment profit in the ~~first~~third quarter of 2020 was ~~$15.6~~$13.5 million, a ~~$10.0~~$6.2 million, or ~~39.1%~~84.9%, ~~decrease,~~increase, compared to ~~$25.6~~$7.3 million in the ~~first~~third quarter of 2019. Excluding the ~~$0.7~~$0.3 million favorable FX impact, Revlon segment profit in the third quarter of 2020 increased by $5.9 million, or 80.8%, compared to the third quarter of 2019. This increase was driven primarily by the Revlon segment's lower brand support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program, partially offset by the segment's lower net sales, primarily due to COVID-19 as described above, and lower gross profit margin.

Year-to-date results:

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

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

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

Revlon segment profit in the nine months ended September 30, 2020 was $41.4 million, a $17.1 million, or 29.2%, decrease, compared to $58.5 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Revlon segment profit in the ~~first quarter of~~nine months ended September 30, 2020 decreased by ~~$9.3~~$16.8 million, or ~~36.3%~~28.7%, compared to the ~~first quarter of~~nine months ended September 30, 2019. This decrease was driven primarily ~~driven~~ by the Revlon segment's lower net sales, primarily due to COVID-19 as described above, and lower gross profit margin, partially offset primarily by the segment's lower brand support ~~expenses.~~and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

Elizabeth Arden Segment

Third quarter results:

Elizabeth Arden segment net sales in the ~~first~~third quarter of 2020 were ~~$95.2~~$106.3 million, a ~~$16.2~~$16.9 million, or ~~14.5%~~13.7%, decrease, compared to ~~$111.4~~$123.2 million in the ~~first~~third quarter of 2019. Excluding the ~~$2.5~~$1.5 million ~~unfavorable~~favorable FX impact, Elizabeth Arden segment net sales in the ~~first~~third quarter of 2020 decreased by ~~$13.7~~$18.4 million, or ~~12.3%~~14.9%, compared to the ~~first~~third quarter of 2019. ~~This~~ The ongoing and prolonged COVID-19 pandemic contributed an estimated $24 million ($25 million XFX) to the Elizabeth Arden segment’s decrease in net sales in the third quarter of 2020, compared to the prior year quarter. The Elizabeth Arden segment XFX decrease in net sales of $18.4 million in the third quarter of 2020 was driven primarily ~~driven~~ by lower net sales of certain Elizabeth Arden-branded skin care products and color cosmetics ~~and~~in International regions, as well as lower net sales of ~~certain~~ Elizabeth Arden-branded fragrances, due, primarily, to the ~~closure~~continuing effects of COVID-19 on foot traffic at department stores and ~~travel~~other retail outlets, ~~as a result of COVID-19,~~ partially offset by higher net sales of Ceramide skin care products ~~internationally.~~in North America.

Elizabeth Arden segment profit in the ~~first~~third quarter of 2020 was ~~$4.2~~$3.4 million, a ~~$2.3~~$9.1 million ~~or 121.1%, increase,~~decrease, compared to ~~$1.9~~$12.5 million in the ~~first~~third quarter of 2019. Excluding the ~~$0.5~~$0.4 million ~~unfavorable~~favorable FX impact, Elizabeth Arden segment profit in the ~~first~~third quarter of 2020 ~~increased~~decreased by ~~$2.8~~$9.5 million, ~~or 147.4%,~~ compared to the ~~first~~third quarter of 2019. This ~~increase~~decrease was driven primarily ~~driven~~ by the Elizabeth Arden segment's lower net sales, primarily due to COVID-19 as described above, and lower gross profit margin, partially offset primarily by the segment's lower brand support and other SG&A expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

Year-to-date results:

Elizabeth Arden segment net sales in the nine months ended September 30, 2020 were $282.4 million, a $69.6 million, or 19.8%, decrease, compared to $352.0 million in the nine months ended September 30, 2019. Excluding the $2.8 million unfavorable FX impact, Elizabeth Arden segment net sales in the nine months ended September 30, 2020 decreased by $66.8 million, or 19.0%, compared to the nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $93 million ($95 million XFX) to the Elizabeth Arden segment’s decrease in net sales in the nine months ended September 30, 2020, compared to the prior year period. The Elizabeth Arden segment XFX decrease in net sales of $66.8 million in the nine months ended September 30, 2020 was driven primarily by lower net sales of certain Elizabeth Arden-branded skin care products, as well as color cosmetics, and lower net sales of Elizabeth Arden-branded fragrances, due, primarily, to the continuing effects of COVID-19 on foot traffic at department stores and other retail outlets, partially offset by higher net sales of Ceramide skin care products.

Elizabeth Arden segment profit in the nine months ended September 30, 2020 was $18.4 million, a $1.3 million, or 7.6%, increase, compared to $17.1 million in the nine months ended September 30, 2019. Excluding the $0.3 million unfavorable FX impact, Elizabeth Arden segment profit in the nine months ended September 30, 2020 increased by $1.6 million, or 9.4%, compared to the nine months ended September 30, 2019. This increase was driven primarily by the Elizabeth Arden segment's

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

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

Portfolio Segment

Third quarter results:

Portfolio segment net sales in the ~~first~~third quarter of 2020 were ~~$110.0~~$99.6 million, a ~~$7.2~~$18.6 million, or ~~6.1%~~15.7%, decrease, compared to ~~$117.2~~$118.2 million in the ~~first~~third quarter of 2019. Excluding the ~~$2.0~~$0.5 million favorable FX impact, total Portfolio segment net sales in the third quarter of 2020 decreased by $19.1 million, or 16.2%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $19 million ($19 million XFX) to the Portfolio segment’s decrease in net sales in the third quarter of 2020, compared to the prior year quarter. The Portfolio segment XFX decrease in net sales of $19.1 million in the third quarter of 2020 was driven primarily by lower net sales of Almay color cosmetics, CND nail products and American Crew men's grooming products, primarily in North America, as well as lower net sales of certain local and regional brands, driven, primarily, by the continuing effect of COVID-19 on the mass retail channel and on salons. This decrease was partially offset by higher net sales in North America ofCreme of Nature products and Mitchum anti-perspirant deodorants.

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

Year-to-date results:

Portfolio segment net sales in the nine months ended September 30, 2020 were $298.1 million, a $56.0 million, or 15.8%, decrease, compared to $354.1 million in the nine months ended September 30, 2019. Excluding the $3.8 million unfavorable FX impact, total Portfolio segment net sales in the ~~first quarter of~~nine months ended September 30, 2020 decreased by ~~$5.2~~$52.2 million, or ~~4.4%~~14.7%, compared to the ~~first quarter~~nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $56 million ($56 million XFX) to the Portfolio segment’s decrease in net sales in the nine months ended September 30, 2020, compared to the prior year period. The Portfolio segment XFX decrease in net sales of ~~2019. This decrease~~$52.2 million in the nine months ended September 30, 2020 was driven primarily by ~~the Portfolio segment's~~ lower net sales of Almay~~and~~ ~~SinfulColors~~ color cosmetics, American Crew men's grooming products, ~~and~~ CND nail products, primarily in North America, as well as certain local and regional skin care products brands, driven, ~~in part,~~primarily, by the ~~closure~~continuing effects of ~~salons globally due to COVID-19.~~COVID-19 on the mass retail channel and salons. This decrease was partially offset primarily by higher net sales of ~~Mitchum~~Creme of Nature ~~anti-perspirant deodorants~~products and of Cutex nail care products, primarily in North America.

Portfolio segment profit in the ~~first quarter of~~nine months ended September 30, 2020 was ~~$7.2~~$33.9 million, a ~~$2.7~~$8.9 million, or ~~60.0%~~35.6%, increase compared to ~~$4.5~~$25.0 million in the ~~first quarter of~~nine months ended September 30, 2019. Excluding the ~~$0.2~~$0.1 million ~~unfavorable~~favorable FX impact, Portfolio segment profit in the ~~first quarter of~~nine months ended September 30, 2020 increased by ~~$2.9~~$8.8 million, or 35.2%, compared to the ~~first quarter of~~nine months ended September 30, 2019. This increase was driven primarily ~~driven~~ by the Portfolio segment's lower SG&A and brand support ~~expenses~~expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and ~~higher gross profit margin,~~ prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program, partially offset by the segment's lower net sales, primarily due to COVID-19,as described ~~above.~~above, and slightly lower gross profit margin.

Fragrances Segment

Third quarter results:

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Fragrances segment net sales in the ~~first~~third quarter of 2020 were ~~$66.0~~$105.2 million, a ~~$11.3~~$32.9 million, or ~~14.6%~~23.8%, decrease, compared to ~~$77.3~~$138.1 million in the ~~first~~third quarter of 2019. Excluding the ~~$0.9~~$0.2 million favorable FX impact, total Fragrances segment net sales in the third quarter of 2020 decreased by $33.1 million, or 24.0%, compared to the third quarter of 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $25 million ($25 million XFX) to the Fragrances segment’s decrease in net sales in the third quarter of 2020, compared to the prior year quarter. The Fragrances segment XFX decrease in net sales of $33.1 million in the third quarter of 2020 was driven primarily by continuing impacts from COVID-19, especially in the prestige channel, resulting in decreased foot traffic.

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

Year-to-date results:

Fragrances segment net sales in the nine months ended September 30, 2020 were $214.4 million, a $83.6 million, or 28.1%, decrease, compared to $298.0 million in the nine months ended September 30, 2019. Excluding the $1.6 million unfavorable FX impact, total Fragrances segment net sales in the ~~first quarter of~~nine months ended September 30, 2020 decreased by ~~$10.4~~$82.0 million, or ~~13.5%~~27.5%, compared to the ~~first quarter~~nine months ended September 30, 2019. The ongoing and prolonged COVID-19 pandemic contributed an estimated $65 million ($65 million XFX) to the Fragrances segment’sdecrease in net sales in the nine months ended September 30, 2020, compared to the prior year period. The Fragrances segment XFX decrease in net sales of $82.0 million in the nine months ended September 30, 2020 was driven primarily by continuing impacts from COVID-19, especially in the prestige channel, resulting in decreased foot traffic and temporary door closures.

Fragrances segment profit in the nine months ended September 30, 2020 was $34.6 million, a $19.0 million, or 35.4%, decrease, compared to $53.6 million in the nine months ended September 30, 2019. Excluding the $0.1 million favorable FX impact, Fragrances segment profit in the nine months ended September 30, 2020 decreased by $19.1 million, or 35.6%, compared to the nine months ended September 30, 2019. This decrease was driven primarily by ~~impacts from COVID-19 and category declines in the U.S. mass channel.~~

Fragrances segment profit in the first quarter of 2020 was $1.4 million, a $5.4 million, or 79.4%, decrease, compared to $6.8 million in the first quarter of 2019. Excluding the $0.1 million unfavorable FX impact, Fragrances segment profit in the first quarter of 2020 decreased by $5.3 million, or 77.9%, compared to the first quarter of 2019. This decrease was primarily driven by the Fragrances segment's lower net sales, primarily due to the ongoing and prolonged COVID-19 pandemic, as described above, and slightly lower gross profit margin, partially offset primarily by ~~higher gross profit margin.~~lower other SG&A and brand support expenses, primarily driven by cost reductions achieved through the Company's initiatives designed to mitigate the adverse impact of the ongoing and prolonged COVID-19 pandemic on the Company's operations, as well as the Revlon 2020 Restructuring Program.

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Geographic Results:

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


															Three Months Ended September 30,				Change				XFX Change (a)
															2020		2019		$		%		$		%

Revlon														Revlon
North America														North America	$	86.4	$	100.0	$	(13.6)	(13.6)	%	$	(13.7)	(13.7)	%
International														International	79.6		117.3		(37.7)		(32.1)	%	(38.2)		(32.6)	%
Elizabeth Arden														Elizabeth Arden
North America														North America	$	30.5	$	29.5	$	1.0	3.4	%	$	1.1	3.7	%
International														International	75.8		93.7		(17.9)		(19.1)	%	(19.5)		(20.8)	%
Portfolio														Portfolio
North America														North America	$	59.9	$	71.4	$	(11.5)	(16.1)	%	$	(11.3)	(15.8)	%
International														International	39.7		46.8		(7.1)		(15.2)	%	(7.8)		(16.7)	%
Fragrance														Fragrance
North America														North America	$	79.2	$	98.6	$	(19.4)	(19.7)	%	$	(19.3)	(19.6)	%
International														International	26.0		39.5		(13.5)		(34.2)	%	(13.8)		(34.9)	%
Total Net Sales														Total Net Sales	$	477.1	$	596.8	$	(119.7)	(20.1)	%	$	(122.5)	(20.5)	%

		Three Months Ended March 31,						Change								XFX Change ^(a)					Nine Months Ended September 30,				Change		XFX Change (a)
		2020		2019		$		%		$		%			2020		2019		$		%		$		%
Revlon	Revlon													Revlon
North America	North America	$	99.1	$	133.2	$	(34.1)	(25.6)	%	$	(34.0)	(25.5)	%	North America	$	265.6	$	367.9	$	(102.3)	(27.8)	%	$	(102.0)	(27.7)	%
International	International	82.7		114.1		(31.4)		(27.5)	%	(28.0)		(24.5)	%	International	217.2		348.2		(131.0)		(37.6)	%	(125.4)		(36.0)	%
Elizabeth Arden	Elizabeth Arden													Elizabeth Arden
North America	North America	$	21.4	$	28.2	$	(6.8)	(24.1)	%	$	(6.6)	(23.4)	%	North America	$	66.9	$	83.9	$	(17.0)	(20.3)	%	$	(16.7)	(19.9)	%
International	International	73.8		83.2		(9.4)		(11.3)	%	(7.1)		(8.5)	%	International	215.5		268.1		(52.6)		(19.6)	%	(50.1)		(18.7)	%
Portfolio	Portfolio													Portfolio
North America	North America	$	70.8	$	70.1	$	0.7	1.0	%	$	0.6	0.9	%	North America	$	182.8	$	214.5	$	(31.7)	(14.8)	%	$	(31.4)	(14.6)	%
International	International	39.2		47.1		(7.9)		(16.8)	%	(5.8)		(12.3)	%	International	115.3		139.6		(24.3)		(17.4)	%	(20.8)		(14.9)	%
Fragrances	Fragrances													Fragrances
North America	North America	$	42.2	$	47.2	$	(5.0)	(10.6)	%	$	(5.0)	(10.6)	%	North America	$	151.1	$	198.4	$	(47.3)	(23.8)	%	$	(47.2)	(23.8)	%
International	International	23.8		30.1		(6.3)		(20.9)	%	(5.4)		(17.9)	%	International	63.3		99.6		(36.3)		(36.4)	%	(34.8)		(34.9)	%
Total Net Sales	Total Net Sales	$	453.0	$	553.2	$	(100.2)	(18.1)	%	$	(91.3)	(16.5)	%	Total Net Sales	$	1,277.7	$	1,720.2	$	(442.5)	(25.7)	%	$	(428.4)	(24.9)	%


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


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


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


Revlon, Inc. Class A Common Stock:	~~53,163,901~~	53,330,303
Revlon Consumer Products Corporation Common Stock:	5,260


	March 31, 2020		December 31, 2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	62.8	$	104.3
Trade receivables, less allowance for doubtful accounts of $12.8 and $11.4 as of March 31, 2020 and December 31, 2019, respectively	326.5		423.4
Inventories	479.8		448.4
Prepaid expenses and other assets	169.8		135.3
Total current assets	1,038.9		1,111.4
Property, plant and equipment, net of accumulated depreciation of $491.7 and $488.1 as of March 31, 2020 and December 31, 2019, respectively	383.1		408.6
Deferred income taxes	209.3		175.1
Goodwill	573.7		673.7
Intangible assets, net of accumulated amortization and impairment of $258.7 and $226.4 as of March 31, 2020 and December 31, 2019, respectively	456.6		490.7
Other assets	118.0		121.1
Total assets	$	2,779.6	$	2,980.6

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Short-term borrowings	$	2.9	$	2.2
Current portion of long-term debt	856.1		288.0
Accounts payable	253.3		251.8
Accrued expenses and other current liabilities	374.1		414.9

Total current liabilities	1,486.4		956.9
Long-term debt	2,405.5		2,906.2
Long-term pension and other post-retirement plan liabilities	174.9		181.2
Other long-term liabilities	148.6		157.5

Stockholders’ deficiency:
Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 57,667,501 and 56,470,490 shares issued as of March 31, 2020 and December 31, 2019, respectively	0.5		0.5
Additional paid-in capital	1,074.3		1,071.9
Treasury stock, at cost: 1,675,901 and 1,625,580 shares of Class A Common Stock as of March 31, 2020 and December 31, 2019, respectively	(33.9)		(33.5)
Accumulated deficit	(2,226.6)		(2,012.7)
Accumulated other comprehensive loss	(250.1)		(247.4)
Total stockholders’ deficiency	(1,435.8)		(1,221.2)
Total liabilities and stockholders’ deficiency	$	2,779.6	$	2,980.6


	September 30, 2020		December 31, 2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	268.3	$	104.3
Trade receivables, less allowance for doubtful accounts of $12.4 and $11.4 as of September 30, 2020 and December 31, 2019, respectively	340.8		423.4
Inventories, net	525.5		448.4
Prepaid expenses and other assets	140.8		135.3
Total current assets	1,275.4		1,111.4
Property, plant and equipment, net of accumulated depreciation of $530.3 and $488.1 as of September 30, 2020 and December 31, 2019, respectively	355.8		408.6
Deferred income taxes	230.5		175.1
Goodwill	563.2		673.7
Intangible assets, net of accumulated amortization and impairment of $286.7 and $226.4 as of September 30, 2020 and December 31, 2019, respectively	435.9		490.7
Other assets	112.5		121.1
Total assets	$	2,973.3	$	2,980.6

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

Total current liabilities	1,314.3		956.9
Long-term debt	2,926.5		2,906.2
Long-term pension and other post-retirement plan liabilities	166.7		181.2
Other long-term liabilities	148.7		157.5

Stockholders’ deficiency:
Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 57,674,817 and 56,470,490 shares issued as of September 30, 2020 and December 31, 2019, respectively	0.5		0.5
Additional paid-in capital	1,080.5		1,071.9
Treasury stock, at cost: 1,771,032 and 1,625,580 shares of Class A Common Stock as of September 30, 2020 and December 31, 2019, respectively	(35.2)		(33.5)
Accumulated deficit	(2,397.9)		(2,012.7)
Accumulated other comprehensive loss	(230.8)		(247.4)
Total stockholders’ deficiency	(1,582.9)		(1,221.2)
Total liabilities and stockholders’ deficiency	$	2,973.3	$	2,980.6


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

Balance, January 1, 2020	Balance, January 1, 2020	$	0.5	$	1,071.9	$	(33.5)	$	(2,012.7)	$	(247.4)	$	(1,221.2)	Balance, January 1, 2020	$	0.5	$	1,071.9	$	(33.5)	$	(2,012.7)	$	(247.4)	$	(1,221.2)

Treasury stock acquired, at cost (a)														Treasury stock acquired, at cost (a)	—		—		(0.4)		—		—		(0.4)
Stock-based compensation amortization														Stock-based compensation amortization	—		2.4		—		—		—		2.4
Net loss														Net loss	—		—		—		(213.9)		—		(213.9)
Other comprehensive (loss) income, net (b)														Other comprehensive (loss) income, net (b)	—		—		—		—		(2.7)		(2.7)
Balance, March 31, 2020														Balance, March 31, 2020	0.5		1,074.3		(33.9)		(2,226.6)		(250.1)		(1,435.8)
Treasury stock acquired, at cost (a)														Treasury stock acquired, at cost (a)	—		—		(1.3)		—		—		(1.3)
Stock-based compensation amortization														Stock-based compensation amortization	—		1.1		—		—		—		1.1
Net loss														Net loss	—		—		—		(126.8)		—		(126.8)
Other comprehensive (loss) income, net (b)														Other comprehensive (loss) income, net (b)	—		—		—		—		14.3		14.3
Balance, June 30, 2020														Balance, June 30, 2020	0.5		1,075.4		(35.2)		(2,353.4)		(235.8)		(1,548.5)

Treasury stock acquired, at cost ^(a)	Treasury stock acquired, at cost ^(a)	—		—		(0.4)		—		—		(0.4)		Treasury stock acquired, at cost (a)	—		—		—		—		—		—
Stock-based compensation amortization	Stock-based compensation amortization	—		2.4		—		—		—		2.4		Stock-based compensation amortization	—		5.1		—		—		—		5.1
Net loss	Net loss	—		—		—		(213.9)		—		(213.9)		Net loss	—		—		—		(44.5)		—		(44.5)
Other comprehensive loss, net ^(b)		—		—		—		—		(2.7)		(2.7)
Balance, March 31, 2020		$	0.5	$	1,074.3	$	(33.9)	$	(2,226.6)	$	(250.1)	$	(1,435.8)
Other comprehensive (loss) income, net (b)														Other comprehensive (loss) income, net (b)	—		—		—		—		5.0		5.0
Balance, September 30, 2020														Balance, September 30, 2020	$	0.5	$	1,080.5	$	(35.2)	$	(2,397.9)	$	(230.8)	$	(1,582.9)


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

Balance, January 1, 2020	Balance, January 1, 2020	$	54.6	$	996.5	$	(1,893.1)	$	(247.4)	$	(1,089.4)	Balance, January 1, 2020	$	54.6	$	996.5	$	(1,893.1)	$	(247.4)	$	(1,089.4)

Stock-based compensation amortization												Stock-based compensation amortization	—		2.4		—		—		2.4
Net loss												Net loss	—		—		(212.2)		—		(212.2)
Other comprehensive (loss) income, net (a)												Other comprehensive (loss) income, net (a)	—		—		—		(2.7)		(2.7)
Balance, March 31, 2020												Balance, March 31, 2020	54.6		998.9		(2,105.3)		(250.1)		(1,301.9)
Stock-based compensation amortization												Stock-based compensation amortization	—		1.1		—		—		1.1
Net loss												Net loss	—		—		(125.2)		—		(125.2)
Other comprehensive (loss) income, net (a)												Other comprehensive (loss) income, net (a)	—		—		—		14.3		14.3
Balance, June 30, 2020												Balance, June 30, 2020	54.6		1,000.0		(2,230.5)		(235.8)		(1,411.7)

Stock-based compensation amortization	Stock-based compensation amortization	—		2.4		—		—		2.4		Stock-based compensation amortization	—		5.1		—		—		5.1
Net loss	Net loss	—		—		(212.2)		—		(212.2)		Net loss	—		—		(42.9)		—		(42.9)
Other comprehensive income, net ^(a)		—		—		—		(2.7)		(2.7)
Balance, March 31, 2020		$	54.6	$	998.9	$	(2,105.3)	$	(250.1)	$	(1,301.9)
Other comprehensive (loss) income, net (a)												Other comprehensive (loss) income, net (a)	—		—		—		5.0		5.0
Balance, September 30, 2020												Balance, September 30, 2020	$	54.6	$	1,005.1	$	(2,273.4)	$	(230.8)	$	(1,444.5)



	Restructuring Charges and Other, Net
	Employee Severance and Other Personnel Benefits		Other Costs		Total Restructuring Charges		Leases (a)		Other Related Charges(b)		Total Restructuring and Related Charges

Cumulative charges incurred through March 31, 2020	$	25.6	$	—	$	25.6	$	8.6	$	0.2	$	34.4



	Cumulative charges incurred through ~~March 31,~~September 30, 2020
Revlon	$	~~10.3~~17.9
Elizabeth Arden	~~5.4~~10.0
Portfolio	~~6.1~~10.6
Fragrances	~~3.8~~7.1
Total	$	~~25.6~~45.6


		Charges incurred during the three months ended March 31, 2020		Cumulative charges incurred through March 31, 2020			Charges incurred during the nine months ended September 30, 2020		Cumulative charges incurred through September 30, 2020
Revlon	Revlon	$	(0.2)	$	8.6	Revlon	$	(0.3)	$	8.5
Elizabeth Arden	Elizabeth Arden	(0.1)		4.2		Elizabeth Arden	(0.1)		4.2
Portfolio	Portfolio	—		4.0		Portfolio	(0.1)		3.9
Fragrances	Fragrances	(0.1)		3.4		Fragrances	(0.1)		3.4
Total	Total	$	(0.4)	$	20.2	Total	$	(0.6)	$	20.0



										Utilized, Net
			Liability Balance at January 1, 2020			Expense, Net			Foreign Currency Translation			Cash			Non-cash			Liability Balance at March 31, 2020
Revlon 2020 Restructuring Program:
Employee severance and other personnel benefits	$	—		$	25.6		$	—		$	(0.8)		$	—		$	24.8



2018 Optimization Program:
Employee severance and other personnel benefits	5.7			(0.4)			—			(2.5)			—			2.8











Other immaterial actions:^(a)
Employee severance and other personnel benefits	4.3			(0.4)			(0.1)			(0.3)			—			3.5


Total restructuring reserve	$	10.0		$	24.8		$	(0.1)		$	(3.6)		$	—		$	31.1


	March 31,		December 31,
	2020		2019
Finished goods	$	363.9	$	326.5
Raw materials and supplies	104.1		110.4
Work-in-process	11.8		11.5
	$	479.8	$	448.4


	Three Months Ended
	March 31, 2020			March 31, 2019
Lease Cost:
Finance Lease Cost:
Amortization of ROU assets	$	0.1		$	0.0
Interest on lease liabilities	0.0			0.0
Operating Lease Cost	13.0			10.6
Total Lease Cost	$	13.1		$	10.6

Other Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	0.0			0.0
Operating cash flows from operating leases	9.9			11.0
Financing cash flows from finance leases	0.1			0.2

	March 31, 2020			December 31, 2019
ROU assets for finance leases	0.9			1.0
ROU assets for operating leases	90.8			91.4
Accumulated amortization on ROU assets for finance leases	0.4			0.3
Accumulated amortization on ROU assets for operating leases	26.3			23.2

Weighted-average remaining lease term - finance leases	2.6 years			2.8 years
Weighted-average remaining lease term - operating leases	6.0 years			6.2 years

Weighted-average discount rate - finance leases	15.0		%	15.6		%
Weighted-average discount rate - operating leases	15.7		%	15.8		%


	Operating Leases		Finance Leases
April 2020 through December 2020	$	26.4	$	0.5
2021	32.8		0.5
2022	26.2		0.3
2023	21.9		0.0
2024	16.5		—
Thereafter	46.7		—
Total undiscounted cash flows	$	170.5	$	1.3

Present value:
Short-term lease liability	$	19.2	$	0.5
Long-term lease liability	89.2		0.4
Total lease liability	$	108.4	$	0.9
Difference between undiscounted cash flows and discounted cash flows	$	62.1	$	0.4


		March 31, 2020																		September 30, 2020
		Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)		Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:	Finite-lived intangible assets:										Finite-lived intangible assets:
Trademarks and licenses	Trademarks and licenses	$	271.0	$	(114.8)	$	—	$	156.2	13	Trademarks and licenses	$	271.3	$	(122.7)	$	0	$	148.6	12
Customer relationships	Customer relationships	247.4		(99.4)		—		148.0		11	Customer relationships	248.8		(107.4)		0		141.4		11
Patents and internally-developed intellectual property	Patents and internally-developed intellectual property	21.7		(12.6)		—		9.1		5	Patents and internally-developed intellectual property	23.7		(15.2)		0		8.5		5
Distribution rights	Distribution rights	31.0		(6.1)		—		24.9		14	Distribution rights	31.0		(7.0)		0		24.0		14
Other	Other	1.3		(1.3)		—		—		0	Other	1.3		(1.3)		0		0		0
Total finite-lived intangible assets	Total finite-lived intangible assets	$	572.4	$	(234.2)	$	—	$	338.2		Total finite-lived intangible assets	$	576.1	$	(253.6)	$	0	$	322.5

Indefinite-lived intangible assets:	Indefinite-lived intangible assets:										Indefinite-lived intangible assets:
Trade names	Trade names	$	142.9	N/A		$	(24.5)	$	118.4		Trade names	$	146.5	N/A		$	(33.1)	$	113.4
Total indefinite-lived intangible assets	Total indefinite-lived intangible assets	$	142.9	N/A		$	(24.5)	$	118.4		Total indefinite-lived intangible assets	$	146.5	N/A		$	(33.1)	$	113.4

Total intangible assets	Total intangible assets	$	715.3	$	(234.2)	$	(24.5)	$	456.6		Total intangible assets	$	722.6	$	(253.6)	$	(33.1)	$	435.9

		December 31, 2019																		December 31, 2019
		Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)		Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount		Weighted-Average Useful Life (in Years)
Finite-lived intangible assets:	Finite-lived intangible assets:										Finite-lived intangible assets:
Trademarks and licenses	Trademarks and licenses	$	271.2	$	(110.9)	$	—	$	160.3	13	Trademarks and licenses	$	271.2	$	(110.9)	$	0	$	160.3	13
Customer relationships	Customer relationships	248.3		(96.5)		—		151.8		11	Customer relationships	248.3		(96.5)		0		151.8		11
Patents and internally-developed intellectual property	Patents and internally-developed intellectual property	21.5		(12.1)		—		9.4		5	Patents and internally-developed intellectual property	21.5		(12.1)		0		9.4		5
Distribution rights	Distribution rights	31.0		(5.6)		—		25.4		15	Distribution rights	31.0		(5.6)		0		25.4		15
Other	Other	1.3		(1.3)		—		—		0	Other	1.3		(1.3)		0		0		0
Total finite-lived intangible assets	Total finite-lived intangible assets	$	573.3	$	(226.4)	$	—	$	346.9		Total finite-lived intangible assets	$	573.3	$	(226.4)	$	0	$	346.9

Indefinite-lived intangible assets:	Indefinite-lived intangible assets:										Indefinite-lived intangible assets:
Trade names	Trade names	$	143.8	N/A		$	—	$	143.8		Trade names	$	143.8	N/A		$	0	$	143.8
Total indefinite-lived intangible assets	Total indefinite-lived intangible assets	$	143.8	N/A		$	—	$	143.8		Total indefinite-lived intangible assets	$	143.8	N/A		$	0	$	143.8

Total intangible assets	Total intangible assets	$	717.1	$	(226.4)	$	—	$	490.7		Total intangible assets	$	717.1	$	(226.4)	$	0	$	490.7


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


	Nine Months Ended
	September 30, 2020
	Revlon		Portfolio		Elizabeth Arden		Fragrances		Total

Indefinite-lived intangible assets	$	0	$	(2.5)	$	(30.6)	$	0	$	(33.1)
Total Intangibles Impairment	$	0	$	(2.5)	$	(30.6)	$	0	$	(33.1)


		Estimated Amortization Expense			Estimated Amortization Expense
2020	2020	$	25.6	2020	$	8.7
2021	2021	33.2		2021	33.4
2022	2022	32.3		2022	32.4
2023	2023	30.8		2023	30.9
2024	2024	27.5		2024	27.6
Thereafter	Thereafter	188.8		Thereafter	189.5
Total	Total	$	338.2	Total	$	322.5



	Commitment		Borrowing Base		Aggregate principal amount outstanding at March 31, 2020		Availability at March 31, 2020 ^(a)
Tranche A of the Amended 2016 Revolving Credit Facility	$	400.0	$	352.0	$	306.7	$	34.3
Tranche B of the Amended 2016 Revolving Credit Facility	41.5		34.8		34.8		—
Total Tranche A & B of the Amended 2016 Revolving Credit Facility^(a)	$	441.5	$	386.8	$	341.5	$	34.3
Amended 2019 Senior Line of Credit Facility	$	30.0	N/A		$	—	$	30.0


		March 31, 2020																			September 30, 2020
		Fair Value																	Fair Value
		Level 1		Level 2		Level 3		Total		Carrying Value			Level 1		Level 2		Level 3		Total		Carrying Value
Liabilities:	Liabilities:											Liabilities:
Long-term debt, including current portion^(a)	Long-term debt, including current portion^(a)	$	—	$	1,768.3	$	—	$	1,768.3	$	3,261.6	Long-term debt, including current portion(a)	$	0	$	2,068.4	$	0	$	2,068.4	$	3,631.0



	Pension Plans				Other Post-Retirement Benefit Plans
	Three Months Ended September 30,
	2020		2019		2020		2019
Net periodic benefit costs:
Service cost	$	0.5	$	0.4	$	0	$	0
Interest cost	3.8		5.1		0.1		0.1
Expected return on plan assets	(5.7)		(6.0)		0		0
Amortization of actuarial loss	2.7		2.5		0.1		0.1

Total net periodic benefit costs prior to allocation	$	1.3	$	2.0	$	0.2	$	0.2
Portion allocated to Revlon Holdings	0		0		0		0
Total net periodic benefit costs	$	1.3	$	2.0	$	0.2	$	0.2


		Time-Based LTIP			Performance-Based LTIP				Time-Based LTIP		Performance-Based LTIP
		RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU	RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU		RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU	RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2019	Outstanding as of December 31, 2019						Outstanding as of December 31, 2019
2019 TIP RSUs ^(b)	2019 TIP RSUs ^(b)	200.6	16.44	n/a		—	2019 TIP RSUs (b)	200.6	16.44	n/a		—
LTIP RSUs:	LTIP RSUs:						LTIP RSUs:
2019	2019	425.6	22.55	425.6		22.55	2019	425.6	22.55	425.6		22.55
2018	2018	241.9	19.00	364.7		19.00	2018	241.9	19.00	364.7		19.00
2017 ^(a)	2017 ^(a)	54.0	19.70	110.9		19.70	2017 (a)	54.0	19.70	110.9		19.70
Total LTIP RSUs	Total LTIP RSUs	721.5		901.2			Total LTIP RSUs	721.5		901.2
Total LTIP and TIP RSUs Outstanding as of December 31, 2019	Total LTIP and TIP RSUs Outstanding as of December 31, 2019	922.1		901.2			Total LTIP and TIP RSUs Outstanding as of December 31, 2019	922.1		901.2
Granted	Granted						Granted
2019 TIP RSUs Granted ^(b)	2019 TIP RSUs Granted ^(b)	—	—	n/a		—	2019 TIP RSUs Granted (b)	11.7	10.24	n/a		—
LTIP RSUs:	LTIP RSUs:						LTIP RSUs:
2020	2020	648.4	14.96	648.4		14.96	2020	626.6	14.96	626.7		14.96
2019	2019	—	—	—		—	2019	0	0	0		0
2018	2018	—	—	—		—	2018	0	0	0		0
2017 ^(a)	2017 ^(a)	—	—	—		—	2017 (a)	0	0	0		0
Total LTIP RSUs Granted	Total LTIP RSUs Granted	648.4		648.4			Total LTIP RSUs Granted	626.6		626.7
Vested	Vested						Vested
2019 TIP RSUs Vested ^(b)(c)	2019 TIP RSUs Vested ^(b)(c)	(21.1)	16.44	n/a		—	2019 TIP RSUs Vested (b)(c)	(27.3)	16.44	—		—
LTIP RSUs:	LTIP RSUs:						LTIP RSUs:
2019^(c)	2019^(c)	(129.3)	22.55	—		—	2019 (c)	(133.9)	22.55	0		0
2018^(c)	2018^(c)	(103.8)	19.30	—		—	2018 (c)	(108.5)	19.32	0		0
2017 ^(a)(c)	2017 ^(a)(c)	(53.4)	19.70	(14.2)		19.70	2017 (a)(c)	(53.4)	19.70	(14.2)		19.70
Total LTIP RSUs Vested	Total LTIP RSUs Vested	(286.5)		(14.2)			Total LTIP RSUs Vested	(295.8)		(14.2)
Forfeited/Canceled	Forfeited/Canceled						Forfeited/Canceled
2019 TIP RSUs Forfeited/Canceled ^(b)	2019 TIP RSUs Forfeited/Canceled ^(b)	(25.8)	16.44	n/a		—	2019 TIP RSUs Forfeited/Canceled (b)	(36.8)	16.44	n/a		—
LTIP RSUs:	LTIP RSUs:						LTIP RSUs:
2019	2019	(68.4)	22.55	(82.8)		22.55	2019	(83.3)	22.55	(112.1)		22.55
2018	2018	(44.4)	17.33	(82.0)		17.44	2018	(49.0)	17.56	(110.0)		17.97
2017 ^(a)	2017 ^(a)	(0.6)	19.70	(96.7)		19.70	2017 (a)	(0.6)	19.70	(96.7)		19.70
Total LTIP RSUs Forfeited/Canceled	Total LTIP RSUs Forfeited/Canceled	(113.4)		(261.5)			Total LTIP RSUs Forfeited/Canceled	(132.9)		(318.8)
Outstanding as of March 31, 2020
Outstanding as of September 30, 2020							Outstanding as of September 30, 2020
2019 TIP RSUs	2019 TIP RSUs	153.7	16.44	n/a		—	2019 TIP RSUs	148.2	15.95	n/a		—
LTIP RSUs:	LTIP RSUs:						LTIP RSUs:
2020	2020	648.4	14.96	648.4		14.96	2020	626.6	14.96	626.7		14.96
2019	2019	227.9	22.55	342.8		22.55	2019	208.4	22.55	313.5		22.55
2018	2018	93.7	19.45	282.7		19.46	2018	84.4	19.43	254.7		19.45
2017 ^(a)	2017 ^(a)	—	—	—		—	2017 (a)	0	0	0		0
Total LTIP RSUs	Total LTIP RSUs	970.0		1,273.9			Total LTIP RSUs	919.4		1,194.9
Total LTIP and TIP RSUs Outstanding as of March 31, 2020		1,123.7		1,273.9
Total LTIP and TIP RSUs Outstanding as of September 30, 2020							Total LTIP and TIP RSUs Outstanding as of September 30, 2020	1,067.6		1,194.9


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

Balance at January 1, 2020	Balance at January 1, 2020	$	(27.3)	$	(219.8)	$	(0.3)	$	(247.4)	Balance at January 1, 2020	$	(27.3)	$	(219.8)	$	(0.3)	$	(247.4)
Foreign currency translation adjustment	Foreign currency translation adjustment	(5.2)		—		—		(5.2)		Foreign currency translation adjustment	7.3		—		—		7.3
Amortization of pension related costs, net of tax of $(0.3) million^(a)		—		2.5		—		2.5
Amortization of pension related costs, net of tax of $0.7 million(a)										Amortization of pension related costs, net of tax of $0.7 million(a)	—		9.3		—		9.3

Other comprehensive (loss) gain	Other comprehensive (loss) gain	$	(5.2)	$	2.5	$	—	$	(2.7)	Other comprehensive (loss) gain	$	7.3	$	9.3	$	0	$	16.6
Balance at March 31, 2020		$	(32.5)	$	(217.3)	$	(0.3)	$	(250.1)
Balance at September 30, 2020										Balance at September 30, 2020	$	(20.0)	$	(210.5)	$	(0.3)	$	(230.8)


	Three Months Ended March 31, 2020
		Revlon		Elizabeth Arden		Portfolio		Fragrances		Total
Geographic Area⁽¹⁾:
Net Sales
North America		$	99.1	$	21.4	$	70.8	$	42.2	$	233.5
EMEA*		37.3		25.9		30.6		16.3		110.1
Asia		14.7		43.1		0.5		3.4		61.7
Latin America*		14.0		0.8		4.9		0.8		20.5
Pacific*		16.7		4.0		3.2		3.3		27.2
		$	181.8	$	95.2	$	110.0	$	66.0	$	453.0


	Three Months Ended September 30, 2020										Nine Months Ended September 30, 2020
	Revlon		Elizabeth Arden		Portfolio		Fragrances		Total		Revlon		Elizabeth Arden		Portfolio		Fragrances		Total
Geographic Area(1):
Net Sales
North America	$	86.4	$	30.5	$	59.9	$	79.2	$	256.0	$	265.6	$	66.9	$	182.8	$	151.1	$	666.4
EMEA*	41.4		25.3		32.8		18.8		118.3		105.2		64.9		93.6		44.4		308.1
Asia	12.1		43.3		0.4		2.7		58.5		33.6		135.5		1.6		8.1		178.8
Latin America*	11.3		2.5		3.3		1.5		18.6		35.3		3.5		11.6		2.6		53.0
Pacific*	14.8		4.7		3.2		3.0		25.7		43.1		11.6		8.5		8.2		71.4
	$	166.0	$	106.3	$	99.6	$	105.2	$	477.1	$	482.8	$	282.4	$	298.1	$	214.4	$	1,277.7


		Three Months Ended March 31, 2019																				Three Months Ended September 30, 2019											Nine Months Ended September 30, 2019
			Revlon		Elizabeth Arden		Portfolio		Fragrances		Total			Revlon		Elizabeth Arden		Portfolio		Fragrances			Total		Revlon		Elizabeth Arden		Portfolio		Fragrances			Total
Geographic Area⁽¹⁾:	Geographic Area⁽¹⁾:												Geographic Area(1):
Net Sales	Net Sales												Net Sales
North America	North America		133.2		28.2		70.1		47.2		$	278.7	North America	$	100.0	$	29.5	$	71.4	$	98.6		$	299.5	367.9		83.9		214.5		198.4			$	864.7
EMEA*	EMEA*		53.7		27.9		37.8		20.2		139.6		EMEA*	48.1		37.3		38.4		26.8			150.6		153.3		95.8		111.0		68.9			429.0
Asia	Asia		23.9		47.7		0.8		4.7		77.1		Asia	30.1		46.5		1.0		4.0			81.6		78.4		148.1		3.2		12.8			242.5
Latin America*	Latin America*		15.7		2.8		5.2		2.2		25.9		Latin America*	18.8		2.2		4.5		3.1			28.6		56.2		7.2		16.2		7.1			86.7
Pacific*	Pacific*		20.8		4.8		3.3		3.0		31.9		Pacific*	20.3		7.7		2.9		5.6			36.5		60.3		17.0		9.2		10.8			97.3
			$	247.3	$	111.4	$	117.2	$	77.3	$	553.2		$	217.3	$	123.2	$	118.2	$	138.1		$	596.8	$	716.1	$	352.0	$	354.1	$	298.0		$	1,720.2


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

ASSETS	ASSETS											ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	3.1	$	2.4	$	57.3	$	—	$	62.8	Cash and cash equivalents	$	167.8	$	8.8	$	91.7	$	0	$	268.3
Trade receivables, less allowances for doubtful accounts	Trade receivables, less allowances for doubtful accounts	74.0		72.4		180.1		—		326.5		Trade receivables, less allowances for doubtful accounts	54.6		107.7		178.5		0		340.8
Inventories		146.5		157.0		176.3		—		479.8
Inventories, net												Inventories, net	141.0		180.9		203.6		0		525.5
Prepaid expenses and other	Prepaid expenses and other	225.3		33.7		70.3		—		329.3		Prepaid expenses and other	215.0		31.2		59.4		0		305.6
Intercompany receivables	Intercompany receivables	3,021.1		3,013.0		476.8		(6,510.9)		—		Intercompany receivables	3,375.6		3,296.1		464.4		(7,136.1)		0
Investment in subsidiaries	Investment in subsidiaries	1,557.1		12.8		—		(1,569.9)		—		Investment in subsidiaries	1,581.4		(0.1)		0		(1,581.3)		0
Property, plant and equipment, net	Property, plant and equipment, net	200.4		77.4		105.3		—		383.1		Property, plant and equipment, net	184.4		70.5		100.9		0		355.8
Deferred income taxes	Deferred income taxes	179.1		(17.2)		29.8		—		191.7		Deferred income taxes	243.5		(70.6)		39.0		0		211.9
Goodwill	Goodwill	60.1		264.0		249.6		—		573.7		Goodwill	48.9		264.0		250.3		0		563.2
Intangible assets, net	Intangible assets, net	(11.9)		340.3		128.2		—		456.6		Intangible assets, net	10.8		192.1		233.0		0		435.9
Other assets	Other assets	69.2		15.3		33.5		—		118.0		Other assets	69.0		13.4		30.1		0		112.5
Total assets	Total assets	$	5,524.0	$	3,971.1	$	1,507.2	$	(8,080.8)	$	2,921.5	Total assets	$	6,092.0	$	4,094.0	$	1,650.9	$	(8,717.4)	$	3,119.5
LIABILITIES AND STOCKHOLDER’S DEFICIENCY	LIABILITIES AND STOCKHOLDER’S DEFICIENCY																					LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	Short-term borrowings	$	—	$	—	$	2.9	$	—	$	2.9	Short-term borrowings	$	0	$	0	$	2.0	$	0	$	2.0
Current portion of long-term debt	Current portion of long-term debt	856.0		—		0.1		—		856.1		Current portion of long-term debt	649.0		0		55.5		0		704.5
Accounts payable	Accounts payable	110.6		45.1		97.6		—		253.3		Accounts payable	75.1		62.2		82.6		0		219.9
Accrued expenses and other	Accrued expenses and other	192.6		6.0		178.7		—		377.3		Accrued expenses and other	243.5		(48.2)		195.5		0		390.8
Intercompany payables	Intercompany payables	3,194.3		2,819.3		497.3		(6,510.9)		—		Intercompany payables	3,496.2		3,013.9		625.9		(7,136.0)		0
Long-term debt	Long-term debt	2,322.3		—		83.2		—		2,405.5		Long-term debt	2,926.2		0		0.3		0		2,926.5
Other long-term liabilities	Other long-term liabilities	176.6		113.7		38.0		—		328.3		Other long-term liabilities	172.9		109.3		38.1		0		320.3
Total liabilities	Total liabilities	6,852.4		2,984.1		897.8		(6,510.9)		4,223.4		Total liabilities	7,562.9		3,137.2		999.9		(7,136.0)		4,564.0
Stockholder’s (deficiency) equity	Stockholder’s (deficiency) equity	(1,328.4)		987.0		609.4		(1,569.9)		(1,301.9)		Stockholder’s (deficiency) equity	(1,470.9)		956.8		651.0		(1,581.4)		(1,444.5)
Total liabilities and stockholder’s deficiency		$	5,524.0	$	3,971.1	$	1,507.2	$	(8,080.8)	$	2,921.5
Total liabilities and stockholder’s (deficiency) equity												Total liabilities and stockholder’s (deficiency) equity	$	6,092.0	$	4,094.0	$	1,650.9	$	(8,717.4)	$	3,119.5


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

ASSETS
Cash and cash equivalents	$	0.8	$	6.4	$	97.1	$	—	$	104.3
Trade receivables, less allowances for doubtful accounts	95.5		92.3		235.6		—		423.4
Inventories	131.0		151.5		165.9		—		448.4
Prepaid expenses and other	219.7		26.4		46.5		—		292.6
Intercompany receivables	2,857.7		2,854.6		452.7		(6,165.0)		—
Investment in subsidiaries	1,598.3		30.7		—		(1,629.0)		—
Property, plant and equipment, net	208.7		89.5		110.4		—		408.6
Deferred income taxes	165.0		(37.8)		30.9		—		158.1
Goodwill	159.9		264.0		249.8		—		673.7
Intangible assets, net	13.0		346.9		130.8		—		490.7
Other assets	67.8		16.2		37.1		—		121.1
Total assets	$	5,517.4	$	3,840.7	$	1,556.8	$	(7,794.0)	$	3,120.9
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—	$	—	$	2.2	$	—	$	2.2
Current portion of long-term debt	287.9		—		0.1		—		288.0
Accounts payable	108.4		39.9		103.5		—		251.8
Accrued expenses and other	124.1		70.0		224.1		—		418.2
Intercompany payables	3,030.3		2,668.7		466.0		(6,165.0)		—
Long-term debt	2,822.2		—		84.0		—		2,906.2
Other long-term liabilities	220.4		118.2		5.3		—		343.9
Total liabilities	6,593.3		2,896.8		885.2		(6,165.0)		4,210.3
Stockholder’s (deficiency) equity	(1,075.9)		943.9		671.6		(1,629.0)		(1,089.4)
Total liabilities and stockholder’s deficiency	$	5,517.4	$	3,840.7	$	1,556.8	$	(7,794.0)	$	3,120.9




















































~~10.~~4.			~~Material Contracts.~~Instruments Defining the Rights of Security Holders, including Indentures.













~~10.1~~			Revlon Executive Severance Pay Plan (Restated, Effective March 30, 2020), (incorporated by reference to Exhibit 10.1 to Revlon's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 11, 2020 (the "Revlon Q1 2020 Form 10-Q")).
~~10.2~~			Amendment, dated as of April 10, 2020, to the Amended and Restated Employment Agreement, dated as of November 16, 2018, by and among Revlon, Products Corporation and Debra Perelman (incorporated by reference to Exhibit 10.2 to the Revlon Q1 2020 Form 10-Q).
~~10.3~~			Amendment, dated as of March 31, 2020, to the Employment Agreement, dated as of March 12, 2018, by and among Revlon, Products Corporation and Victoria Dolan (incorporated by reference to Exhibit 10.3 to the Revlon Q1 2020 Form 10-Q).

~~10.4~~			~~Employment Agreement, dated as of January 2, 2020, by and among Revlon, Products Corporation and Sergio Pedreiro (incorporated by reference to Exhibit 10.19 to the Revlon 2019 Form 10-K).~~
~~10.5~~			Amendment, dated as of March 31, 2020 to the Employment Agreement, dated as of January 2, 2020, by and among Revlon, Products Corporation and Sergio Pedreiro (incorporated by reference to Exhibit 10.5 to the Revlon Q1 2020 Form 10-Q).
~~10.6~~			~~Amended and Restated Consulting Agreement between Products Corporation and E. Scott Beattie, dated March 11, 2020 (incorporated by reference to Exhibit 10.20 to the Revlon 2019 Form 10-K).~~
~~10.7~~			Amendment, dated as of March 30, 2020, to the Amended and Restated Consulting Agreement, dated as of March 11, 2020, between Products Corporation and E. Scott Beattie (incorporated by reference to Exhibit 10.7 to the Revlon Q1 2020 Form 10-Q).
~~10.8~~			Amendment, dated as of March 30, 2020, to the Consulting Agreement, dated as of November 7, 2019, between Products Corporation and Mitra Hormozi (incorporated by reference to Exhibit 10.8 to the Revlon Q1 2020 Form 10-Q).





































4.1			Second Amended and Restated Senior Unsecured Line of Credit Agreement, dated as of September 28, 2020, between Products Corporation, as borrower, and MacAndrews & Forbes Group, LLC, as lender (incorporated by reference to Exhibit 4.1 to Revlon's Quarterly Report on Form 10 -Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 13, 2020 (the "Revlon Q3 2020 Form 10-Q")).
10.			Material Contracts.
10.1			Transaction Support Agreement, dated as of September 28, 2020, by and among Products Corporation, Revlon and certain beneficial holders, or investment advisors or managers for the account of beneficial holders, of term loans under the BrandCo Credit Agreement, dated as of May 7, 2020, by and among Products Corporation, Revlon, certain lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (inc orporated by reference to Exhibit 10.1 to the Revlon Q3 2020 Form 10-Q).
*31.1			Certification of Debra Perelman, Chief Executive Officer, dated ~~May 11,~~November 13, 2020, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31.2			Certification of Victoria Dolan, Chief Financial Officer, dated ~~May 11,~~November 13, 2020, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
**32.1			Certification of Debra Perelman, Chief Executive Officer, dated ~~May 11,~~November 13, 2020, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2			Certification of Victoria Dolan, Chief Financial Officer, dated ~~May 11,~~November 13, 2020, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*101.INS			Inline XBRL Instance Document
*101.SCH			Inline XBRL Taxonomy Extension Schema
*101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase
*101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase
*101.LAB			Inline XBRL Taxonomy Extension Label Linkbase
*101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase
*104			Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101