Document And Entity Information (USD $)	12 Months Ended
Document And Entity Information (USD $)	Dec. 31, 2011	Jun. 30, 2011
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011
Entity Registrant Name	REVLON INC /DE/
Entity Central Index Key	0000887921
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float		$ 193,300,598
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding	49,058,008
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding	3,125,000

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 101.7	$ 76.7
Trade receivables, less allowance for doubtful accounts of $3.2 and $3.1 as of December 31, 2011 and 2010, respectively	212.0	197.5
Inventories	111.0	115.0
Deferred income taxes - current	49.8	39.6
Prepaid expenses and other	44.2	47.3
Total current assets	518.7	476.1
Property, plant and equipment, net	98.9	106.2
Deferred income taxes - noncurrent	232.1	229.4
Goodwill, net	194.7	182.7
Other assets	112.7	92.3
Total assets	1,157.1	1,086.7
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Short-term borrowings	5.9	3.7
Current portion of long-term debt	8.0	8.0
Accounts payable	89.8	88.3
Accrued expenses and other	231.7	218.5
Total current liabilities	335.4	318.5
Long-term debt	1,107.0	1,100.9
Long-term debt - affiliates	58.4	58.4
Redeemable preferred stock	48.4	48.1
Long-term pension and other post-retirement plan liabilities	245.5	201.5
Other long-term liabilities	55.3	55.7
Commitments and contingencies
Stockholders' deficiency:
Additional paid-in capital	1,014.1	1,012.0
Treasury stock, at cost; 671,271 and 532,838 shares of Class A Common Stock as of December 31, 2011 and 2010, respectively	(8.6)	(7.2)
Accumulated deficit	(1,498.0)	(1,551.4)
Accumulated other comprehensive loss	(200.9)	(150.3)
Total stockholders' deficiency	(692.9)	(696.4)
Total liabilities and stockholders' deficiency	1,157.1	1,086.7
Class A Common Stock [Member]
Stockholders' deficiency:
Common stock, value	0.5	0.5
Class B Common Stock [Member]
Stockholders' deficiency:
Common stock, value

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Allowance for doubtful accounts on trade receivables	$ 3.2	$ 3.1
Stockholders' deficiency:
Treasury stock, at cost	671,271	532,838
Class B Common Stock [Member]
Stockholders' deficiency:
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	3,125,000	3,125,000
Common Stock, shares outstanding	3,125,000	3,125,000
Class A Common Stock [Member]
Stockholders' deficiency:
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	900,000,000	900,000,000
Common Stock, shares issued	49,986,651	50,000,497

Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any.

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Consolidated Statements Of Income (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements Of Income [Abstract]
Net sales	$ 1,381.4	$ 1,321.4	$ 1,295.9
Cost of sales	492.6	455.3	474.7
Gross profit	888.8	866.1	821.2
Selling, general and administrative expenses	685.5	666.6	629.1
Restructuring costs and other, net		(0.3)	21.3
Operating income	203.3	199.8	170.8
Other expenses, net:
Interest expense	84.9	90.5	91.5
Interest expense - preferred stock dividends	6.4	6.4	1.5
Amortization of debt issuance costs	5.3	5.9	5.8
Loss on early extinguishment of debt, net	11.2	9.7	5.8
Foreign currency losses, net	4.4	6.3	8.9
Miscellaneous, net	1.5	1.2	0.5
Other expenses, net	113.7	120.0	114.0
Income from continuing operations before income taxes	89.6	79.8	56.8
Provision for (benefit from) income taxes	36.8	(247.2)	8.3
Income from continuing operations, net of taxes	52.8	327.0	48.5
Income from discontinued operations, net of taxes	0.6	0.3	0.3
Net income	$ 53.4	$ 327.3	$ 48.8
Basic income per common share:
Continuing operations	$ 1.01	$ 6.30	$ 0.94
Discontinued operations	$ 0.01	$ 0.01	$ 0.01
Net income	$ 1.02	$ 6.31	$ 0.95
Diluted income per common share:
Continuing operations	$ 1.01	$ 6.25	$ 0.94
Discontinued operations	$ 0.01	$ 0.01	$ 0.01
Net income	$ 1.02	$ 6.26	$ 0.94
Weighted average number of common shares outstanding:
Basic	52,173,906	51,892,824	51,552,213
Diluted	52,331,807	52,302,636	51,725,485

Consolidated Statement Of Stockholders' Equity (Deficiency) And Comprehensive Income (Loss) (USD $)
In Millions, unless otherwise specified

Common Stock [Member]

Additional Paid-In-Capital [Member]

Treasury Stock [Member]

Accumulated Deficit [Member]

Accumulated Other Comprehensive Loss [Member]

Total

Balance at Dec. 31, 2008

$ 0.5

$ 1,000.9

$ (3.6)

$ (1,927.5)

$ (183.1)

$ (1,112.8)

Treasury stock acquired, at cost

^[1]

(1.1)

Stock-based compensation amortization

5.6

Discount on Preferred Stock

0.7

Comprehensive income (loss):

Net income

48.8

Revaluation of financial derivative instruments

^[2]

3.7

Currency translation adjustment

9.8

Amortization of pension related costs

^[3]

12.0

Pension re-measurement

(9.5)

Pension curtailment gain

^[4]

9.2

Total comprehensive income

74.0

Balance at Dec. 31, 2009

0.5

1,007.2

(4.7)

(1,878.7)

(157.9)

(1,033.6)

Treasury stock acquired, at cost

^[1]

(2.5)

Stock-based compensation amortization

3.6

Excess tax benefits from stock-based compensation

1.2

Comprehensive income (loss):

Net income

327.3

Revaluation of financial derivative instruments

^[2]

1.7

Currency translation adjustment

7.4

Amortization of pension related costs

^[3]

5.4

Pension re-measurement

^[4]

(8.4)

Pension curtailment gain

^[4]

1.5

Total comprehensive income

334.9

Balance at Dec. 31, 2010

0.5

1,012.0

(7.2)

(1,551.4)

(150.3)

(696.4)

Treasury stock acquired, at cost

^[1]

(1.4)

Stock-based compensation amortization

1.9

Excess tax benefits from stock-based compensation

0.2

Comprehensive income (loss):

Net income

53.4

Currency translation adjustment

(8.3)

Amortization of pension related costs

^[3]

3.6

Pension re-measurement

^[4]

(45.9)

Total comprehensive income

2.8

Balance at Dec. 31, 2011

$ 0.5

$ 1,014.1

$ (8.6)

$ (1,498.0)

$ (200.9)

$ (692.9)

[1]	Pursuant to the share withholding provision of the Third Amended and Restated Revlon, Inc. Stock Plan (the "Stock Plan"), certain employees, in lieu of paying withholding taxes on the vesting of certain restricted stock, authorized the withholding of an aggregate 138,433; 147,161; and 129,224 shares of Revlon, Inc. Class A Common Stock during 2011, 2010 and 2009, respectively, to satisfy the minimum statutory tax withholding requirements related to such vesting. These shares were recorded as treasury stock using the cost method, at a weighted average price per share of $10.07, $16.84, and $8.56 during 2011, 2010, and 2009, respectively, based on the closing price of Revlon, Inc. Class A Common Stock as reported on the NYSE consolidated tape on the respective vesting dates, for a total of $1.4 million, $2.5 million and $1.1 million, respectively. For details on such withholding taxes on the vesting of certain restricted stock, see Note 15, "Stockholders' Equity - Treasury Stock".
[2]	See Note 11, "Financial Instruments" and Note 17, "Accumulated Other Comprehensive Loss" for details regarding the net amount of hedge accounting derivative losses recognized in 2010 and 2009 due to the Company's use of derivative financial instruments.
[3]	See Note 14, "Savings Plan, Pension and Post-retirement Benefits," and Note 17, "Accumulated Other Comprehensive Loss," for details on the change in Accumulated Other Comprehensive Loss as a result of the amortization of unrecognized prior service costs and actuarial losses (gains) arising during 2011, 2010 and 2009 related to the Company's pension and other post-retirement plans.
[4]	See Note 14, "Savings Plan, Pension and Post-retirement Benefits," and Note 17, "Accumulated Other Comprehensive Loss," for details on the increase in pension liabilities recorded within Accumulated Other Comprehensive Loss as the result of the re-measurement of the pension liabilities, as well as the curtailment gain recognized by the Company in connection with the May 2009 Pension Plan Amendments (as hereinafter defined) in 2009 and the curtailment gain recognized by the Company in connection with the amendments to the Canadian defined benefit pension plan in 2010, which both reduced the Company's pension liability and were recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss in the respective years.

Consolidated Statement Of Stockholders' Equity (Deficiency) And Comprehensive Income (Loss) (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Currency translation adjustment, tax	$ 1.8
Amortization of pension related costs, tax	2.0
Pension re-measurement, tax	30.1
Treasury stock authorized to satisfy minimum statutory tax withholding requirements	138,433	147,161	129,224
Weighted average price per share	$ 10.07	$ 16.84	$ 8.56
Class A Common Stock [Member]
Total value	$ 1.4	$ 2.5	$ 1.1

- Definition

Tax effects of the increase (decrease) to accumulated comprehensive income during the period related to benefit plans. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

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- Definition

Tax effect of the adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into functional currency of the reporting entity. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

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- Definition

For each annual statement of income presented, the tax effect of the net gain (loss) recognized in other comprehensive income that is a reclassification adjustment of other comprehensive income as a result of being recognized as a component of net periodic benefit cost for the period.

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 53.4	$ 327.3	$ 48.8
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of taxes	(0.6)	(0.3)	(0.3)
Depreciation and amortization	60.8	57.0	60.1
Amortization of debt discount	2.5	2.7	0.7
Stock compensation amortization	1.9	3.6	5.6
Provision for (benefit from) deferred income taxes	13.4	(259.3)	(1.2)
Loss on early extinguishment of debt, net	11.2	9.7	5.8
Amortization of debt issuance costs	5.3	5.9	5.8
Gain on sale of certain assets			(1.7)
Pension and other post-retirement expense	5.2	9.5	27.5
Change in assets and liabilities:
Increase in trade receivables	(18.3)	(19.2)	(4.0)
Decrease in inventories	3.6	7.0	41.5
Decrease (increase) in prepaid expenses and other current assets	0.2	(7.4)	5.2
Increase (decrease) in accounts payable	5.0	20.8	(5.9)
Increase (decrease) in accrued expenses and other current liabilities	20.1	12.5	(17.2)
Pension and other post-retirement plan contributions	(31.5)	(25.8)	(24.3)
Purchases of permanent displays	(41.3)	(33.7)	(32.9)
Other, net	(2.9)	(13.1)	(4.0)
Net cash provided by operating activities	88.0	97.2	109.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(13.9)	(15.2)	(14.3)
Acquisition	(39.0)
Proceeds from the sale of certain assets	0.3	0.3	2.5
Net cash used in investing activities	(52.6)	(14.9)	(11.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft	0.2	(10.6)	6.0
Proceeds from the issuance of long-term debt, net			326.4
Payment of financing costs	(4.3)	(17.5)	(29.6)
Other financing activities	(1.4)	0.3	(0.9)
Net cash used in financing activities	(7.5)	(62.8)	(98.5)
CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:
Net cash provided by discontinued operations			0.2
Effect of exchange rate changes on cash and cash equivalents	(2.9)	2.7	2.3
Net increase in cash and cash equivalents	25.0	22.2	1.7
Cash and cash equivalents at beginning of period	76.7	54.5	52.8
Cash and cash equivalents at end of period	101.7	76.7	54.5
Cash paid during the period for:
Interest	85.0	77.3	97.9
Preferred stock dividends	6.2	6.2
Income taxes, net of refunds	20.5	16.2	14.9
Supplemental schedule of non-cash investing and financing activities:
Treasury stock received to satisfy minimum tax withholding liabilities	1.4	2.5	1.1
Redeemable preferred stock issued			48.0
Loan contributed from MacAndrews & Forbes to Revlon, Inc			(48.6)
Repayments Under The 2006 Term Loan Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Term Loan Facility		(815.0)	(18.7)
Borrowings Under The 2010 Term Loan Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Term Loan Facility		786.0
Repayments Under The 2010 Term Loan Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Term Loan Facility	(794.0)	(6.0)
Borrowings Under The 2011 Term Loan Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Term Loan Facility	796.0
Repayments Under 2011 Term Loan Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Term Loan Facility	(4.0)
Senior Secured Notes [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt			$ (381.7)

Summary Of Significant Accounting Policies	12 Months Ended
Summary Of Significant Accounting Policies	Dec. 31, 2011
Summary Of Significant Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation: Revlon, Inc. (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, Inc. is a direct and indirect majority-owned subsidiary of MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes Holdings" and, together with certain of its affiliates other than the Company, "MacAndrews & Forbes"), a corporation wholly-owned by Ronald O. Perelman. The Company's vision is glamour, excitement and innovation through high-quality products at affordable prices. The Company operates in a single segment and manufactures, markets and sells an extensive array of cosmetics, women's hair color, beauty tools, anti-perspirant deodorants, fragrances, skincare and other beauty care products. The Company's principal customers include large mass volume retailers and chain drug and food stores in the U.S., as well as certain department stores and other specialty stores, such as perfumeries, outside the U.S. The Company also sells beauty products to U.S. military exchanges and commissaries and has a licensing business pursuant to which the Company licenses certain of its key brand names to third parties for the manufacture and sale of complementary beauty-related products and accessories in exchange for royalties. Unless the context otherwise requires, all references to the Company mean Revlon, Inc. and its subsidiaries. Revlon, Inc., as a public holding company, has no business operations of its own and owns, as its only material asset, all of the outstanding capital stock of Products Corporation. As such, its net income has historically consisted predominantly of the net income of Products Corporation, and in 2011, 2010 and 2009 included $7.4 million, $7.3 million and $9.5 million, respectively, in expenses incidental to being a public holding company. The accompanying Consolidated Financial Statements include the accounts of the Company after elimination of all material intercompany balances and transactions. The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying Consolidated Financial Statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected sales returns and allowances, trade support costs, certain assumptions related to the recoverability of intangible and long-lived assets, deferred tax valuation allowances, reserves for estimated tax liabilities, restructuring costs, certain estimates and assumptions used in the calculation of the net periodic benefit costs and the projected benefit obligations for the Company's pension and other post-retirement plans, including the expected long-term return on pension plan assets and the discount rate used to value the Company's year-end pension benefit obligations. Certain prior year amounts in the Consolidated Financial Statements and Notes to Consolidated Financial Statements have been reclassified to conform to the current year's presentation. Cash and Cash Equivalents: Cash equivalents are primarily investments in high-quality, short-term money market instruments with original maturities of three months or less and are carried at cost, which approximates fair value. Cash equivalents were $4.2 million and $4.7 million as of December 31, 2011 and 2010, respectively. Accounts payable includes $1.0 million and $3.4 million of outstanding checks not yet presented for payment at December 31, 2011 and 2010, respectively. Accounts Receivable: Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at December 31, 2011 and 2010, respectively. The Company grants credit terms in the normal course of business to its customers. Trade credit is extended based upon periodically updated evaluations of each customer's ability to perform its payment obligations. The Company does not normally require collateral or other security to support credit sales. The allowance for doubtful accounts is determined based on historical experience and ongoing evaluations of the Company's receivables and evaluations of the risks of payment. The allowance for doubtful accounts is recorded against accounts receivable balances when they are deemed uncollectible. Recoveries of accounts receivable previously reserved are recorded in the consolidated statements of income when received. At December 31, 2011 and 2010, the Company's three largest customers accounted for an aggregate of approximately 35% and 31%, respectively, of outstanding accounts receivable. Inventories: Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. The Company records adjustments to the value of inventory based upon its forecasted plans to sell its inventories, as well as planned product discontinuances. The physical condition (e.g., age and quality) of the inventories is also considered in establishing the valuation. Property, Plant and Equipment and Other Assets: Property, plant and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of such assets as follows: land improvements, 20 years; buildings, 20 to 45 years; machinery and equipment, 3 to 10 years; office furniture and fixtures, 3 to 15 years; and capitalized software, 2 to 5 years. Leasehold improvements and building improvements are amortized over their estimated useful lives or the terms of the leases or remaining life of the original structure, respectively, whichever is shorter. Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements are capitalized. Long-lived assets, including fixed assets and intangibles other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest) resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. Included in other assets are permanent wall displays amounting to $53.5 million and $48.7 million as of December 31, 2011 and 2010, respectively, which are amortized generally over a period of 1 to 3 years. In the event of product discontinuances, from time to time the Company may accelerate the amortization of related permanent wall displays based on the estimated remaining useful life of the asset. Amortization expense for permanent wall displays for 2011, 2010 and 2009 was $35.2 million, $35.2 million and $40.2 million, respectively. The Company has included, in other assets, net costs related to the issuance of the Company's debt instruments amounting to $23.4 million and $29.6 million as of December 31, 2011 and 2010, respectively, which are amortized over the terms of the related debt instruments. In addition, the Company has included, in other assets, customer relationships, net, of $14.6 million as of December 31, 2011 and nil as of December 31, 2010; trademarks, net, of $13.5 million and $6.7 million as of December 31, 2011 and 2010, respectively; and patents, net, of $1.1 million and $1.0 million as of December 31, 2011 and 2010, respectively. Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values. Customer relationships are recorded at cost and amortized ratably over a weighted average period of approximately 14 years. Trademarks and patents are recorded at cost and amortized ratably over approximately 10 years. Amortization expense for customer relationships, trademarks and patents was $2.8 million for 2011 and $1.4 million for both 2010 and 2009. Goodwill: Goodwill represents the excess purchase price for businesses acquired over the fair value of assets acquired. The Company does not amortize its goodwill. The Company reviews its goodwill for impairment at least annually, or whenever events or changes in circumstances would indicate possible impairment. The Company operates in one reportable segment, which is also the only reporting unit for purposes of accounting for goodwill. Since the Company currently only has one reporting unit, all of its goodwill has been assigned to the enterprise as a whole. Goodwill is reviewed for impairment annually, using September 30th carrying values. As the Company has a negative carrying value, Managment performed an assessment of qualitative factors and concluded that it is more likely than not that a goodwill impairment does not exist. The Company did not record any impairment of goodwill during the years ended December 31, 2011, 2010 or 2009. In addition, the Company assesses potential impairments to goodwill when there is evidence that events or changes in circumstances indicate that the Company's carrying amount may not be recovered. As of December 31, 2011, there have been no significant events since the timing of the Company's annual impairment test that would have triggered additional impairment testing. The amount outstanding of goodwill, net, was $194.7 million and $182.7 million at December 31, 2011 and 2010, respectively. Accumulated amortization of goodwill aggregated $117.5 million at both December 31, 2011 and 2010, respectively. Amortization of goodwill ceased as of January 1, 2002 upon the change in accounting guidance that no longer permitted amortization of goodwill. Revenue Recognition: Sales are recognized when revenue is realized or realizable and has been earned. The Company's policy is to recognize revenue when risk of loss and title to the product transfers to the customer. Net sales are comprised of gross revenues less expected returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions and coupons. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company allows customers to return their unsold products if and when they meet certain Company-established criteria as set forth in the Company's trade terms. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon the historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales. The Company records sales returns as a reduction to sales and cost of sales, and an increase to accrued liabilities and inventories. Returned products, which are recorded as inventories, are valued based upon the amount that the Company expects to realize upon their subsequent disposition. The physical condition and marketability of the returned products are the major factors considered by the Company in estimating their realizable value. Revenues derived from licensing arrangements, including any pre-payments, are recognized in the period in which they become due and payable, but not before the initial license term commences. Cost of Sales: Cost of sales includes all of the costs to manufacture the Company's products. For products manufactured in the Company's own facilities, such costs include raw materials and supplies, direct labor and factory overhead. For products manufactured for the Company by third-party contractors, such cost represents the amounts invoiced by the contractors. Cost of sales also includes the cost of refurbishing products returned by customers that will be offered for resale and the cost of inventory write-downs associated with adjustments of held inventories to their net realizable value. These costs are reflected in the Company's statement of income when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of their recoverable value. Additionally, cost of sales reflects the costs associated with any free products included as sales and promotional incentives. These incentive costs are recognized on the later of the date that the Company recognizes the related revenue or the date on which the Company offers the incentive. Selling, General and Administrative Expenses: Selling, general and administrative expenses ("SG&A") include expenses to advertise the Company's products, such as television advertising production costs and air-time costs, print advertising costs, promotional displays and consumer promotions. SG&A also includes the amortization of permanent wall displays and intangible assets, distribution costs (such as freight and handling), non-manufacturing overhead (principally personnel and related expenses), insurance and professional fees. Advertising: Advertising within SG&A includes television, print, digital and other advertising production costs which are expensed the first time the advertising takes place. The costs of promotional displays are expensed in the period in which they are shipped to customers. Advertising expenses were $271.4 million, $265.2 million and $230.5 million for 2011, 2010 and 2009, respectively, and were included in SG&A in the Company's Consolidated Statements of Income. The Company also has various arrangements with customers pursuant to its trade terms to reimburse them for a portion of their advertising costs, which provide advertising benefits to the Company. Additionally, from time to time the Company may pay fees to customers in order to expand or maintain shelf space for its products. The costs that the Company incurs for "cooperative" advertising programs, end cap placement, shelf placement costs, slotting fees and marketing development funds, if any, are expensed as incurred and are netted against revenues on the Company's consolidated statements of income. Distribution Costs: Costs, such as freight and handling costs, associated with product distribution are expensed within SG&A when incurred. Distribution costs were $60.9 million for 2011 and $58.7 million for both 2010 and 2009. Income Taxes: Income taxes are calculated using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Research and Development: Research and development expenditures are expensed as incurred. The amounts charged against earnings in 2011, 2010 and 2009 for research and development expenditures were $23.8 million, $24.0 million and $23.9 million, respectively. Foreign Currency Translation: Assets and liabilities of foreign operations are translated into U.S. dollars at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted average exchange rates prevailing during each period presented. Gains and losses resulting from foreign currency transactions are included in the results of operations. Gains and losses resulting from translation of financial statements of foreign subsidiaries and branches operating in non-hyperinflationary economies are recorded as a component of accumulated other comprehensive loss until either the sale or upon the complete or substantially complete liquidation by the Company of its investment in a foreign entity. To the extent that foreign subsidiaries and branches operate in hyperinflationary economies, non-monetary assets and liabilities are translated at historical rates and translation adjustments are included in the results of operations. Venezuela Highly-Inflationary Economy: Effective January 1, 2010, Venezuela was designated as a highly inflationary economy under U.S. GAAP. As a result, beginning January 1, 2010, the U.S. dollar is the functional currency for the Company's subsidiary in Venezuela ("Revlon Venezuela"). Through December 31, 2009, prior to Venezuela being designated as highly inflationary, currency translation adjustments of Revlon Venezuela's balance sheet were reflected in shareholders' equity as part of Other Comprehensive Income; however, subsequent to January 1, 2010, such adjustments are reflected in earnings. Currency Devaluation: On January 8, 2010, the Venezuelan government announced the devaluation of its local currency, Venezuelan Bolivars ("Bolivars"), relative to the U.S. dollar and the official exchange rate for non-essential goods changed from 2.15 to 4.30. Throughout 2010, the Company used Venezuela's official rate to translate Revlon Venezuela's financial statements. In 2010, the devaluation had the impact of reducing the Company's reported net sales and operating income by $33.4 million and $8.4 million, respectively. Additionally, to reflect the impact of the currency devaluation, the Company recorded a one-time foreign currency loss of $2.8 million in January 2010 as a result of the required re-measurement of Revlon Venezuela's balance sheet. As Venezuela was designated as a highly inflationary economy effective January 1, 2010, this foreign currency loss was reflected in earnings in the first quarter of 2010. In December 2010, the Venezuelan government announced a further devaluation of Bolivars relative to the U.S. dollar for essential goods from 2.60 to 4.30, effective December 31, 2010. Given that the Company has immaterial transactions for essential goods, this further devaluation has not had, nor does the Company expect it to have, a material impact on the Company's results of operations or financial condition. Currency Restrictions: Currency restrictions enacted by the Venezuelan government in 2003 have become more restrictive and have impacted Revlon Venezuela's ability to obtain U.S. dollars in exchange for Bolivars at the official foreign exchange rates from the Venezuelan government and its foreign exchange commission, the Comisión de Administracion de Divisas ("CADIVI"). In May 2010, the Venezuelan government took control over the previously freely-traded foreign currency exchange market and in June 2010, replaced it with a new foreign currency exchange system, the Sistema de Transacciones en Moneda Extranjera ("SITME"). SITME provides a mechanism to exchange Bolivars into U.S. dollars. However, U.S. dollars accessed through SITME can only be used for product purchases and related services, such as freight, and are not available for other transactions, such as the payment of dividends. Also, SITME can only be used accessed for amounts of up to $50,000 per day, subject to a monthly maximum of $350,000 per legal entity, and is generally only available to the extent the applicant has not exchanged and received U.S. dollars from CADIVI within the previous 90 days. In the second quarter of 2011, the Company began using a SITME rate of 5.5 Bolivars per U.S. dollar to translate Revlon Venezuela's financial statements, as this was the rate at which the Company accessed U.S. dollars in the SITME market during this period (the "SITME Rate"). The Company had previously utilized Venezuela's official exchange rate of 4.3 Bolivars per U.S. dollar to translate Revlon Venezuela's financial statements from January 1, 2010 through March 31, 2011. Through December 31, 2011, the Company continued using the SITME Rate to translate Revlon Venezuela's financial statements. To reflect the impact of the change in exchange rates from Venezuela's official exchange rate to the SITME Rate, the Company recorded a foreign currency loss of $1.7 million in the second quarter of 2011. As Venezuela was designated as a highly inflationary economy effective January 1, 2010, the Company reflected this foreign currency loss in earnings for the year ended December 31, 2011. For the year ended December 31, 2011, the change in the exchange rates in Venezuela unfavorably impacted the Company's consolidated net sales by $4.6 million. The impact on the Company's consolidated operating income for the year ended December 31, 2011 was de minimis. Basic and Diluted Income per Common Share and Classes of Stock: Shares used in basic income per share are computed using the weighted average number of common shares outstanding each period. Shares used in diluted income per share include the dilutive effect of unvested restricted shares and outstanding stock options under the Stock Plan using the treasury stock method. (See Note 13, "Basic and Diluted Earnings Per Common Share"). Stock-Based Compensation: The Company recognizes stock-based compensation costs for its stock options and restricted stock, measured at the fair value of each award at the time of grant, as an expense over the vesting period of the instrument. Upon the exercise of stock options or the vesting of restricted stock, any resulting tax benefits are recognized in additional paid-in-capital. Any resulting tax deficiencies are recognized in the consolidated statement of income as tax expense to the extent that the tax deficiency amount exceeds any existing additional paid-in-capital resulting from previously realized excess tax benefits from previous awards. The Company reflects such excess tax benefits as cash flows from financing activities in the consolidated statements of cash flows. Derivative Financial Instruments: The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative financial instruments are foreign currency exchange rate risk and interest rate risk. The Company uses derivative financial instruments, primarily (1) foreign currency forward exchange contracts ("FX Contracts") intended for the purpose of managing foreign currency exchange risk by reducing the effects of fluctuations in foreign currency exchange rates on the Company's net cash flows and (2) interest rate hedging transactions intended for the purpose of managing interest rate risk associated with Products Corporation's variable rate indebtedness. Foreign Currency Forward Exchange Contracts Products Corporation enters into FX Contracts primarily to hedge the anticipated net cash flows resulting from inventory purchases and intercompany payments denominated in currencies other than the local currencies of the Company's foreign and domestic operations and generally have maturities of less than one year. The Company does not apply hedge accounting to its FX Contracts. The Company records FX Contracts in its consolidated balance sheet at fair value and changes in fair value are immediately recognized in earnings. Fair value of the Company's FX Contracts is determined by using observable market transactions of spot and forward rates. Interest Rate Swap Products Corporation's 2008 Interest Rate Swap (as hereinafter defined) expired in April 2010. At December 31, 2011, the Company did not have any outstanding interest rate swaps. Recently Adopted Accounting Pronouncements: In December 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-28, "When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts", which amends Accounting Standards Codification ("ASC") Topic 350, "Intangibles - Goodwill and Other" ("ASU 2010-28"). ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For such reporting units, Step 2 of the goodwill impairment test is required if qualitative factors exist that indicate it is more likely than not that a goodwill impairment exists. The provisions of ASU 2010-28 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. In September 2011, the FASB issued ASU No. 2011-08, "Intangibles-Goodwill and Other: Testing Goodwill for Impairment", which amends the qualitative factor examples in ASC 350 and permits an entity to elect the option to assess qualitative factors to determine whether it is necessary to perform the first step in the two-step impairment testing process. ASU No. 2011-08 is effective for annual reporting periods beginning after December 15, 2011, with early adoption permitted. The Company adopted the provisions of ASU 2010-28 and ASU No. 2011-08 in 2011 and such adoption did not have a material impact on the Company's results of operations, financial condition or its disclosures. Recent Accounting Pronouncements: In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards" ("IFRS"), which amends ASC 820, "Fair Value Measurement". ASU No. 2011-04 modifies ASC 820 to include disclosure of all transfers between Level 1 and Level 2 asset and liability fair value categories. In addition, ASU No. 2011-04 provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. ASU No. 2011-04 requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. ASU No. 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011, with early adoption prohibited. The Company does not expect such adoption will have a material impact on its results of operations, financial condition or disclosures. In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". ASU No. 2011-05 eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Under ASU No. 2011-05, an entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. ASU No. 2011-05 is effective for publicly traded companies as of the beginning of a fiscal year that begins after December 15, 2011 and interim and annual periods thereafter. Early adoption of ASU No. 2011-05 is permitted, but full retrospective application is required. As the Company reports comprehensive income within its Statement of Stockholders' Deficiency and Comprehensive Income, the adoption of ASU No. 2011-05 will impact the presentation of the Company's consolidated financial statements beginning in the first quarter of 2012. Recent Events Fire at Revlon Venezuela Facility On June 5, 2011, the Company's facility in Venezuela was destroyed by fire. For the year ended December 31, 2011 and 2010, Revlon Venezuela had net sales of approximately 2% and 3%, respectively, of the Company's consolidated net sales. At December 31, 2011 and 2010, total assets of Revlon Venezuela were approximately 2% and 3%, respectively, of the Company's total assets. Historically, approximately 50% of Revlon Venezuela's net sales were comprised of products imported from the Company's Oxford, North Carolina facility and approximately 50% were comprised of locally manufactured products. Revlon Venezuela did not have any net sales from the date of the fire until August 12, 2011. The Company's net sales in Venezuela since August 12, 2011 have been solely comprised of products imported from the Company's Oxford, North Carolina facility and the Company estimates the lost net sales to be approximately $15 million for 2011. The Company maintains comprehensive property insurance, as well as business interruption insurance. Business interruption insurance is intended to reimburse for lost profits and other costs incurred, which are attributable to the loss, during the loss period, subject to the terms and conditions of the applicable policies. In June 2011, the Company recorded a $4.9 million impairment loss related to Revlon Venezuela's net book value of inventory, property, plant and equipment destroyed by the fire and in the period from June 2011 through December 31, 2011, the Company incurred business interruption losses of $9.7 million related to the fire. The business interruption losses incurred in 2011 include estimated profits lost as a result of the interruption of Revlon Venezuela's business and costs incurred directly related to the fire. The business interruption losses incurred in 2011 are not indicative of future business interruption losses for insurance purposes or future expected profits for Revlon Venezuela. During 2011, the Company received $19.7 million in interim advances from its insurance carrier in connection with the fire. During 2011, the Company recognized $14.6 million of income from insurance recoveries, which entirely offset the impairment loss and business interruption losses noted above. The income from insurance recoveries is included within selling, general and administrative expenses in the Company's Statements of Income for the year ended December 31, 2011. The deferred balance of $5.1 million was recorded as deferred income, which is included in accrued expenses and other in the Company's Consolidated Balance Sheet as of December 31, 2011. An assessment of the extent of damage and the impact on Revlon Venezuela's business is ongoing, and therefore the final amount and timing of the ultimate insurance recovery is currently unknown.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Business Acquisition

12 Months Ended

Dec. 31, 2011

Business Acquisition [Abstract]

Business Acquisition

2. BUSINESS ACQUISITION

On March 17, 2011, the Company acquired certain assets, including trademarks and other intellectual property, inventory, certain receivables and manufacturing equipment, related to Sinful Colors cosmetics, Wild and Crazy cosmetics, freshMinerals cosmetics and freshcover cosmetics, which products are sold principally in the U.S. mass retail channel (the "Sinful Colors Acquisition"). The Company also assumed certain liabilities of the acquired business. The Company paid $39.0 million of total consideration for the Sinful Colors Acquisition in cash, which included the $38.0 million purchase price and a $1.0 million adjustment based on working capital at closing. The results of operations related to the Sinful Colors Acquisition are included in the Company's consolidated financial statements commencing on the date of acquisition. Pro forma results of operations have not been presented, as the impact on the Company's consolidated financial results would not have been material.

The Company accounted for the Sinful Colors Acquisition as a business combination during the first quarter of 2011 and, accordingly, the total consideration of $39.0 million has been allocated to the net assets acquired based on their respective estimated fair values at March 17, 2011 as follows:


Recognized amounts of assets acquired and liabilities assumed:
Trade receivables	$	2.7
Inventories		3.3
Property, plant and equipment, net		0.4
Intangible assets		22.8
Accounts payable		(0.9	)
Accrued expenses and other		(1.4	)

Fair value of net assets acquired		26.9
Goodwill		12.1

Total consideration	$	39.0

The allocation of the total consideration of $39.0 million includes intangible assets of $22.8 million and goodwill of $12.1 million, all of which is expected to be deductible for income tax purposes. The intangible assets acquired by major asset category are as follows:


	Fair Values at March 17, 2011		Weighted Average Useful Life (in years)
Trademarks and Trade Names	$	7.3		10
Customer Relationships		15.5		14

Total	$	22.8		13

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

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-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 88-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141

-Paragraph 51, 52

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

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-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Appendix F

-Paragraph F4

-Subparagraph e

Reference 14: http://www.xbrl.org/2003/role/presentationRef

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-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 67-73

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Restructuring Costs And Other, Net

12 Months Ended

Dec. 31, 2011

Restructuring Costs And Other, Net [Abstract]

Restructuring Costs And Other, Net

3. RESTRUCTURING COSTS AND OTHER, NET

In May 2009, the Company announced a worldwide restructuring (the "May 2009 Program"), which involved consolidating certain functions; reducing layers of management, where appropriate, to increase accountability and effectiveness; streamlining support functions to reflect the new organizational structure; and further consolidating the Company's office facilities in New Jersey.

During 2009, the Company recorded charges of $21.3 million in restructuring costs and other, net, which were comprised of:

•

a $20.8 million charge related to the May 2009 Program;

•

$1.3 million of charges related to employee severance and other employee-related termination costs related to restructuring actions in the U.K., Mexico and Argentina announced in the first quarter of 2009 (together with the May 2009 Program, the "2009 Programs"); and

•

a $0.8 million charge related to restructuring programs implemented in 2008;

with the foregoing partially offset by

•

income of $1.6 million related to the sale of a facility in Argentina in the first quarter of 2009.

During 2010, the Company recorded a $0.3 million adjustment to restructuring costs and other, net, to reflect lower than originally anticipated expenses associated with the May 2009 Program.

The $20.5 million of net charges related to the May 2009 Program has been or is expected to be paid out as follows: $11.0 million paid in 2009, $6.9 million paid in 2010, $1.6 million paid in 2011, and the balance of $1.0 million to be paid thereafter.

Details of the activity described above during 2011, 2010 and 2009 are as follows:


	Balance Beginning of Year		(Income) Expenses, Net			Utilized, Net							Balance End of Year
	Balance Beginning of Year		(Income) Expenses, Net			Cash			Noncash				Balance End of Year
2011
Employee severance and other personnel benefits:
2009 Programs	$	1.0	$	-		$	(1.0	)	$	-			$	-
Lease exit		1.6		-			(0.6	)		-				1.0

Total restructuring costs and other, net	$	2.6	$	-		$	(1.6	)	$	-			$	1.0


2010
Employee severance and other personnel benefits:
2008 Programs	$	0.3	$	-		$	(0.3	)	$	-			$	-
2009 Programs		7.6		(0.2	)		(6.4	)		-				1.0

		7.9		(0.2	)		(6.7	)		-				1.0
Lease exit		2.3		(0.1	)		(0.6	)		-				1.6

Total restructuring costs and other, net	$	10.2	$	(0.3	)	$	(7.3	)	$	-			$	2.6

2009
Employee severance and other personnel benefits:
2006 Programs	$	0.3	$	-		$	(0.3	)	$-		$	-
2007 Programs		0.1		-			(0.1	)	-			-
2008 Programs		3.0		0.8			(3.5	)	-			0.3
2009 Programs		-		19.5			(11.9	)	-			7.6

		3.4		20.3			(15.8	)	-			7.9
Leases and equipment write-offs		-		2.6			(0.3	)	-			2.3

Total restructuring accrual	$	3.4		22.9		$	(16.1	)	$-		$	10.2

Gain on sale of Argentina facility				(1.6	)

Total restructuring costs and other, net			$	21.3

As of December 31, 2011, 2010 and 2009, the unpaid balance of the restructuring costs and other was included in "Accrued expenses and other" and "Other long-term liabilities" in the Company's Consolidated Balance Sheets. The remaining balance at December 31, 2011 is $1.0 million, of which $0.6 million is expected to be paid by the end of 2012 and the balance of $0.4 million is expected to be paid thereafter.

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References+ Details

Inventories

12 Months Ended

Dec. 31, 2011

Inventories [Abstract]

Inventories

4. INVENTORIES


	December 31,
	2011		2010
Raw materials and supplies	$	37.9	$	39.7
Work-in-process		8.1		9.9
Finished goods		65.0		65.4

	$	111.0	$	115.0

- Definition

The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income.

+ References+ Details

Property, Plant And Equipment, Net

12 Months Ended

Dec. 31, 2011

Property, Plant And Equipment, Net [Abstract]

Property, Plant And Equipment, Net

6. PROPERTY, PLANT AND EQUIPMENT, NET


	December 31,
	2011			2010
Land and improvements	$	1.9		$	1.9
Building and improvements		63.1			63.5
Machinery, equipment and capital leases		139.7			136.8
Office furniture, fixtures and capitalized software		82.0			79.7
Leasehold improvements		12.3			11.9
Construction-in-progress		10.5			7.2

		309.5			301.0
Accumulated depreciation		(210.6	)		(194.8	)

	$	98.9		$	106.2

Depreciation expense for the years ended December 31, 2011, 2010 and 2009 was $21.5 million, $19.5 million and $17.5 million, respectively.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Accrued Expenses And Other

12 Months Ended

Dec. 31, 2011

Accrued Expenses And Other [Abstract]

Accrued Expenses And Other

7. ACCRUED EXPENSES AND OTHER


	December 31,
	2011		2010
Sales returns and allowances	$	85.4	$	76.2
Advertising and promotional costs		32.2		25.3
Compensation and related benefits		52.0		51.8
Interest		16.5		19.2
Taxes		15.6		18.7
Restructuring costs		0.6		1.6
Derivative financial instruments		0.8		2.1
Other		28.6		23.6

	$	231.7	$	218.5

Short-Term Borrowings	12 Months Ended
Short-Term Borrowings	Dec. 31, 2011
Short-Term Borrowings [Abstract]
Short-Term Borrowings	8. SHORT-TERM BORROWINGS Products Corporation had outstanding short-term bank borrowings (excluding borrowings under the 2010 Credit Agreements in 2010 and 2011 and under the 2011 Credit Agreements in 2011, which are reflected in Note 9, "Long-Term Debt and Redeemable Preferred Stock"), aggregating $5.9 million and $3.7 million at December 31, 2011 and 2010, respectively. The weighted average interest rate on these short-term borrowings outstanding at December 31, 2011 and 2010 was 6.0% and 5.9%, respectively.

- Definition

The entire disclosure for short-term debt.

+ References+ Details

Long-Term Debt And Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2011

Long-Term Debt And Redeemable Preferred Stock [Abstract]

Long-Term Debt And Redeemable Preferred Stock

9. LONG-TERM DEBT AND REDEEMABLE PREFERRED STOCK


	December 31,
	2011		2010
2011 Term Loan Facility due 2017, net of discounts (See (a) below)	$	787.6	$	-
2010 Term Loan Facility due 2015, net of discounts (See (b) below)		-		782.0
2011 Revolving Credit Facility due 2016 (See (a) below)		-		-
2010 Revolving Credit Facility due 2014 (See (b) below)		-		-
9³/4% Senior Secured Notes due 2015, net of discounts (See (c) below)		327.4		326.9
Senior Subordinated Term Loan due 2014 (See (d) below)		58.4		58.4

		1,173.4		1,167.3
Less current portion		(8.0)		(8.0)

		1,165.4		1,159.3

Redeemable Preferred Stock (See (e) below)		48.4		48.1

	$	1,213.8	$	1,207.4

The Company completed several debt reduction transactions during 2011 and 2010.

2011 Transactions

Refinancings of the 2010 Term Loan and 2010 Revolving Credit Facilities: During 2011, Products Corporation consummated the 2011 Refinancings (as hereinafter defined), reducing interest rates and extending maturities, consisting of the following transactions:

•

In May 2011, Products Corporation consummated a refinancing of the 2010 Term Loan Facility (the "2011 Term Loan Facility Refinancing"), which included replacing Products Corporation's 2010 bank term loan facility, which was scheduled to mature on March 11, 2015 and had $794.0 million aggregate principal amount outstanding at December 31, 2010 (the "2010 Term Loan Facility"), with a 6.5-year, $800.0 million term loan facility due November 19, 2017 (the "2011 Term Loan Facility") under a third amended and restated term loan agreement dated May 19, 2011 (the "2011 Term Loan Agreement"), among Products Corporation, as borrower, Citigroup Global Markets Inc. ("CGMI"), J.P. Morgan Securities LLC ("JPM Securities"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and Wells Fargo Securities, LLC ("WFS"), as the joint lead arrangers; CGMI, JPM Securities, Merrill Lynch, Credit Suisse, WFS and Natixis, New York Branch ("Natixis"), as joint bookrunners; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as co-syndication agents; Credit Suisse, Wells Fargo Bank, N.A. and Natixis, as co-documentation agents; and Citicorp USA, Inc. ("CUSA") as administrative agent and collateral agent.

Products Corporation used $796 million of proceeds from the 2011 Term Loan Facility, which was drawn in full on the May 19, 2011 closing date and issued to lenders at 99.5% of par, to repay in full the $792.0 million of then outstanding indebtedness under its 2010 Term Loan Facility and to pay approximately $2 million of accrued interest. The Company incurred $3.6 million of fees in connection with consummating the 2011 Term Loan Facility Refinancing, of which $1.9 million was capitalized.

•

In June 2011, Products Corporation consummated a refinancing of the 2010 Revolving Credit Facility (the "2011 Revolving Credit Facility Refinancing" and together with the 2011 Term Loan Facility Refinancing, the "2011 Refinancings"), which included refinancing Products Corporation's 2010 revolving credit facility, which was scheduled to mature on March 11, 2014 and had nil outstanding borrowings at December 31, 2010 (the "2010 Revolving Credit Facility"), with a 5-year, $140.0 million asset-based, multi-currency revolving credit facility due June 16, 2016 (the "2011 Revolving Credit Facility") under a third amended and restated revolving credit agreement dated June 16, 2011 (the "2011 Revolving Credit Agreement" and together with the 2011 Term Loan Agreement, the "2011 Credit Agreements"), among Products Corporation and certain of its foreign subsidiaries, as borrowers, and CGMI and Wells Fargo Capital Finance, LLC ("WFCF"), as the joint lead arrangers; CGMI, WFCF, Merrill Lynch, JPMorgan Securities and Credit Suisse, as joint bookrunners; and CUSA as administrative agent and collateral agent.

Products Corporation incurred $0.7 million of fees in connection with consummating the 2011 Revolving Credit Facility Refinancing, all of which were capitalized.

As a result of the 2011 Refinancings, the Company recognized a loss on the early extinguishment of debt of $11.2 million during 2011, due to $1.7 million of fees which were expensed as incurred in connection with the 2011 Refinancings, as well as the write-off of $9.5 million of unamortized debt discount and deferred financing fees as a result of such refinancings.

2010 Transactions

Refinancing of the 2006 Term Loan and Revolving Credit Facilities

In March 2010, Products Corporation consummated a credit agreement refinancing (the "2010 Refinancing") consisting of the following transactions:

•

The 2010 Refinancing included refinancing Products Corporation's 2006 term loan facility, which was scheduled to mature on January 15, 2012 and had $815.0 million aggregate principal amount outstanding at December 31, 2009 (the "2006 Term Loan Facility"), with a 5-year, $800.0 million term loan facility due March 11, 2015 (the "2010 Term Loan Facility") under a second amended and restated term loan agreement dated March 11, 2010 (the "2010 Term Loan Agreement"), among Products Corporation, as borrower, the lenders party thereto, CGMI, JPM Securities, Banc of America Securities LLC ("BAS") and Credit Suisse, as joint lead arrangers; CGMI, JPM Securities, BAS, Credit Suisse and Natixis, as joint bookrunners; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as co-syndication agents; Credit Suisse and Natixis as co-documentation agents; and CUSA, as administrative agent and collateral agent.

•

The 2010 Refinancing also included refinancing Products Corporation's 2006 revolving credit facility, which was scheduled to mature on January 15, 2012 and had nil outstanding borrowings at December 31, 2009 (the "2006 Revolving Credit Facility" and together with the 2006 Term Loan Facility, the "2006 Credit Facilities" and such agreements, the "2006 Credit Agreements"), with a 4-year, $140.0 million asset-based, multi-currency revolving credit facility due March 11, 2014 (the "2010 Revolving Credit Facility" and, together with the 2010 Term Loan Facility, the "2010 Credit Facilities") under a second amended and restated revolving credit agreement dated March 11, 2010 (the "2010 Revolving Credit Agreement" and, together with the 2010 Term Loan Agreement, the "2010 Credit Agreements"), among Products Corporation, as borrower, the lenders party thereto, CGMI and WFS, as joint lead arrangers; CGMI, WFS, BAS, JPM Securities and Credit Suisse, as joint bookrunners, and CUSA, as administrative agent and collateral agent.

•

Products Corporation used the approximately $786 million of proceeds from the 2010 Term Loan Facility, which was drawn in full on the March 11, 2010 closing date and issued to lenders at 98.25% of par, plus approximately $31 million of available cash and approximately $20 million then drawn on the 2010 Revolving Credit Facility to repay in full the $815.0 million of outstanding indebtedness under its 2006 Term Loan Facility and to pay approximately $7 million of accrued interest and approximately $15 million of fees and expenses incurred in connection with consummating the 2010 Refinancing, of which approximately $9 million was capitalized.

(a) 2011 Credit Agreements

2011 Revolving Credit Facility

The following is a summary description of the 2011 Revolving Credit Facility. Unless otherwise indicated, capitalized terms have the meanings given to them in the 2011 Revolving Credit Agreement. This description is subject to a number of qualifications and exceptions which are specified in the 2011 Revolving Credit Agreement.

Availability under the 2011 Revolving Credit Facility varies based on a borrowing base that is determined by the value of eligible accounts receivable and eligible inventory in the U.S. and the U.K. and eligible real property and equipment in the U.S. from time to time.

In each case subject to borrowing base availability, the 2011 Revolving Credit Facility is available to:

(i)

Products Corporation in revolving credit loans denominated in U.S. dollars;

(ii)

Products Corporation in swing line loans denominated in U.S. dollars up to $30.0 million;

(iii)

Products Corporation in standby and commercial letters of credit denominated in U.S. dollars and other currencies up to $60.0 million; and

(iv)

Products Corporation and certain of its international subsidiaries designated from time to time in revolving credit loans and bankers' acceptances denominated in U.S. dollars and other currencies.

If the value of the eligible assets is not sufficient to support the $140.0 million borrowing base under the 2011 Revolving Credit Facility, Products Corporation will not have full access to the 2011 Revolving Credit Facility. Products Corporation's ability to borrow under the 2011 Revolving Credit Facility is also conditioned upon the satisfaction of certain conditions precedent and Products Corporation's compliance with other covenants in the 2011 Revolving Credit Agreement.

Under the 2011 Revolving Credit Facility, borrowings (other than loans in foreign currencies) bear interest, if made as Eurodollar Loans, at the Eurodollar Rate, plus the applicable margin set forth in the grid below and, if made as Alternate Base Rate loans, at the Alternate Base Rate, plus the applicable margin set forth in the grid below:


Excess Availability	Alternate Base Rate Loans			Eurodollar Loans, Eurocurrency Loans or Local Rate Loans
Greater than or equal to $92,000,000		1.00	%		2.00	%
Less than $92,000,000 but greater than or equal to $46,000,000		1.25	%		2.25	%
Less than $46,000,000		1.50	%		2.50	%

Local Loans bear interest, if mutually acceptable to Products Corporation and the relevant foreign lenders, at the Local Rate, and otherwise (i) if in foreign currencies or in U.S. dollars at the Eurodollar Rate or the Eurocurrency Rate plus the applicable margin set forth in the grid above or (ii) if in U.S. dollars at the Alternate Base Rate plus the applicable margin set forth in the grid above.

Prior to the termination date of the 2011 Revolving Credit Facility, revolving loans are required to be prepaid (without any permanent reduction in commitment) with:

(i)

the net cash proceeds from sales of Revolving Credit First Lien Collateral by Products Corporation or any of its subsidiary guarantors (other than dispositions in the ordinary course of business and certain other exceptions); and

(ii)

the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain additional debt, to the extent there remains any such proceeds after satisfying Products Corporation's repayment obligations under the 2011 Term Loan Facility.

Products Corporation pays to the lenders under the 2011 Revolving Credit Facility a commitment fee of 0.375% of the average daily unused portion of the 2011 Revolving Credit Facility, which fee is payable quarterly in arrears. Under the 2011 Revolving Credit Facility, Products Corporation also pays:

(i)

to foreign lenders, a fronting fee of 0.25% per annum on the aggregate principal amount of specified Local Loans (which fee is retained by foreign lenders out of the portion of the Applicable Margin payable to such foreign lender);

(ii)

to foreign lenders, an administrative fee of 0.25% per annum on the aggregate principal amount of specified Local Loans;

(iii)

to the multi-currency lenders, a letter of credit commission equal to the product of (a) the Applicable Margin for revolving credit loans that are Eurodollar Rate loans (adjusted for the term that the letter of credit is outstanding) and (b) the aggregate undrawn face amount of letters of credit; and

(iv)

to the issuing lender, a letter of credit fronting fee of 0.25% per annum of the aggregate undrawn face amount of letters of credit, which fee is a portion of the Applicable Margin.

Under certain circumstances, Products Corporation has the right to request that the 2011 Revolving Credit Facility be increased by up to $60.0 million, provided that the lenders are not committed to provide any such increase.

Under certain circumstances, if and when the difference between (i) the borrowing base under the 2011 Revolving Credit Facility and (ii) the amounts outstanding under the 2011 Revolving Credit Facility is less than $20.0 million for a period of two consecutive days or more, and until such difference is equal to or greater than $20.0 million for a period of 30 consecutive business days, the 2011 Revolving Credit Facility requires Products Corporation to maintain a consolidated fixed charge coverage ratio (the ratio of EBITDA minus Capital Expenditures to Cash Interest Expense for such period) of a minimum of 1.0 to 1.0.

The 2011 Revolving Credit Facility matures on June 16, 2016; provided, however, it will mature on August 15, 2015, if Products Corporation's 9³/4% Senior Secured Notes have not been refinanced, redeemed, repurchased, defeased or repaid in full on or before such date.

2011 Term Loan Facility

The following is a summary description of the 2011 Term Loan Facility. Unless otherwise indicated, capitalized terms have the meanings given to them in the 2011 Term Loan Agreement. This description is subject to a number of qualifications and exceptions which are specified in the 2011 Term Loan Agreement.

Under the 2011 Term Loan Facility, Eurodollar Loans bear interest at the Eurodollar Rate plus 3.50% per annum (with the Eurodollar Rate not to be less than 1.25%) and Alternate Base Rate loans bear interest at the Alternate Base Rate plus 2.50% (with the Alternate Base Rate not to be less than 2.25%).

Prior to the November 2017 termination date of the 2011 Term Loan Facility, on September 30, December 31, March 31 and June 30 of each year (commencing September 30, 2011), Products Corporation is required to repay $2 million of the principal amount of the term loans outstanding under the 2011 Term Loan Facility on each respective date. In addition, the term loans under the 2011 Term Loan Facility are required to be prepaid with:

(i) the net cash proceeds in excess of $10 million for each 12-month period ending on March 31 received during such period from sales of Term Loan First Lien Collateral by Products Corporation or any of its subsidiary guarantors with carryover of unused annual basket amounts up to a maximum of $25 million and with respect to certain specified dispositions, up to an additional $25 million in the aggregate (subject to a reinvestment right for 365 days, or 545 days if Products Corporation has within such 365-day period entered into a legally binding commitment to invest such funds);

(ii) the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain additional debt; and

(iii) 50% of Products Corporation's "excess cash flow", commencing with excess cash flow for the 2012 fiscal year payable in the first 100 days of 2013, which prepayments are applied to reduce Products Corporation's future regularly scheduled term loan amortization payments in the direct order of maturities.

The 2011 Term Loan Facility contains a financial covenant limiting Products Corporation's first lien senior secured leverage ratio (the ratio of Products Corporation's Senior Secured Debt that has a lien on the collateral which secures the 2011 Term Loan Facility that is not junior or subordinated to the liens securing the 2011 Term Loan Facility (excluding debt outstanding under the 2011 Revolving Credit Facility) to EBITDA), to no more than 4.0 to 1.0 for each period of four consecutive fiscal quarters ending during the period from June 30, 2011 to the November 2017 maturity date of the 2011 Term Loan Facility.

Under certain circumstances, Products Corporation has the right to request the 2011 Term Loan Facility to be increased by up to $300 million, provided that the lenders are not committed to provide any such increase.

The 2011 Term Loan Facility matures on November 19, 2017; provided, however, it will mature on August 15, 2015, if Products Corporation's 9³/4% Senior Secured Notes have not been refinanced, redeemed, repurchased, defeased or repaid in full on or before such date.

Provisions Applicable to the 2011 Revolving Credit Facility and the 2011 Term Loan Facility

The 2011 Revolving Credit Facility and 2011 Term Loan Facility (herein referred to as the "2011 Credit Facilities") are supported by, among other things, guarantees from Revlon, Inc. and, subject to certain limited exceptions, Products Corporation's domestic subsidiaries. The obligations of Products Corporation under the 2011 Credit Facilities and the obligations under such guarantees are secured by, subject to certain limited exceptions, substantially all of the assets of Products Corporation and the guarantors, including:

(i) a mortgage on owned real property, including Products Corporation's facility in Oxford, North Carolina;

(ii) the capital stock of Products Corporation and the subsidiary guarantors and 66% of the voting capital stock and 100% of the non-voting capital stock of Products Corporation's and the subsidiary guarantors' first-tier, non-U.S. subsidiaries;

(iii) intellectual property and other intangible property of Products Corporation and the subsidiary guarantors; and

(iv) inventory, accounts receivable, equipment, investment property and deposit accounts of Products Corporation and the subsidiary guarantors.

The liens on, among other things, inventory, accounts receivable, deposit accounts, investment property (other than the capital stock of Products Corporation and its subsidiaries), real property, equipment, fixtures and certain intangible property (the "Revolving Credit First Lien Collateral") secure the 2011 Revolving Credit Facility on a first priority basis, the 2011 Term Loan Facility on a second priority basis and Products Corporation's 9³/4% Senior Secured Notes and the related guarantees on a third priority basis. The liens on the capital stock of Products Corporation and its subsidiaries and intellectual property and certain other intangible property (the "Term Loan First Lien Collateral") secure the 2011 Term Loan Facility on a first priority basis and the 2011 Revolving Credit Facility and the 9³/4% Senior Secured Notes and the related guarantees on a second priority basis. Such arrangements are set forth in the Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of March 11, 2010, by and among Products Corporation and CUSA, as administrative agent and as collateral agent for the benefit of the secured parties for the 2011 Term Loan Facility, 2011 Revolving Credit Facility and the 9³/4% Senior Secured Notes (the "2010 Intercreditor Agreement"). The 2010 Intercreditor Agreement also provides that the liens referred to above may be shared from time to time, subject to certain limitations, with specified types of other obligations incurred or guaranteed by Products Corporation, such as foreign exchange and interest rate hedging obligations and foreign working capital lines.

The 2011 Credit Facilities contain various restrictive covenants prohibiting Products Corporation and its subsidiaries from:

(i) incurring additional indebtedness or guarantees, with certain exceptions;

(ii) making dividend and other payments or loans to Revlon, Inc. or other affiliates, with certain exceptions, including among others:

(a) exceptions permitting Products Corporation to pay dividends or make other payments to Revlon, Inc. to enable it to, among other things, pay expenses incidental to being a public holding company, including, among other things, professional fees such as legal, accounting and insurance fees, regulatory fees, such as SEC filing fees and NYSE listing fees, and other expenses related to being a public holding company;

(b) subject to certain circumstances, to finance the purchase by Revlon, Inc. of its Class A Common Stock in connection with the delivery of such Class A Common Stock to grantees under the Third Amended and Restated Revlon, Inc. Stock Plan and/or the payment of withholding taxes in connection with the vesting of restricted stock awards under such plan;

(c) subject to certain limitations, to pay dividends or make other payments to finance the purchase, redemption or other retirement for value by Revlon, Inc. of stock or other equity interests or equivalents in Revlon, Inc. held by any current or former director, employee or consultant in his or her capacity as such; and

(d) subject to certain limitations, to make other restricted payments to affiliates of Products Corporation in an amount up to $10 million per year (plus $10 million for each calendar year commencing with 2011), other restricted payments in an aggregate amount not to exceed $35 million and other restricted payments based upon certain financial tests.

(iii) creating liens or other encumbrances on Products Corporation's or its subsidiaries' assets or revenues, granting negative pledges or selling or transferring any of Products Corporation's or its subsidiaries' assets, all subject to certain limited exceptions;

(iv) with certain exceptions, engaging in merger or acquisition transactions;

(v) prepaying indebtedness and modifying the terms of certain indebtedness and specified material contractual obligations, subject to certain exceptions;

(vi) making investments, subject to certain exceptions; and

(vii) entering into transactions with affiliates of Products Corporation involving aggregate payments or consideration in excess of $10 million other than upon terms that are not materially less favorable when taken as a whole to Products Corporation or its subsidiaries as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's length dealings with an unrelated third person and where such payments or consideration exceed $20 million, unless such transaction has been approved by all of the independent directors of Products Corporation, subject to certain exceptions.

The events of default under the 2011 Credit Facilities include customary events of default for such types of agreements, including, among others:

(i) nonpayment of any principal, interest or other fees when due, subject in the case of interest and fees to a grace period;

(ii) non-compliance with the covenants in such 2011 Credit Facilities or the ancillary security documents, subject in certain instances to grace periods;

(iii) the institution of any bankruptcy, insolvency or similar proceedings by or against Products Corporation, any of Products Corporation's subsidiaries or Revlon, Inc., subject in certain instances to grace periods;

(iv) default by Revlon, Inc. or any of its subsidiaries (A) in the payment of certain indebtedness when due (whether at maturity or by acceleration) in excess of $25.0 million in aggregate principal amount or (B) in the observance or performance of any other agreement or condition relating to such debt, provided that the amount of debt involved is in excess of $25.0 million in aggregate principal amount, or the occurrence of any other event, the effect of which default referred to in this subclause (iv) is to cause or permit the holders of such debt to cause the acceleration of payment of such debt;

(v) in the case of the 2011 Term Loan Facility, a cross default under the 2011 Revolving Credit Facility, and in the case of the 2011 Revolving Credit Facility, a cross default under the 2011 Term Loan Facility;

(vi) the failure by Products Corporation, certain of Products Corporation's subsidiaries or Revlon, Inc. to pay certain material judgments;

(vii) a change of control such that (A) Revlon, Inc. shall cease to be the beneficial and record owner of 100% of Products Corporation's capital stock, (B) Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall cease to "control" Products Corporation, and any other person or group of persons owns, directly or indirectly, more than 35% of the total voting power of Products Corporation, (C) any person or group of persons other than Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall "control" Products Corporation or (D) during any period of two consecutive years, the directors serving on Products Corporation's Board of Directors at the beginning of such period (or other directors nominated by at least a majority of such continuing directors) shall cease to be a majority of the directors;

(viii) Revlon, Inc. shall have any meaningful assets or indebtedness or shall conduct any meaningful business other than its ownership of Products Corporation and such activities as are customary for a publicly-traded holding company which is not itself an operating company, in each case subject to limited exceptions; and

(ix) the failure of certain of Products Corporation's affiliates which hold Products Corporation's or its subsidiaries' indebtedness to be party to a valid and enforceable agreement prohibiting such affiliate from demanding or retaining payments in respect of such indebtedness, subject to certain exceptions, including as to Products Corporation's Senior Subordinated Term Loan.

If Products Corporation is in default under the senior secured leverage ratio under the 2011 Term Loan Facility or the consolidated fixed charge coverage ratio under the 2011 Revolving Credit Agreement, Products Corporation may cure such default by issuing certain equity securities to, or receiving capital contributions from, Revlon, Inc. and applying such cash which is deemed to increase EBITDA for the purpose of calculating the applicable ratio. Products Corporation may exercise this cure right two times in any four-quarter period.

Products Corporation was in compliance with all applicable covenants under the 2011 Term Loan Agreement and 2011 Revolving Credit Agreement upon closing the respective 2011 Refinancings and as of December 31, 2011. At December 31, 2011, the aggregate principal amount outstanding under the 2011 Term Loan Facility was $796 million and availability under the $140.0 million 2011 Revolving Credit Facility, based upon the calculated borrowing base less $11.1 million of outstanding undrawn letters of credit and nil then drawn on the 2011 Revolving Credit Facility, was $127.3 million.

(b) 2010 Credit Agreements

Products Corporation was in compliance with all applicable covenants under the 2010 Credit Agreements as of December 31, 2010. At December 31, 2010, the aggregate principal amount outstanding under the 2010 Term Loan Facility was $794.0 million and availability under the $140.0 million 2010 Revolving Credit Facility, based upon the calculated borrowing base less $21.2 million of outstanding undrawn letters of credit and nil then drawn on the 2010 Revolving Credit Facility, was $111.7 million.

(c) 9³/4% Senior Secured Notes due 2015

In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of the 9³/4% Senior Secured Notes due November 15, 2015 (the "9³/4% Senior Secured Notes") in a private placement which was priced at 98.9% of par, receiving net proceeds (net of original issue discount and underwriters fees) of $319.8 million. Including the amortization of the original issue discount, the effective interest rate on the 9³/4% Senior Secured Notes is 10%. In connection with and prior to the issuance of the 9³/4% Senior Secured Notes, Products Corporation entered into amendments to the 2006 Credit Agreements to permit the issuance of the 9³/4% Senior Secured Notes on a secured basis and incurred $4.7 million of related fees and expenses. The Company capitalized $4.5 million of such fees and expenses which was expensed upon the refinancing of the 2006 Credit Agreements in March 2010. In connection with consummating such refinancing, the Company incurred $10.5 million of fees and expenses related to the issuance of the 9³/4% Senior Secured Notes, all of which the Company capitalized and which is being amortized over the remaining life of the 9³/4% Senior Secured Notes.

The $319.8 million of net proceeds, together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility (prior to its complete refinancing in March 2010), were used to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation's 9¹/2% Senior Notes due April 1, 2011, plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 9¹/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements (prior to their complete refinancing in March 2010) required to permit such refinancing to be conducted on a secured basis. Pursuant to a registration rights agreement, in July 2010, all of the original privately-placed 9³/4% Senior Secured Notes were exchanged for new 9³/4% Senior Secured Notes due 2015 that were registered under the Securities Act, which new notes have substantially identical terms as the original notes, except that the new notes are registered with the SEC under the Securities Act and the transfer restrictions and registration rights applicable to the original notes do not apply to the new notes.

The 9³/4% Senior Secured Notes were issued pursuant to an indenture, dated as of November 23, 2009 (the "9³/4% Senior Secured Notes Indenture"), among Products Corporation, Revlon, Inc. and Products Corporation's domestic subsidiaries (subject to certain limited exceptions) (the "Subsidiary Guarantors" and, collectively with Revlon, Inc., the "Guarantors"), which Guarantors also currently guarantee Products Corporation's 2011 Credit Agreements, and U.S. Bank National Association, as trustee. The 9³/4% Senior Secured Notes are supported by guarantees from the Guarantors.

The 9³/4% Senior Secured Notes and the related guarantees are secured, subject to certain permitted liens:

•

together with the obligations under the 2011 Revolving Credit Agreement (on an equal and ratable basis), by a second-priority lien on the collateral that is subject to a first-priority lien securing Products Corporation's obligations under the 2011 Term Loan Agreement (i.e., substantially all of Products Corporation's and the Subsidiary Guarantors' intellectual property and intangibles, all of the capital stock of Products Corporation and the Subsidiary Guarantors and 66% of the capital stock of Products Corporation's and the Subsidiary Guarantors' first-tier foreign subsidiaries and certain other assets of Products Corporation and the Subsidiary Guarantors (excluding the assets described below)), subject to certain limited exceptions; and

•

by a third-priority lien on the collateral that is subject to a first-priority lien securing Products Corporation's obligations under the 2011 Revolving Credit Agreement (i.e., substantially all of Products Corporation's and the Subsidiary Guarantors' inventory, accounts receivable, equipment, investment property, deposit accounts and certain real estate), which collateral is also subject to a second-priority lien securing Products Corporation's obligations under the 2011 Term Loan Agreement, subject to certain limited exceptions.

The liens securing the 9³/4% Senior Secured Notes and the related guarantees are subject to the provisions of an intercreditor agreement, which, among other things, governs the priority of the liens on the collateral securing the 9³/4% Senior Secured Notes and provides different rights as to enforcement, procedural provisions and other similar matters for holders of liens securing Products Corporation's obligations under the 2011 Credit Agreements.

The 9³/4% Senior Secured Notes are senior secured obligations of Products Corporation and rank pari passu in right of payment with all existing and future senior indebtedness of Products Corporation and the Guarantors, including the indebtedness under the 2011 Credit Agreements, and are senior in right of payment to all of Products Corporation's and the Guarantors' present and future indebtedness that is expressly subordinated in right of payment (including the Contributed Loan and the Non-Contributed Loan, as hereinafter defined). The 9³/4% Senior Secured Notes are effectively subordinated to the outstanding indebtedness and other liabilities of Products Corporation's non-guarantor subsidiaries. The 9³/4% Senior Secured Notes mature on November 15, 2015. Interest is payable on May 15 and November 15 of each year, beginning May 15, 2010.

The 9³/4% Senior Secured Notes may be redeemed at the option of Products Corporation:

•

in an amount up to an aggregate of 35% of the original principal amount issued under the 9³/4% Senior Secured Notes Indenture, from time to time prior to November 15, 2012, with the proceeds of certain equity offerings, at a purchase price equal to 109.75% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption;

•

in whole or in part at any time prior to November 15, 2012 at a redemption price equal to the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus the applicable premium (as specified in the 9³/4% Senior Secured Notes Indenture); and

•

in whole or in part at any time after November 15, 2012 at various fixed prices specified in the 9³/4% Senior Secured Notes Indenture.

Upon a Change in Control (as defined in the 9³/4% Senior Secured Notes Indenture), subject to certain conditions, each holder of the 9³/4% Senior Secured Notes will have the right to require Products Corporation to repurchase all or a portion of such holder's 9³/4% Senior Secured Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.

The 9³/4% Senior Secured Notes Indenture contains covenants that, among other things, limit (i) the issuance of additional debt and redeemable stock by Products Corporation; (ii) the incurrence of liens; (iii) the issuance of debt and preferred stock by Products Corporation's subsidiaries; (iv) the payment of dividends on capital stock of Products Corporation and its subsidiaries and the redemption of capital stock of Products Corporation and certain subordinated obligations; (v) the sale of assets and subsidiary stock by Products Corporation; (vi) transactions with affiliates of Products Corporation; (vii) consolidations, mergers and transfers of all or substantially all of Products Corporation's assets; and (viii) certain restrictions on transfers of assets by or distributions from subsidiaries of Products Corporation. All of these limitations and prohibitions, however, are subject to a number of qualifications and exceptions, which are specified in the 9³/4% Senior Secured Notes Indenture.

The 9³/4% Senior Secured Notes Indenture contains customary events of default for debt instruments of such type and includes a cross acceleration provision which provides that it shall be an event of default if any debt (as defined in such indenture) of Products Corporation or any of its significant subsidiaries (as defined in such indenture) is not paid within any applicable grace period after final maturity or is accelerated by the holders of such debt because of a default and the total principal amount of the portion of such debt that is unpaid or accelerated exceeds $25.0 million and such default continues for 10 days after notice from the trustee under such indenture. If any such event of default occurs, the trustee under such indenture or the holders of at least 30% in aggregate principal amount of the outstanding notes under such indenture may declare all such notes to be due and payable immediately, provided that the holders of a majority in aggregate principal amount of the outstanding notes under such indenture may, by notice to the trustee, waive any such default or event of default and its consequences under such indenture.

(d) Senior Subordinated Term Loan Agreement

In January 2008, Products Corporation entered into the Senior Subordinated Term Loan Agreement with MacAndrews & Forbes and on February 1, 2008 used the $170.0 million of proceeds from such loan to repay in full the $167.4 million remaining aggregate principal amount of Products Corporation's 8⁵/8% Senior Subordinated Notes, which matured on February 1, 2008, and to pay $2.55 million of related fees and expenses. In connection with such repayment, Products Corporation also used cash on hand to pay $7.2 million of accrued and unpaid interest due on the 8⁵/8% Senior Subordinated Notes up to, but not including, the February 1, 2008 maturity date.

In September 2008, Products Corporation used $63.0 million of the net proceeds from the July 2008 sale of the Company's Bozzano businsess in Brazil to partially repay $63.0 million of the outstanding aggregate principal amount of the Senior Subordinated Term Loan. Following such partial repayment, there remained outstanding $107.0 million in aggregate principal amount under such loan. Upon consummation of the 2009 Exchange Offer (as hereinafter defined), MacAndrews & Forbes contributed to Revlon, Inc. $48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term Loan made by MacAndrews & Forbes to Products Corporation (the "Contributed Loan") and the terms of the Senior Subordinated Term Loan Agreement were amended to extend the maturity date of the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013 and to change the annual interest rate on the Contributed Loan from 11% to 12.75%. The $48.6 million Contributed Loan represented $5.21 of outstanding principal amount under the Senior Subordinated Term Loan for each of the 9,336,905 shares of Class A Common Stock exchanged in the 2009 Exchange Offer, in which Revlon, Inc. issued to MacAndrews & Forbes 9,336,905 shares of Class A Common Stock at a ratio of one share of Class A Common Stock for each $5.21 of outstanding principal amount of the Senior Subordinated Term Loan contributed to Revlon, Inc. Upon consummation of the 2009 Exchange Offer, the terms of the Senior Subordinated Term Loan Agreement were also amended to extend the maturity date of the $58.4 million principal amount of the Senior Subordinated Term Loan which remains owing from Products Corporation to MacAndrews & Forbes (the "Non-Contributed Loan") from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

Interest under the Senior Subordinated Term Loan is payable in arrears in cash on January 8, April 8, July 8 and October 8 of each year. Pursuant to the terms of the Senior Subordinated Term Loan, Products Corporation may, at its option, prepay such loan, in whole or in part (together with accrued and unpaid interest), at any time prior to its respective maturity dates without premium or penalty, provided that prior to such loan's respective maturity dates all shares of Revlon, Inc.'s Preferred Stock (as hereinafter defined) have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full.

The Senior Subordinated Term Loan is an unsecured obligation of Products Corporation and is subordinated in right of payment to all existing and future senior debt of Products Corporation, currently including indebtedness under (i) Products Corporation's 2011 Credit Agreements, and (ii) Products Corporation's 9³/4% Senior Secured Notes. The Senior Subordinated Term Loan has the right to payment equal in right of payment with any present and future senior subordinated indebtedness of Products Corporation.

The Senior Subordinated Term Loan Agreement contains covenants (other than the subordination provisions discussed above) that limit the ability of Products Corporation and its subsidiaries to, among other things, incur additional indebtedness, pay dividends on or redeem or repurchase stock, engage in certain asset sales, make certain types of investments and other restricted payments, engage in certain transactions with affiliates, restrict dividends or payments from subsidiaries and create liens on their assets. All of these limitations and prohibitions, however, are subject to a number of important qualifications and exceptions.

The Senior Subordinated Term Loan Agreement includes a cross acceleration provision which provides that it shall be an event of default under such agreement if any debt (as defined in such agreement) of Products Corporation or any of its significant subsidiaries (as defined in such agreement) is not paid within any applicable grace period after final maturity or is accelerated by the holders of such debt because of a default and the total principal amount of the portion of such debt that is unpaid or accelerated exceeds $25.0 million and such default continues for 10 days after notice from MacAndrews & Forbes. If any such event of default occurs, MacAndrews & Forbes may declare the Senior Subordinated Term Loan to be due and payable immediately.

The Senior Subordinated Term Loan Agreement also contains other customary events of default for loan agreements of such type, including, subject to applicable grace periods, nonpayment of any principal or interest when due under such agreement, non-compliance with any of the material covenants in such agreement, any representation or warranty being incorrect, false or misleading in any material respect, or the occurrence of certain bankruptcy, insolvency or similar proceedings by or against Products Corporation or any of its significant subsidiaries.

Upon any change of control (as defined in the Senior Subordinated Term Loan Agreement), Products Corporation is required to repay the Senior Subordinated Term Loan in full, provided that prior to such loan's respective maturity dates all shares of Revlon, Inc.'s Preferred Stock have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full, after fulfilling an offer to repay Products Corporation's 9³/4% Senior Secured Notes and to the extent permitted by Products Corporation's 2011 Credit Agreements.

In connection with the closing of the Senior Subordinated Term Loan, Revlon, Inc. and MacAndrews & Forbes entered into a letter agreement in January 2008 pursuant to which Revlon, Inc. agreed that if Revlon, Inc. conducts any equity offering before the full payment of such loan, and if MacAndrews & Forbes and/or its affiliates elects to participate in any such offering, MacAndrews & Forbes and/or its affiliates may pay for any shares it acquires in such offering either in cash or by tendering debt valued at its face amount under the Non-Contributed Loan, including any accrued but unpaid interest, on a dollar for dollar basis or in any combination of cash and such debt. Revlon, Inc. is under no obligation to conduct an equity offering and MacAndrews & Forbes and its affiliates are under no obligation to subscribe for shares should Revlon, Inc. elect to conduct an equity offering.

(e) Redeemable Preferred Stock

In October 2009, Revlon, Inc. consummated a voluntary exchange offer transaction (the "2009 Exchange Offer') in which each issued and outstanding share of Revlon, Inc.'s Class A Common Stock was exchangeable on a one-for-one basis for a newly-issued series of Revlon, Inc.'s Series A Preferred Stock, par value $0.01 per share (the "Preferred Stock"). Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Preferred Stock in exchange for the same number of shares of Class A Common Stock exchanged in the 2009 Exchange Offer. The Preferred Stock was initially recorded by Revlon, Inc. as a long-term liability at its fair value of $47.9 million. The total amount to be paid by Revlon, Inc. at maturity is approximately $48.6 million, which represents the $5.21 liquidation preference for each of the 9,336,905 shares of Preferred Stock issued in the 2009 Exchange Offer (the "Liquidation Preference").

Each share of Preferred Stock issued in the 2009 Exchange Offer has a Liquidation Preference of $5.21 per share, is entitled to receive a 12.75% annual dividend payable quarterly in cash (the "Regular Dividend") and is mandatorily redeemable for $5.21 in cash on October 8, 2013. Each share of Preferred Stock entitles its holder to receive cash payments of approximately $7.87 over the four-year term of the Preferred Stock, through the quarterly payment of 12.75% annual cash dividends and a $5.21 per share Liquidation Preference at maturity (assuming Revlon, Inc. does not engage in one of certain specified change of control transactions), in each case to the extent that Revlon, Inc. has lawfully available funds to effect such payments. If Revlon, Inc. engages in one of certain specified change of control transactions (not including any transaction with MacAndrews & Forbes) within three years of consummation of the 2009 Exchange Offer, the holders of the Preferred Stock will have the right to receive a special dividend if the per share equity value of the Company in the change of control transaction is higher than the Liquidation Preference plus paid and accrued and unpaid dividends on the Preferred Stock, capped at an amount that would provide aggregate cash payments of up to $12.00 per share, as further described below.

The terms of Revlon, Inc.'s Preferred Stock, with 25 million authorized shares, principally provide as follows: The Preferred Stock ranks senior to Revlon, Inc.'s Class A Common Stock and Class B Common Stock with respect to dividend distributions and distributions upon any liquidation, winding up or dissolution of Revlon, Inc. Revlon, Inc. may authorize, create and issue additional shares of preferred stock that may rank junior to, on parity with or senior to the issued Preferred Stock with respect to dividend distributions and distributions upon liquidation, winding up or dissolution without the consent of the holders of the issued Preferred Stock. Holders of the Preferred Stock are entitled to receive, out of legally available funds, cumulative preferential dividends accruing at a rate of 12.75% of the Liquidation Preference (as referred to below) annually, payable quarterly in cash. Holders of Preferred Stock are also entitled to receive upon a change of control (as defined in the certificate of designation of the Preferred Stock) transaction through October 8, 2012, a pro rata portion of the equity value received in such transaction, capped at an amount that would provide aggregate cash payments of $12.00 per share over the term of the Preferred Stock. If the equity value received in the change of control transaction is greater than or equal to $12.00 per share, then each holder of Preferred Stock will be entitled to receive an amount equal to $12.00 minus the Liquidation Preference minus any paid and/or accrued and unpaid dividends on the Preferred Stock. If the per share equity value received in the change of control transaction is less than $12.00, then each holder of Preferred Stock is entitled to receive an amount equal to such per share equity value minus the Liquidation Preference minus any paid and/or accrued and unpaid dividends on the Preferred Stock. If the per share equity value received in the change of control transaction does not exceed the Liquidation Preference plus any paid and/or accrued and unpaid dividends, then each holder of the Preferred Stock is not entitled to an additional payment upon any such change of control transaction (the foregoing payments being the "Change of Control Amount"). In the event that Revlon, Inc. fails to pay any required dividends on the Preferred Stock, the amount of such unpaid dividends will be added to the amount payable to holders of the Preferred Stock upon redemption. In addition, during any period when Revlon, Inc. has failed to pay a dividend and until all unpaid dividends have been paid in full, Revlon, Inc. is prohibited from paying dividends or distributions on any shares of stock that rank junior to the Preferred Stock (including Revlon, Inc.'s Common Stock), other than dividends or distributions payable in shares of stock that rank junior to the Preferred Stock. Holders of the Preferred Stock are entitled to a Liquidation Preference of $5.21 per share in the event of any liquidation, dissolution or winding up of Revlon, Inc., plus an amount equal to the accumulated and unpaid dividends thereon. If the assets are not sufficient to pay the full Liquidation Preference to both the holders of the Preferred Stock and holders of stock that ranks on parity with the Preferred Stock with respect to distributions and distributions upon any liquidation, winding up or dissolution of Revlon, Inc., the holders of both the Preferred Stock and such parity stock will share ratably in the distribution of assets. The Preferred Stock does not have preemptive rights. To the extent that Revlon, Inc. has lawfully available funds to effect such redemption, Revlon, Inc. is required to redeem the Preferred Stock on the earlier of (i) October 8, 2013 and (ii) the consummation of a change of control transaction. Revlon, Inc. does not have the right to redeem any shares of the Preferred Stock at its option. So long as shares of the Preferred Stock remain outstanding, if Revlon, Inc. issues any shares of common stock or preferred stock to MacAndrews & Forbes or any of its affiliates at a price per share that is lower than the then-current fair market value of such stock on the date of any such issuance, then an appropriate adjustment to the amount payable to the holders of the Preferred Stock upon a change of control transaction before October 8, 2012 will be made to reflect the aggregate difference between the issuance price per share and such then-current fair market value. However, no adjustment will be made as a result of:

(i)

any securities offerings by Revlon, Inc. (including any rights offering), in which the same security is offered to all holders of the applicable class of securities or series of stock on a pro rata basis;

(ii)

the declaration or payment of any dividends or distributions to the holders of all of then-outstanding classes of equity securities of Revlon, Inc. on a pro rata basis;

(iii)

any issuance by reclassification of securities of Revlon, Inc.;

(iv)

the issuance of any securities of Revlon, Inc. (including upon the exercise of options or rights) or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by Revlon, Inc. or any of its subsidiaries or as full or partial consideration in connection with any acquisition by Revlon, Inc. or its subsidiaries; or

(v)

the issuance of any securities of Revlon, Inc. pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of October 8, 2009.

The form of the adjustment will be determined in good faith by a majority of the independent members of Revlon, Inc.'s Board of Directors, and will be binding and conclusive on all holders of the Preferred Stock. The Preferred Stock generally has the same voting rights as the Class A Common Stock, except that the holders of Preferred Stock will not be entitled to vote on any merger, combination or similar transaction in which the holders of Preferred Stock either (i) retain their shares of Preferred Stock or (ii) receive shares of preferred stock in the surviving corporation of such merger with terms identical to, or no less favorable in the aggregate to the holders of the Preferred Stock than, the terms of the Preferred Stock as long as, in any such case, the surviving or resulting company of any such merger, combination or similar transaction is not materially less creditworthy than Revlon, Inc. was immediately prior to the consummation of any such transaction.

In accordance with the terms of the certificate of designation of the Preferred Stock, during 2011, Revlon, Inc. paid to holders of record of the Preferred Stock an aggregate of $6.2 million of regular quarterly dividends on the Preferred Stock (at an annual rate of 12.75% of the $5.21 per share Liquidation Preference, the "Regular Dividend"). In addition, on January 9, 2012, Revlon, Inc. paid to holders of record of the Preferred Stock at the close of business on December 28, 2011 the Regular Dividend in the amount of $0.165569 per share, or approximately $1.5 million in the aggregate, for the period from October 10, 2011 through January 9, 2012.

Long-Term Debt Maturities

The aggregate amounts of contractual long-term debt maturities at December 31, 2011 in the years 2012 through 2016 and thereafter are as follows:


Years ended December 31,	Long-term debt maturities
2012	$	8.0	^(a)
2013		8.0	^(a)(b)
2014		66.4	^(c)
2015		338.0	^(d)
2016		8.0	^(e)
Thereafter		756.0	^(f)

Total long-term debt	$	1,184.4

Discounts		(11.0	)

Total long-term debt, net of discounts	$	1,173.4

^(a)

Amount refers to the quarterly amortization payments required under the 2011 Term Loan Facility.

^(b)

Amount does not include the $48.6 million of Preferred Stock which is required to be redeemed on the earlier of (i) October 8, 2013 and (ii) the consummation of certain change of control transactions. (See "Redeemable Preferred Stock" in this Note 9).

^(c)

Amount refers to the quarterly amortization payments required under the 2011 Term Loan Facility and the aggregate principal amount outstanding under the Non-Contributed Loan. Pursuant to the terms of the 2009 Exchange Offer, the maturity date of the Non-Contributed Loan which remains owing from Products Corporation to MacAndrews & Forbes was extended from August 2010 to October 8, 2014.

^(d)

Amount refers to the quarterly amortization payments required under the 2011 Term Loan Facility and the principal balance due on the 9³/4% Senior Secured Notes which mature on November 15, 2015. The difference between this amount and the carrying amount of the 9³/4% Senior Secured Notes is due to the issuance of the $330.0 million in aggregate principal amount of the 9³/4% Senior Secured Notes at a discount, which was priced at 98.9% of par.

^(e)

Amount refers to the quarterly amortization payments required under the 2011 Term Loan Facility. Amount excludes amounts available under the 2011 Revolving Credit Facility which matures on June 16, 2016, which was undrawn as of December 31, 2011.

^(f)

Amount refers to the aggregate principal amount expected to be outstanding under the 2011 Term Loan Facility on its November 19, 2017 maturity date. The difference between this amount and the carrying amounts of the 2011 Term Loan Facility is due to the issuance of the $800.0 million in aggregate principal amount of the 2011 Term Loan Facility at a discount, which was priced at 99.5% of par.

Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

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

•

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

•

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

•

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

As of December 31, 2011, the fair values of the Company's financial assets and liabilities, namely its FX Contracts and Preferred Stock, are categorized in the table below:


	Total		Level 1		Level 2		Level 3
Assets
Derivatives:
FX Contracts^(a)	$	0.2	$	-	$	0.2	$	-

Total assets at fair value	$	0.2	$	-	$	0.2	$	-

Liabilities
Derivatives:
FX Contracts^(a)	$	0.8	$	-	$	0.8	$	-
Redeemable Preferred Stock (Change of Control Amount)^(b ⁾		0.2		-		-		0.2

Total liabilities at fair value	$	1.0	$	-	$	0.8	$	0.2

As of December 31, 2010, the fair values of the Company's financial assets and liabilities, namely its FX Contracts and Preferred Stock, are categorized in the table below:


	Total		Level 1		Level 2		Level 3
Assets
Derivatives:
FX Contracts^(a)	$	0.2	$	-	$	0.2	$	-

Total assets at fair value	$	0.2	$	-	$	0.2	$	-

Liabilities
Derivatives:
FX Contracts^(a)	$	2.1	$	-	$	2.1	$	-
Redeemable Preferred Stock (Change of Control Amount)^(b ⁾		0.2		-		-		0.2

Total liabilities at fair value	$	2.3	$	-	$	2.1	$	0.2

^(a)

The fair value of the Company's FX Contracts was measured based on observable market transactions of spot and forward rates at December 31, 2011 and 2010. (See Note 11, "Financial Instruments.")

^(b)

Upon consummation of the 2009 Exchange Offer, Revlon, Inc. initially recorded the Preferred Stock as a long-term liability at a fair value of $47.9 million (see Note 9, "Long-Term Debt and Redeemable Preferred Stock"), which was comprised of two components:

•

Liquidation Preference: Upon initial valuation of the Preferred Stock, the total amount to be paid by Revlon, Inc. at maturity is approximately $48.6 million, which represents the $5.21 Liquidation Preference for each of the 9,336,905 shares of Preferred Stock issued in the 2009 Exchange Offer. The Liquidation Preference was initially measured at fair value based on the yield to maturity of the $48.6 million Contributed Loan, adjusted for an estimated average subordination premium for subordinated note issues. The Liquidation Preference is subsequently measured at the present value of the amount to be paid at maturity, accruing interest cost using the rate implicit at the issuance date since both the amount to be paid and the maturity date are fixed.

•

Change of Control Amount: Holders of the Preferred Stock are entitled to receive upon a change of control transaction (as defined in the certificate of designation of the Preferred Stock) through October 8, 2012, a pro rata portion of the equity value received in such transaction, capped at an amount that would provide aggregate cash payments of $12.00 per share over the term of the Preferred Stock. If the equity value received in the change of control transaction is greater than or equal to $12.00 per share, then each holder of Preferred Stock will be entitled to receive an amount equal to $12.00 minus the Liquidation Preference minus any paid and/or accrued and unpaid dividend on the Preferred Stock. If the per share equity value received in the change of control transaction is less than $12.00, then each holder of Preferred Stock is entitled to receive an amount equal to such per share equity value minus the Liquidation Preference minus any paid and/or accrued and unpaid dividend on the Preferred Stock. If the per share equity value received in the change of control transaction does not exceed the Liquidation Preference plus any paid and/or accrued and unpaid dividend, then each holder of the Preferred Stock is not entitled to an additional payment upon any such change of control transaction (the foregoing payments being the "Change of Control Amount"). The fair value of the Change of Control Amount of the Preferred Stock, which is deemed to be a Level 3 liability, is based on the Company's assessment of the likelihood of the occurrence of specified change of control transactions within three years of the consummation of the 2009 Exchange Offer. There was no change in the fair value of the Change in Control Amount from the initial valuation performed upon the October 2009 consummation of the 2009 Exchange Offer through December 31, 2011.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

Financial Instruments

12 Months Ended

Dec. 31, 2011

Financial Instruments [Abstract]

Financial Instruments

11. FINANCIAL INSTRUMENTS

The fair value of the Company's debt, including the current portion of long-term debt and Preferred Stock, is based on the quoted market prices for the same issues or on the current rates offered for debt of similar remaining maturities. The estimated fair value of the Company's debt and Preferred Stock at December 31, 2011 was $1,240.6 million, which was more than the carrying values of such debt and Preferred Stock at December 31, 2011 of $1,221.8 million. The estimated fair value of such debt and Preferred Stock at December 31, 2010 was $1,259.6 million, which was more than the carrying values of such debt and Preferred Stock at December 31, 2010 of $1,215.4 million.

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

Products Corporation also maintains standby and trade letters of credit for various corporate purposes under which Products Corporation is obligated, of which $11.1 million and $21.2 million (including amounts available under credit agreements in effect at that time) were maintained at December 31, 2011 and 2010, respectively. Included in these amounts is $9.1 million at both December 31, 2011 and 2010, in standby letters of credit which support Products Corporation's self-insurance programs. The estimated liability under such programs is accrued by Products Corporation.

Derivative Financial Instruments

The Company uses derivative financial instruments, primarily (1) FX Contracts, intended for the purpose of managing foreign currency exchange risk by reducing the effects of fluctuations in foreign currency exchange rates on the Company's net cash flows and (2) interest rate hedging transactions intended for the purpose of managing interest rate risk associated with Products Corporation's variable rate indebtedness.

Foreign Currency Forward Exchange Contracts

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

The U.S. dollar notional amount of the FX Contracts outstanding at December 31, 2011 and 2010 was $58.4 million and $46.0 million, respectively.

While the Company may be exposed to credit loss in the event of the counterparty's non-performance, the Company's exposure is limited to the net amount that Products Corporation would have received, if any, from the counterparty over the remaining balance of the terms of the FX Contracts. The Company does not anticipate any non-performance and, furthermore, even in the case of any non-performance by the counterparty, the Company expects that any such loss would not be material.

Interest Rate Swap

Prior to its expiration in April 2010, the Company's floating-to-fixed interest rate swap had a notional amount of $150.0 million initially relating to indebtedness under Products Corporation's former 2006 Term Loan Facility (prior to its complete refinancing in March 2010) and which also related, through such swap's expiration in April 2010, to a notional amount of $150.0 million relating to indebtedness under Products Corporation's 2010 Term Loan Facility (the "2008 Interest Rate Swap"). Under the terms of the 2008 Interest Rate Swap, Products Corporation was required to pay to the counterparty a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount under the 2008 Interest Rate Swap (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such notional amounts at 6.66% for the 2-year term of such swap), commencing in July 2008, while receiving a variable interest rate payment from the counterparty equal to three-month U.S. dollar LIBOR.

The 2008 Interest Rate Swap was initially designated as a cash flow hedge of the variable interest rate payments on Products Corporation's former 2006 Term Loan Facility (prior to its complete refinancing in March 2010). However, as a result of the 2010 Refinancing, effective March 11, 2010 (the closing date of such refinancing), the 2008 Interest Rate Swap no longer met the criteria to allow for the deferral of the effective portion of unrecognized hedging gains or losses in other comprehensive income, as the scheduled variable interest payment specified on the date originally documented at the inception of the hedge were not to occur. As a result, as of March 11, 2010, the Company reclassified an unrecognized loss of $0.8 million from Accumulated Other Comprehensive Loss into earnings.

Quantitative Information – Derivative Financial Instruments

The effects of the Company's derivative instruments on its consolidated financial statements were as follows:

(a) Fair Value of Derivative Financial Instruments in the Consolidated Balance Sheet at December 31, 2011 and 2010:

Fair Values of Derivative Instruments as of December 31,

Assets

Liabilities

Derivatives:

Balance Sheet
Classification

2011
Fair
Value

2010
Fair
Value

Balance Sheet
Classification

2011
Fair
Value

2010
Fair
Value

Derivatives not designated as hedging instruments:

FX contracts ⁽ ^a ⁾

Prepaid expenses

0.2

Accrued expenses

0.8

2.1

⁽ ^a ⁾

The fair values of the FX Contracts at December 31, 2011 and 2010 were determined by using observable market transactions of spot and forward rates at December 31, 2011 and 2010.

(b) Effects of Derivative Financial Instruments on Income and Other Comprehensive Income (Loss) ("OCI") for 2011, 2010 and 2009:


	Derivative Instruments Gain (Loss) Effect on Consolidated Statements of Income and OCI for the year ended December 31,
	Amount of Gain (Loss) Recognized OCI (Effective Portion)									Income Statement Classification of Gain (Loss) Reclassified from OCI to Income	Amount of Gain (Loss) Reclassified from OCI to Income (Effective Portion)
	2011			2010			2009				2011		2010			2009
Derivatives designated as hedging instruments:
2008 Interest Rate Swap^(a)	$	-		$	-		$	(1.7	)	Interest Expense	$	-	$	(0.9	)	$	(5.0	)


	Amount of Gain (Loss) Recognized in Foreign Currency (Gains) Losses, Net									Income Statement Classification of Gain (Loss) Reclassified from OCI to Income	Amount of Gain (Loss) Recognized in Interest Expense (Ineffective Portion)
	2011			2010			2009				2011		2010			2009
Derivatives not designated as hedging instruments:
FX Contracts	$	(1.1	)	$	(3.1	)	$	(5.9	)

2008 Interest Rate Swap^(a)		-			-			-		Interest Expense	$	-	$	(0.8	)	$	-

	$	(1.1	)	$	(3.1	)	$	(5.9	)		$	-	$	(0.8	)	$	-

⁽ ^a ⁾

Effective March 11, 2010 (the closing date of the 2010 Refinancing), the 2008 Interest Rate Swap, which expired in April 2010, was no longer designated as a cash flow hedge. (See "Interest Rate Swap" in this Note 11).

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

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-Topic 235

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-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(n))

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Reference 15: http://www.xbrl.org/2003/role/presentationRef

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

12. INCOME TAXES

The Company's income before income taxes and the applicable provision for (benefit from) income taxes are as follows:


	Year Ended December 31,
	2011			2010			2009
Income from continuing operations before income taxes:
United States	$	48.9		$	31.3		$	24.6
Foreign		40.7			48.5			32.2

	$	89.6		$	79.8		$	56.8

Provision for (benefit from) income taxes:
United States federal	$	34.4		$	(219.4	)	$	0.3
State and local		(3.6	)		(44.5	)		(2.1	)
Foreign		6.0			16.7			10.1

	$	36.8		$	(247.2	)	$	8.3


Current:
United States federal	$	0.9		$	0.9		$	0.3
State and local		0.8			(4.3	)		(2.1	)
Foreign		21.7			15.5			11.3

		23.4			12.1			9.5
Deferred:
United States federal		60.1			(211.1	)		13.2
State and local		(1.3	)		(38.4	)		2.1
Foreign		(14.4	)		4.4			0.8

		44.4			(245.1	)		16.1
Benefits of operating loss carryforwards:
United States federal		(26.6	)		(9.2	)		(13.2	)
State and local		(3.1	)		(1.8	)		(2.1	)
Foreign		(1.3	)		(3.2	)		(2.0	)

		(31.0	)		(14.2	)		(17.3	)

	$	36.8		$	(247.2	)	$	8.3

The actual tax on income before income taxes is reconciled to the applicable statutory federal income tax rate as follows:


	Year Ended December 31,
	2011			2010			2009
Computed expected tax expense	$	31.4		$	27.9		$	19.9
State and local taxes, net of U.S. federal income tax benefit		(2.4	)		(0.1	)		(1.4	)
Foreign and U.S. tax effects attributable to operations outside the U.S.		3.8			(5.1	)		(2.1	)
Reduction in valuation allowance		(16.9	)		(292.2	)		(26.5	)
Foreign dividends and earnings taxable in the U.S.		15.2			14.5			14.4
Other		5.7			7.8			4.0

Tax expense	$	36.8		$	(247.2	)	$	8.3

Deferred taxes are the result of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities at December 31, 2011 and 2010 were comprised of the following:


	December 31,
	2011			2010
Deferred tax assets:
Inventories	$	3.6		$	3.5
Net operating loss carryforwards - U.S.		185.8			186.4
Net operating loss carryforwards – foreign		82.8			83.1
Employee benefits		101.1			76.0
State and local taxes		2.2			2.2
Sales related reserves		32.9			29.1
Foreign currency translation adjustment		(1.8	)		-
Other		32.9			29.0

Total gross deferred tax assets		439.5			409.3
Less valuation allowance		(120.0	)		(113.0	)

Total deferred tax assets, net of valuation allowance		319.5			296.3
Deferred tax liabilities:
Plant, equipment and other assets		(17.6	)		(15.4	)
Other		(20.4	)		(12.3	)

Total gross deferred tax liabilities		(38.0	)		(27.7	)

Net deferred tax assets	$	281.5		$	268.6

As previously disclosed, in assessing the recoverability of its deferred tax assets, management regularly considers whether some portion or all of the deferred tax assets will not be realized based on the recognition threshold and measurement of a tax position. The ultimate realization of deferred tax assets is generally dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Based upon the level of historical taxable losses for certain jurisdictions outside the U.S., the Company had maintained a deferred tax valuation allowance against its deferred tax assets. As of December 31, 2011, the Company experienced improved earnings trends and had cumulative taxable income in such jurisdictions. As a result of such earnings trends and the Company's tax position, and based upon the Company's projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the Company will realize the benefits of the net deferred tax assets existing at December 31, 2011 in such jurisdictions. Therefore, at December 31, 2011, the Company realized a non-cash benefit of $16.9 million related to a reduction of the Company's deferred tax valuation allowance on its net deferred tax assets for certain jurisdictions outside the U.S. The Company reflected this benefit in the tax provision and this non-cash benefit increased net income at December 31, 2011.

Based upon the level of historical taxable losses for the U.S., the Company maintained a deferred tax valuation allowance against its deferred tax assets in the U.S. As of December 31, 2010, the Company experienced improved earnings trends and had cumulative taxable income. As a result of such earnings trends and the Company's tax position, and based upon the Company's projections for future taxable income over the periods in which the deferred tax assets were recoverable, management believed that it was more likely than not that the Company would realize the benefits of the net deferred tax assets existing at December 31, 2010. Therefore, at December 31, 2010, the Company realized a non-cash benefit of $260.6 million related to a reduction of the Company's deferred tax valuation allowance on its net U.S. deferred tax assets at December 31, 2010. The Company reflected this benefit in the tax provision and this non-cash benefit increased net income at December 31, 2010.

A valuation allowance has been provided for those deferred tax assets for which, in the opinion of management, it is more-likely-than-not that the deferred tax assets will not be realized. At December 31, 2011, the deferred tax valuation allowance primarily represents amounts for foreign tax loss carryforwards and certain U.S. state and local tax loss carryforwards. The deferred tax valuation allowance increased by $7.0 million during 2011 and decreased by $301.3 million during 2010. The increase in the deferred tax valuation allowance during 2011 was primarily driven by certain state and local tax loss carryforwards in the U.S., partially offset by the reduction of the valuation allowance with respect to the deferred tax assets for certain jurisdictions outside the U.S., as noted above. The primary driver of the decrease in the deferred tax valuation allowance during 2010 was the reduction of the valuation allowance with respect to the deferred tax assets in the U.S., as noted above.

After December 31, 2011, the Company has tax loss carryforwards of approximately $667.2 million, of which $287.2 million are foreign and $380.0 million are domestic. The losses expire in future years as follows: 2012-$7.7 million; 2013-$11.5 million; 2014-$27.6 million; 2015 and beyond-$436.6 million; and unlimited-$183.8 million. The Company could receive the benefit of such tax loss carryforwards only to the extent it has taxable income during the carryforward periods in the applicable tax jurisdictions. As of December 31, 2011, there were no consolidated federal net operating losses available from the MacAndrews & Forbes Group (as hereinafter defined) from periods prior to the March 25, 2004 deconsolidation (as described below).

The Company remains subject to examination of its income tax returns in various jurisdictions including, without limitation, the U.S. (federal), for tax years ended December 31, 2008 through December 31, 2010, and Australia and South Africa, for tax years ended December 31, 2007 through December 31, 2010. The Company classifies interest and penalties as a component of the provision for income taxes in the consolidated statements of income. During the years ended December 31, 2011 and 2010, the Company recognized in the Consolidated Statements of Income an increase of $1.0 million and a reduction of $5.6 million, respectively, in accrued interest and penalties.

At December 31, 2011 and 2010, the Company had unrecognized tax benefits of $46.0 million and $44.1 million, respectively, including $12.7 million and $12.3 million, respectively, of accrued interest and penalties. All of the unrecognized tax benefits, to the extent reduced and unutilized in future periods, would affect the Company's effective tax rate. A reconciliation of the beginning and ending amount of the unrecognized tax benefits is as follows:


Balance at January 1, 2010	$	49.3
Increase based on tax positions taken in a prior year		9.9
Decrease based on tax positions taken in a prior year		(16.1	)
Increase based on tax positions taken in the current year		7.4
Decrease resulting from the lapse of statutes of limitations		(6.4	)

Balance at December 31, 2010	$	44.1

Increase based on tax positions taken in a prior year		5.1
Decrease based on tax positions taken in a prior year		(3.7	)
Increase based on tax positions taken in the current year		6.3
Decrease related to settlements with taxing authorities and changes in law		(1.0	)
Decrease resulting from the lapse of statutes of limitations		(4.8	)

Balance at December 31, 2011	$	46.0

In addition, the Company believes that it is reasonably possible that its unrecognized tax benefits during 2012 will increase by approximately $4 million as a result of changes in various tax positions, each of which is individually insignificant.

The Company has not provided for U.S. federal income taxes and foreign withholding taxes on $74.4 million of foreign subsidiaries' cumulative undistributed earnings as of December 31, 2011 because such earnings are intended to be indefinitely reinvested overseas. If these future earnings are repatriated to the United States, or if the Company determines that such earnings will be remitted in the foreseeable future, additional tax provisions may be required. Due to the complexities in the tax laws and the assumptions that would have to be made, it is not practicable to estimate the amounts of income tax provisions that may be required.

As a result of the closing of the 2004 Revlon Exchange Transactions (as hereinafter defined in Note 18, "Related Party Transactions – Tax Sharing Agreements"), as of March 25, 2004, Revlon, Inc., Products Corporation and their U.S. subsidiaries were no longer included in the affiliated group of which MacAndrews & Forbes was the common parent (the "MacAndrews & Forbes Group") for federal income tax purposes. Revlon Holdings (as hereinafter defined in Note 18, "Related Party Transactions – Transfer Agreements"), Revlon, Inc., Products Corporation and certain of its subsidiaries, and MacAndrews & Forbes Holdings entered into a tax sharing agreement (as subsequently amended and restated, the "MacAndrews & Forbes Tax Sharing Agreement"), for taxable periods beginning on or after January 1, 1992 through and including March 25, 2004, during which Revlon, Inc. and Products Corporation or a subsidiary of Products Corporation was a member of the MacAndrews & Forbes Group. In these taxable periods, Revlon, Inc.'s and Products Corporation's federal taxable income and loss were included in such group's consolidated tax return filed by MacAndrews & Forbes Holdings. Revlon, Inc. and Products Corporation were also included in certain state and local tax returns of MacAndrews & Forbes Holdings or its subsidiaries. Revlon, Inc. and Products Corporation remain liable under the MacAndrews & Forbes Tax Sharing Agreement for all such taxable periods through and including March 25, 2004 for amounts determined to be due as a result of a redetermination arising from an audit or otherwise, equal to the taxes that Revlon, Inc. or Products Corporation would otherwise have had to pay if it were to have filed separate federal, state or local income tax returns for such periods.

Following the closing of the 2004 Revlon Exchange Transactions, Revlon, Inc. became the parent of a new consolidated group for federal income tax purposes and Products Corporation's federal taxable income and loss are included in such group's consolidated tax returns. Accordingly, Revlon, Inc. and Products Corporation entered into a tax sharing agreement (the "Revlon Tax Sharing Agreement") pursuant to which Products Corporation is required to pay to Revlon, Inc. amounts equal to the taxes that Products Corporation would otherwise have had to pay if Products Corporation were to file separate federal, state or local income tax returns, limited to the amount, and payable only at such times, as Revlon, Inc. will be required to make payments to the applicable taxing authorities.

There were no federal tax payments or payments in lieu of taxes from Revlon, Inc. to Revlon Holdings pursuant to the MacAndrews & Forbes Tax Sharing Agreement in 2011 with respect to periods covered by the MacAndrews & Forbes Tax Sharing Agreement, and the Company expects that there will not be any such payments in 2012. During 2011, there were no federal tax payments from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement with respect to 2010 and $0.6 million with respect to 2011. The Company expects that there will be $0.3 million in federal tax payments from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement during 2012 with respect to 2011.

Pursuant to the asset transfer agreement referred to in Note 18, "Related Party Transactions – Transfer Agreements," Products Corporation assumed all tax liabilities of Revlon Holdings other than (i) certain income tax liabilities arising prior to January 1, 1992 to the extent such liabilities exceeded the reserves on Revlon Holdings' books as of January 1, 1992 or were not of the nature reserved for and (ii) other tax liabilities to the extent such liabilities are related to the business and assets retained by Revlon Holdings.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph h

-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 136, 172

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 43, 44, 45, 46, 47, 48, 49

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

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Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(h))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

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+ Details

Basic And Diluted Earnings Per Common Share

12 Months Ended

Dec. 31, 2011

Basic And Diluted Earnings Per Common Share [Abstract]

Basic And Diluted Earnings Per Common Share

13. BASIC AND DILUTED EARNINGS PER COMMON SHARE

For each of the years ended December 31, 2011, 2010 and 2009, all outstanding options to purchase shares of Revlon, Inc. Class A common stock, par value of $0.01 per share (the "Class A Common Stock"), that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per common share as their effect would be anti-dilutive, as in each case their exercise price was in excess of the NYSE closing price of the Class A Common Stock at all times during these periods.

For each of the years ended December 31, 2011, 2010 and 2009, 99,471; 280,877; and 968,156 shares, respectively, of unvested restricted stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per common share as their effect would be anti-dilutive.

The components of basic and diluted earnings per share for each of the years ended December 31, 2011, 2010 and 2009 are as follows:


	Years Ended December 31,
	2011 ^(a)		2010 ⁽ ^b ⁾		2009
	(shares in millions)
Numerator:
Income from continuing operations	$	52.8	$	327.0	$	48.5
Income from discontinued operations		0.6		0.3		0.3

Net income	$	53.4	$	327.3	$	48.8

Denominator:
Weighted average common shares outstanding – Basic		52.17		51.89		51.55
Effect of dilutive restricted stock		0.16		0.41		0.18

Weighted average common shares outstanding – Diluted		52.33		52.30		51.73

Basic earnings per share:
Continuing operations	$	1.01	$	6.30	$	0.94
Discontinued operations		0.01		0.01		0.01

Net income	$	1.02	$	6.31	$	0.95

Diluted earnings per share:
Continuing operations	$	1.01	$	6.25	$	0.94
Discontinued operations		0.01		0.01		0.01

Net income	$	1.02	$	6.26	$	0.94

^(a)

Basic and diluted earnings per share for the year ended December 31, 2011 were favorably impacted by an increase in net income driven by a non-cash benefit of $16.9 million related to the reduction of the Company's deferred tax valuation allowance on its net deferred tax assets for certain jurisdictions outside the U.S. at December 31, 2011 as a result of the Company's improved earnings trends and cumulative taxable income in those jurisdictions (See Note 12, "Income Taxes").

^(b)

Basic and diluted earnings per share for the year ended December 31, 2010 were favorably impacted by an increase in net income driven by a non-cash benefit of $260.6 million related to the Company's net U.S. deferred tax assets at December 31, 2010, recognized through a reduction in the Company's deferred tax valuation allowances as a result of the Company achieving three cumulative years, as well as three consecutive years, of positive U.S. GAAP pre-tax income and taxable income in the U.S., and based upon the Company's then-current expectations for realization of such deferred tax benefits in the U.S. (See Note 12, "Income Taxes").

- Definition

The entire disclosure for earnings per share.

+ References+ Details

Savings Plan, Pension And Post-Retirement Benefits

12 Months Ended

Dec. 31, 2011

Savings Plan, Pension And Post-Retirement Benefits [Abstract]

Savings Plan, Pension And Post-Retirement Benefits

14. SAVINGS PLAN, PENSION AND POST-RETIREMENT BENEFITS

Savings Plan:

The Company offers a qualified defined contribution plan for its U.S.-based employees, the Revlon Employees' Savings, Investment and Profit Sharing Plan (as amended, the "Savings Plan"), which allows eligible participants to contribute up to 25%, and highly compensated participants to contribute up to 6%, of eligible compensation through payroll deductions, subject to certain annual dollar limitations imposed by the Internal Revenue Service. The Company matches employee contributions at fifty cents for each dollar contributed up to the first 6% of eligible compensation (i.e., for a total match of 3% of employee contributions). In 2011, 2010 and 2009, the Company made cash matching contributions to the Savings Plan of $2.4 million, $2.3 million and $2.4 million, respectively.

In May 2009, Products Corporation amended, effective December 31, 2009, its qualified and non-qualified defined contribution savings plans for its U.S.-based employees, creating a new discretionary profit sharing component under such plans that will enable the Company, should it elect to do so, to make discretionary profit sharing contributions. The Company determines in the fourth quarter of each year whether and, if so, to what extent, discretionary profit sharing contributions would be made for the following year. For 2011, the Company made discretionary profit sharing contributions to the Savings Plan of $3.9 million (of which $3.0 million was paid in 2011 and $0.9 million was paid in January 2012), or 3% of eligible compensation, which was credited on a quarterly basis. For 2010, the Company made discretionary profit sharing contributions to the Savings Plan of $6.0 million (of which $4.5 million was paid in 2010 and $1.5 million was paid in January 2011), or 5% of eligible compensation, which was credited on a quarterly basis. In December 2011, the Company determined that the discretionary profit sharing contribution during 2012 would be 3% of eligible compensation, to be credited on a quarterly basis. (The savings plan amendments described above in this Note 14 are hereinafter referred to as the "May 2009 Savings Plan Amendments").

Pension Benefits:

The Company sponsors three qualified defined benefit pension plans covering a substantial portion of the Company's employees in the U.S. The Company also has non-qualified pension plans which provide benefits for certain U.S. and non-U.S. employees, and for U.S. employees in excess of IRS limitations in the U.S. and in certain limited cases contractual benefits for designated officers of the Company. These non-qualified plans are funded from the general assets of the Company.

In May 2009, and effective December 31, 2009, Products Corporation amended its U.S. qualified defined benefit pension plan (the Revlon Employees' Retirement Plan), covering a substantial portion of the Company's employees in the U.S., to cease future benefit accruals under such plan after December 31, 2009. Products Corporation also amended its non-qualified pension plan (the Revlon Pension Equalization Plan) to similarly cease future benefit accruals under such plan after December 31, 2009. In connection with such amendments, no additional benefits have accrued since December 31, 2009, other than interest credits on participant account balances under the cash balance program of the Company's U.S. pension plans. Also, service credits for vesting and early retirement eligibility will continue to accrue in accordance with the terms of the respective plans. (The plan amendments described above in this Note 14 are hereinafter referred to as the "May 2009 Pension Plan Amendments" and, together with the May 2009 Savings Plan Amendments, as the "May 2009 Plan Amendments").

In 2009, the Company recorded an $8.6 million decrease in its pension liabilities which was offset against Accumulated Other Comprehensive Loss as a result of the pension curtailment and the re-measurement of the pension liabilities performed in connection with the May 2009 Pension Plan Amendments and the May 2009 Program (as defined in Note 3, "Restructuring Costs and Other, Net"). The net decrease in pension liabilities was comprised of a non-cash curtailment gain of $9.2 million which was recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss, partially offset by a net increase in pension liabilities of $0.6 million as a result of the re-measurements noted above.

Effective December 31, 2010, Products Corporation amended its Canadian defined benefit pension plan (the Affiliated Revlon Companies Employment Plan) to cease future benefit accruals under such plan after December 31, 2010. In connection with such amendment, in 2010, the Company recorded a $1.1 million decrease in its pension liabilities, which was comprised of a non-cash curtailment gain of $1.1 million recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss.

Other Post-retirement Benefits:

The Company previously sponsored an unfunded retiree benefit plan, which provides death benefits payable to beneficiaries of a very limited number of former employees. Participation in this plan was limited to participants enrolled as of December 31, 1993. The Company also administers an unfunded medical insurance plan on behalf of Revlon Holdings LLC, certain costs of which have been apportioned to Revlon Holdings under the transfer agreements among Revlon, Inc., Products Corporation and MacAndrews & Forbes. (See Note 18, "Related Party Transactions – Transfer Agreements").

The following table provides an aggregate reconciliation of the projected benefit obligations, plan assets, funded status and amounts recognized in the Company's Consolidated Financial Statements related to the Company's significant pension and other post-retirement plans.


	Pension Plans						Other Post-retirement Benefit Plans
	2011			2010			2011			2010
Change in Benefit Obligation:
Benefit obligation – beginning of year	$	(642.3	)	$	(614.5	)	$	(16.1	)	$	(14.8	)
Service cost		(1.2	)		(1.5	)		-			-
Interest cost		(32.4	)		(33.8	)		(0.9	)		(0.9	)
Actuarial loss		(62.0	)		(31.3	)		(0.6	)		(1.1	)
Curtailment gain		-			1.5			-			-
Settlement gain		0.3			-			-			-
Benefits paid		36.8			36.4			0.9			0.9
Currency translation adjustments		0.3			1.1			0.6			(0.2	)
Plan participant contributions		-			(0.2	)		-			-

Benefit obligation – end of year	$	(700.5	)	$	(642.3	)	$	(16.1	)	$	(16.1	)

Change in Plan Assets:
Fair value of plan assets – beginning of year	$	449.5		$	405.6		$	-		$	-
Actual return on plan assets		21.3			56.0			-			-
Employer contributions		30.6			24.9			0.9			0.9
Plan participant contributions		-			0.2			-			-
Benefits paid		(36.8	)		(36.4	)		(0.9	)		(0.9	)
Settlement gain		(0.3	)		-			-			-
Currency translation adjustments		(0.5	)		(0.8	)		-			-

Fair value of plan assets – end of year	$	463.8		$	449.5		$	-		$	-

Unfunded status of plans at December 31,	$	(236.7	)	$	(192.8	)	$	(16.1	)	$	(16.1	)

In respect of the Company's pension plans and other post-retirement benefit plans, amounts recognized in the Company's Consolidated Balance Sheets at December 31, 2011 and 2010 consist of the following:


	Pension Plans						Other Post-retirement Benefit Plans
	December 31,
	2011			2010			2011			2010
Accrued expenses and other	$	(6.5	)	$	(6.4	)	$	(0.8	)	$	(1.0	)
Pension and other post-retirement benefit liabilities		(230.2	)		(186.4	)		(15.3	)		(15.1	)

		(236.7	)		(192.8	)		(16.1	)		(16.1	)


Accumulated other comprehensive loss		250.4			180.1			4.4			4.1
Income tax benefit		(28.0	)		-			(0.2	)		-
Portion allocated to Revlon Holdings LLC		(0.7	)		(0.7	)		(0.2	)		(0.1	)

	$	221.7		$	179.4		$	4.0		$	4.0

With respect to the above accrued expenses and other, the Company has recorded receivables from affiliates of $3.0 million and $2.9 million at December 31, 2011 and 2010, respectively, relating to pension plan liabilities retained by such affiliates.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the Company's pension plans are as follows:


	December 31,
	2011		2010
Projected benefit obligation	$	700.5	$	642.3
Accumulated benefit obligation		698.8		640.6
Fair value of plan assets		463.8		449.5

Net Periodic Benefit Cost:

During 2011, the Company recognized $4.3 million of lower net periodic benefit cost driven primarily by the increase in the fair value of pension plan assets at December 31, 2010.

During 2010, the Company recognized $18.0 million of lower net periodic benefit cost driven primarily by the impact of the May 2009 Plan Amendments which ceased future benefit accruals under the Revlon Employees' Retirement Plan and the Revlon Pension Equalization Plan after December 31, 2009 and which resulted in a change in the amortization period of actuarial gains (losses) from the remaining service period to the remaining life expectancy of plan participants.

The components of net periodic benefit cost for the pension plans and other post-retirement benefit plans are as follows:


	Pension Plans									Other Post-retirement Benefit Plans
	Years Ended December 31,
	2011			2010			2009			2011			2010			2009
Net periodic benefit cost:
Service cost	$	1.2		$	1.5		$	7.6		$	-		$	-		$	-
Interest cost		32.4			33.8			34.8			0.9			0.9			0.9
Expected return on plan assets		(35.0	)		(32.1	)		(27.8	)		-			-			-
Amortization of prior service cost (credit)		0.1			0.1			(0.1	)		-			-			-
Amortization of actuarial loss		5.3			5.1			12.8			0.3			0.2			0.1
Curtailment gain		-			-			(0.8	)		-			-			-

		4.0			8.4			26.5			1.2			1.1			1.0
Portion allocated to Revlon Holdings LLC		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)

	$	3.9		$	8.3		$	26.4		$	1.1		$	1.0		$	0.9

Amounts recognized in accumulated other comprehensive loss at December 31, 2011 in respect of the Company's pension plans and other post-retirement plans, which have not yet been recognized as a component of net periodic benefit cost, are as follows:


	Pension Benefits			Post-retirement Benefits			Total
Net actuarial loss	$	250.3		$	4.4		$	254.7
Prior service cost		0.1			-			0.1

		250.4			4.4			254.8
Income tax benefit		(28.0	)		(0.2	)		(28.2	)
Portion allocated to Revlon Holdings LLC		(0.7	)		(0.2	)		(0.9	)

	$	221.7		$	4.0		$	225.7

The total actuarial losses and prior service costs in respect of the Company's pension plans and other post-retirement plans included in accumulated other comprehensive loss at December 31, 2011 and expected to be recognized in net periodic benefit cost during the fiscal year ended December 31, 2012, is $7.9 million and $0.3 million, respectively.

Pension Plan Assumptions:

The following weighted-average assumptions were used to determine the Company's projected benefit obligation of the Company's U.S. and International pension plans at the end of the respective years:


	U.S. Plans						International Plans
	2011			2010			2011			2010
Discount rate		4.38	%		5.17	%		4.77	%		5.32	%
Rate of future compensation increases		3.50			3.50			3.05			3.53

The following weighted-average assumptions were used to determine the Company's net periodic benefit cost of the Company's U.S. and International pension plans during the respective years:


	U.S. Plans									International Plans
	2011			2010			2009			2011			2010			2009
Discount rate		5.17	%		5.68	%		6.35	%		5.32	%		5.63	%		6.40	%
Expected long-term return on plan assets		8.00			8.25			8.25			6.25			6.50			6.50
Rate of future compensation increases		3.50			3.50			4.00			3.53			4.39			4.00

The 4.38% weighted-average discount rate used to determine the Company's projected benefit obligation of the Company's U.S. plans at the end of 2011 was derived by reference to appropriate benchmark yields on high quality corporate bonds, with terms which approximate the duration of the benefit payments and the relevant benchmark bond indices considering the individual plan's characteristics. The rate selected approximates the rate at which the Company believes the U.S. pension benefits could have been effectively settled. The discount rates used to determine the Company's projected benefit obligation of the Company's primary international plans at the end of 2011 were derived from similar local studies, in conjunction with local actuarial consultants and asset managers.

During the first quarter of each year, the Company selects an expected long-term rate of return on its pension plan assets. The Company considers a number of factors to determine its expected long-term rate of return on plan assets assumption, including, without limitation, recent and historical performance of plan assets, asset allocation and other third-party studies and surveys. The Company considered the pension plan portfolios' asset allocations over a variety of time periods and compared them with third-party studies and reviewed the performance of the capital markets in recent years and other factors and advice from various third parties, such as the pension plans' advisors, investment managers and actuaries. While the Company considered both the recent performance and the historical performance of pension plan assets, the Company's assumptions are based primarily on its estimates of long-term, prospective rates of return. Using the aforementioned methodologies, the Company selected an 8.00% and 6.25% long-term rate of return on plan assets assumption during 2011 for the U.S and International pension plans, respectively. Differences between actual and expected asset returns are recognized in the net periodic benefit cost over the remaining service period of the active participating employees.

The rate of future compensation increases is an assumption used by the actuarial consultants for pension accounting and is determined based on the Company's current expectation for such increases.

Investment Policy:

The Investment Committee for the Company's U.S. pension plans (the "Investment Committee") has adopted (and revises from time to time) an investment policy for the U.S. pension plans with the objective of meeting or exceeding, over time, the expected long-term rate of return on plan assets assumption, weighed against a reasonable risk level. In connection with this objective, the Investment Committee retains professional investment managers that invest plan assets in the following asset classes: common and preferred stock, mutual funds, fixed income securities, common and collective funds, hedge funds, group annuity contracts and cash and other investments. The Company's international plans follow a similar methodology in conjunction with local actuarial consultants and asset managers.

The investment policy adopted by the Investment Committee provides for investments in a broad range of publicly-traded securities, among other things. The investments are in domestic and international stocks, ranging from small to large capitalization stocks, debt securities ranging from domestic and international treasury issues, corporate debt securities, mortgages and asset-backed issues. Other investments may include cash and cash equivalents and hedge funds. The investment policy also allows for private equity, not covered in investments described above, provided that such investment is approved by the Investment Committee prior to their selection. Also, global balanced strategies are utilized to provide for investments in a broad range of publicly traded stocks and bonds in both domestic and international markets as described above. In addition, the global balanced strategies can include commodities, provided that such investments are approved by the Investment Committee prior to their selection.

The Investment Committee's investment policy does not allow the use of derivatives for speculative purposes, but such policy does allow its investment managers to use derivatives for the purpose of reducing risk exposures or to replicate exposures of a particular asset class.

The Company's U.S. and international pension plans have target ranges which are intended to be flexible guidelines for allocating the plans' assets among various classes of assets. These target ranges are reviewed periodically and considered for readjustment when an asset class weighting is outside of its target range (recognizing that these are flexible target ranges that may vary from time to time) with the objective of achieving the expected long-term rate of return on plan assets assumption, weighed against a reasonable risk level. The target ranges per asset class are as follows:


	Target Ranges
	U.S. Plans	International Plans
Asset Class:
Common and preferred stock	0% - 10%		-
Mutual funds	20% - 30%		-
Fixed income securities	20% - 30%		-
Common and collective funds	25% - 35%		100	%
Hedge funds	0% - 15%		-
Group annuity contract	0% - 5%		-
Cash and other investments	0% - 10%		-

Fair Value of Pension Plan Assets:

The following table presents information on the fair value of the U.S. and international pension plan assets at December 31, 2011 and 2010:


	U.S. Plans				International Plans
	2011		2010		2011		2010
Fair value of plan assets	$	413.7	$	403.2	$	50.1	$	46.3

The Company determines the fair values of the Company's U.S. and international pension plan assets as follows:

•

Common and preferred stock: The fair values of the investments included in the common and preferred stock asset class generally reflect the closing price reported on the major market where the individual securities are traded. The Company classifies common and preferred stock investments within Level 1 of the fair value hierarchy.

•

Mutual funds: The fair values of the investments included in the mutual funds asset class are determined using net asset value ("NAV") provided by the administrator of the funds. The NAV is based on the closing price reported on the major market where the individual securities within the mutual fund are traded. The Company classifies mutual fund investments within Level 1 of the fair value hierarchy.

•

Fixed income securities: The fair values of the investments included in the fixed income securities asset class are based on a compilation of primarily observable market information and/or broker quotes. The Company classifies fixed income securities investments primarily within Level 2 of the fair value hierarchy.

•

Common and collective funds: The fair values of the investments included in the common and collective funds asset class are determined using NAV provided by the administrator of the funds. The NAV is based on the value of the underlying assets owned by the common and collective funds, minus its liabilities, and then divided by the number of shares outstanding. The Company classifies common and collective fund investments within Level 2 of the fair value hierarchy.

•

Hedge funds: The hedge fund asset class includes hedge funds that primarily invest in a grouping of equities, fixed income instruments, currencies, derivatives and/or commodities. The fair value of investments included in the hedge funds class are determined using NAV provided by the administrator of the funds. The NAV is based on securities listed or quoted on a national securities exchange or market, or traded in the over-the-counter market, and is valued at the closing quotation posted by that exchange or trading system. Securities not listed or quoted on a national securities exchange or market are valued primarily through observable market information or broker quotes. The hedge fund investments generally can be sold on a quarterly or monthly basis and may employ leverage. The Company classifies hedge fund investments within Level 2 and Level 3 of the fair value hierarchy.

•

Group annuity contract: The group annuity contract asset class primarily invests in equities, corporate bonds and government bonds. The fair value of securities listed or quoted on a national securities exchange or market, or traded in the over-the-counter market, are valued at the closing quotation posted by that exchange or trading system. Securities not listed or quoted on a national securities exchange or market are valued primarily through observable market information or broker quotes. The Company classifies group annuity contract investments within Level 2 of the fair value hierarchy.

•

Cash and cash equivalents: Cash and cash equivalents are measured at cost, which approximates fair value. The Company classifies cash and cash equivalents within Level 1 of the fair value hierarchy.

The fair values of the U.S. and International pension plan assets at December 31, 2011, by asset categories were as follows:


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common and Preferred Stock:
U.S. small/mid cap equity	$	15.7	$	15.7	$	-	$	-
Mutual Funds⁽ ^a ⁾:
Corporate bonds		23.1		23.1		-		-
Government bonds		10.1		10.1		-		-
U.S. large cap equity		53.9		53.9		-		-
International equities		1.6		1.6		-		-
Emerging markets international equity		3.8		3.8		-		-
Other		3.7		3.7		-		-
Fixed Income Securities:
Corporate bonds		86.1		-		86.1		-
Government bonds		30.4		-		30.4		-
Common and Collective Funds⁽ ^a ⁾ :
Corporate bonds		31.7		-		31.7		-
Government bonds		28.5		-		28.5		-
U.S. large cap equity		18.7		-		18.7		-
U.S. small/mid cap equity		14.5		-		14.5		-
International equities		64.3		-		64.3		-
Emerging markets international equity		15.2		-		15.2		-
Cash and cash equivalents		0.8		-		0.8		-
Other		4.5		-		4.5		-
Hedge Funds⁽ ^a ⁾:
Government bonds		23.9		-		23.9		-
U.S. large cap equity		1.9		-		1.9		-
International equities		3.5		-		3.5		-
Foreign exchange contracts		5.0		-		5.0		-
Cash and cash equivalents		0.7		0.7		-		-
Other		4.3		-		4.3		-
Group Annuity Contract		2.1		-		2.1		-
Cash and Cash Equivalents		15.8		15.8		-		-

Fair value of plan assets at December 31, 2011	$	463.8	$	128.4	$	335.4	$	-

^(a ⁾

The investments in mutual funds, common and collective funds and hedge funds are disclosed above within the respective underlying investments' class (i.e., various equities, corporate bonds, government bonds, etc.), while the fair value hierarchy levels of the investments are based on the Company's direct ownership unit of account.

The fair values of the U.S. and International pension plan assets at December 31, 2010, by asset categories were as follows:


	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Common and Preferred Stock:
U.S. small/mid cap equity	$	20.4		$	20.4	$	-		$	-
Mutual Funds⁽ ^a ⁾:
Corporate bonds		23.1			23.1		-			-
Government bonds		2.8			2.8		-			-
U.S. large cap equity		64.9			64.9		-			-
International equities		0.8			0.8		-			-
Emerging markets international equity		2.8			2.8		-			-
Cash and cash equivalents		4.9			4.9		-			-
Other		2.8			2.8		-			-
Fixed Income Securities:
Corporate bonds		84.3			-		84.2			0.1
Government bonds		12.7			-		12.7			-
Common and Collective Funds⁽ ^a ⁾:
Corporate bonds		32.8			-		32.8			-
Government bonds		19.6			-		19.6			-
U.S. large cap equity		16.9			-		16.9			-
U.S. small/mid cap equity		17.4			-		17.4			-
International equities		65.1			-		65.1			-
Emerging markets international equity		18.8			-		18.8			-
Other		1.8			-		1.8			-
Hedge Funds⁽ ^a ⁾:
Government bonds		(2.8	)		-		(2.8	)		-
U.S. large cap equity		6.9			-		2.5			4.4
U.S. small/mid cap equity		5.4			-		-			5.4
International equities		5.0			-		1.9			3.1
Foreign exchange contracts		23.7			-		23.7			-
Other		6.8			-		6.3			0.5
Group Annuity Contract		2.1			-		2.1			-
Cash and Cash Equivalents		10.5			10.5		-			-

Fair value of plan assets at December 31, 2010	$	449.5		$	133.0	$	303.0		$	13.5

^(a ⁾

The following table sets forth a summary of changes in the fair values of the U.S. and International pension plans' Level 3 assets at December 31, 2011:


	Total			Fixed Income Securities			Hedge Funds
Balance, January 1, 2010	$	13.5		$	-		$	13.5
Actual return on plan assets still held at end of year		(0.1	)		-			(0.1	)
Purchases, sales, and settlements		0.1			0.1			-

Balance, December 31, 2010	$	13.5		$	0.1		$	13.4
Actual return on plan assets sold during the year		(0.1	)		-			(0.1	)
Transfer to Level 1		(0.7	)		-			(0.7	)
Purchases, sales, and settlements		(12.7	)		(0.1	)		(12.6	)

Balance, December 31, 2011	$	-		$	-		$	-

Contributions:

The Company's intent is to fund at least the minimum contributions required to meet applicable federal employee benefit and local laws, or to directly pay benefit payments where appropriate. During 2011, the Company contributed $30.6 million to its pension plans and $0.9 million to its other post-retirement benefit plans. During 2012, the Company expects to contribute approximately $35 million to its pension and other post-retirement benefit plans.

Estimated Future Benefit Payments:

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid out of the Company's pension and other post-retirement benefit plans:


	Total Pension Benefits		Total Other Benefits
2012	$	40.0	$	1.3
2013		41.0		1.3
2014		42.0		1.3
2015		42.9		1.3
2016		43.5		1.3
Years 2017 to 2020		228.0		6.2

Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

15. STOCKHOLDERS' EQUITY

Information about the Company's common and treasury stock issued and/or outstanding is as follows:


	Common Stock					Treasury Stock
	Class A			Class B		Treasury Stock
Balance, January 1, 2009		50,150,355			3,125,000		256,453
Restricted stock grants		33,500			-		-
Cancellation of restricted stock		(162,792	)		-		-
Withholding of restricted stock to satisfy taxes		-			-		129,224

Balance, December 31, 2009		50,021,063			3,125,000		385,677
Cancellation of restricted stock		(20,566	)		-		-
Withholding of restricted stock to satisfy taxes		-			-		147,161

Balance, December 31, 2010		50,000,497			3,125,000		532,838
Cancellation of restricted stock		(13,846	)		-		-
Withholding of restricted stock to satisfy taxes		-			-		138,433

Balance, December 31, 2011		49,986,651			3,125,000		671,271

Common Stock

As of December 31, 2011, the Company's authorized common stock consisted of 900 million shares of Class A Common Stock and 200 million shares of Class B common stock, par value $0.01 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock"). In October 2009, Revlon, Inc, amended its certificate of incorporation to (1) clarify that the provision requiring that holders of its Class A Common Stock and holders of its Class B Common Stock receive the same consideration in certain business combinations shall only apply in connection with transactions involving third parties and (2) increase the number of Revlon, Inc.'s authorized shares of preferred stock from 20 million to 50 million and, accordingly, to increase the number of Revlon, Inc.'s authorized shares of capital stock from 1,120 million to 1,150 million. The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters, except as otherwise required by law, with each share of Class A Common Stock entitling its holder to one vote and each share of the Class B Common Stock entitling its holder to ten votes. All of the shares of Class B Common Stock are owned by REV Holdings LLC, a wholly-owned subsidiary of MacAndrews & Forbes. The holders of the Company's two classes of Common Stock are entitled to share equally in the earnings of the Company from dividends, when and if declared by Revlon, Inc.'s Board of Directors. Each outstanding share of Class B Common Stock is convertible into one share of Class A Common Stock.

On October 8, 2009, Revlon, Inc. consummated the 2009 Exchange Offer in which each issued and outstanding share of Revlon, Inc.'s Class A Common Stock was exchangeable on a one-for-one basis for the Preferred Stock. Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Preferred Stock in exchange for the same number of shares of Class A Common Stock tendered for exchange in the 2009 Exchange Offer. The Class A Common Stock tendered in the 2009 Exchange Offer represented approximately 46% of the shares of Class A Common Stock held by stockholders other than MacAndrews & Forbes and its affiliates. Each share of Preferred Stock has the same voting rights as a share of Class A Common Stock, except with respect to certain mergers. In connection with consummating the 2009 Exchange Offer, Revlon, Inc. issued to MacAndrews & Forbes 9,336,905 shares of Class A Common Stock at a ratio of one share of Class A Common Stock for each $5.21 of outstanding principal amount of the Senior Subordinated Term Loan contributed by MacAndrews & Forbes to Revlon, Inc. (See Note 9, "Long-Term Debt and Redeemable Preferred Stock").

As of December 31, 2011, MacAndrews & Forbes beneficially owned approximately 77% of Revlon, Inc.'s Class A Common Stock, 100% of Revlon, Inc.'s Class B Common Stock, together representing approximately 78% of Revlon, Inc.'s outstanding shares of Common Stock, and beneficially owned approximately 66% of the combined Revlon, Inc. Class A Common Stock, Class B Common Stock and Preferred Stock (representing approximately 77% of the combined voting power of Revlon, Inc.'s Class A Common Stock, Class B Common Stock and Preferred Stock).

Treasury Stock

Pursuant to the share withholding provisions of the Stock Plan, during 2011, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized the withholding of 52,138, 82,174 and 4,121 shares of Revlon, Inc. Class A Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting events on January 2, January 10 and July 2, 2011 respectively. These shares were recorded as treasury stock using the cost method, at $9.84, $9.85, and $17.27 based on the NYSE closing price per share on the applicable vesting dates, for a total of $1.4 million.

Pursuant to the share withholding provisions of the Stock Plan, during 2010, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized the withholding of 55,159, 87,881 and 4,121 shares of Revlon, Inc. Class A Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting events on January 2, January 10, and July 2, 2010 respectively. These shares were recorded as treasury stock using the cost method, at $17.01, $17.02 and $10.79 per share, respectively, the NYSE closing price per share on the applicable vesting dates, for a total of $2.5 million.

Pursuant to the share withholding provisions of the Stock Plan, during 2009, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized the withholding of 84,623, 313, 21,260 and 23,028 shares of Revlon, Inc. Class A Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting events on January 2, May 5, July 2 and November 16, 2009, respectively. These shares were recorded as treasury stock using the cost method, at $7.14, $5.21, $5.22 and $16.90 per share, respectively, the NYSE closing price per share on the applicable vesting dates, for a total of $1.1 million.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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-URI http://asc.fasb.org/extlink&oid=6521494

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-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section E

+ Details

Stock Compensation Plan

12 Months Ended

Dec. 31, 2011

Stock Compensation Plan [Abstract]

Stock Compensation Plan

16. STOCK COMPENSATION PLAN

Revlon, Inc. maintains the the Stock Plan, which provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units to eligible employees and directors of Revlon, Inc. and its affiliates, including Products Corporation.

Stock options:

Non-qualified stock options granted under the Stock Plan are granted at prices that equal or exceed the fair market value of Class A Common Stock on the grant date and have a term of 7 years (option grants under the Stock Plan prior to June 4, 2004 have a term of 10 years). Option grants generally vest over service periods that range from 1 year to 4 years.

Total net stock option compensation expense includes amounts attributable to the granting of, and the remaining requisite service period of, stock options issued under the Stock Plan, which awards were unvested at January 1, 2006 or granted on or after such date. Net stock option compensation expense was nil for both the years ended December 31, 2011 and 2010 and was $0.2 million, or $0.01 per share for both basic and diluted earnings per share, for the year ended December 31, 2009. As of December 31, 2011, there was no remaining unrecognized stock option compensation expense as all stock options were fully vested as of December 31, 2009.

At December 31, 2011, 2010 and 2009 there were 264,509; 987,886; and 1,231,337 stock options exercisable under the Stock Plan, respectively.

A summary of stock option activity for the years ended December 31, 2011, 2010 and 2009 is presented below:


	Stock Options (000's)		Weighted Average Exercise Price
Outstanding at January 1, 2009		1,405.5	$	36.76
Forfeited and expired		(174.2)		62.14

Outstanding at December 31, 2009		1,231.3		33.17
Forfeited and expired		(243.4)		39.22

Outstanding at December 31, 2010		987.9		31.68
Forfeited and expired		(723.4)		31.92

Outstanding at December 31, 2011		264.5		31.02

The following table summarizes significant ranges of the Stock Plan's stock options outstanding and exercisable at December 31, 2011:


	Outstanding and Exercisable
Range of Exercise Prices	Number of Options (000's)		Weighted Average Years Remaining		Weighted Average Exercise Price		Aggregate Intrinsic Value
$25.50 to $30.00		160,512		0.28	$	25.61		-
30.01 to 62.50		103,997		0.73		39.37		-

25.50 to 62.50		264,509		0.46		31.02		-

Restricted stock awards and restricted stock units:

The Stock Plan allows for awards of restricted stock and restricted stock units to employees and directors of Revlon, Inc. and its affiliates, including Products Corporation. The restricted stock awards granted under the Stock Plan vest over service periods that generally range from 1.5 years to 3 years. There were no restricted stock awards granted in 2011 or 2010. In 2009, Revlon, Inc. granted 33,500 shares of restricted stock and restricted stock units under the Stock Plan with a weighted average fair value per unit of $4.39, based on the market price of Class A Common Stock on each grant date. At December 31, 2011, 2010 and 2009 there were 257,372, 690,689 and 1,141,428 shares, respectively, of restricted stock and restricted stock units outstanding and unvested under the Stock Plan.

A summary of the restricted stock and restricted stock units activity for the years ended December 31, 2011, 2010 and 2009 is presented below:


	Restricted Stock (000's)			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2009		1,643.7		$	9.65
Granted		33.5			4.39
Vested ^(a)		(373.0	)		13.13
Forfeited		(162.8	)		8.83

Outstanding at December 31, 2009		1,141.4			8.48
Vested ^(a)		(430.2	)		8.94
Forfeited		(20.5	)		8.13

Outstanding at December 31, 2010		690.7			8.20
Vested ^(a)		(419.5	)		8.95
Forfeited		(13.8	)		7.15

Outstanding at December 31, 2011		257.4			7.04

^(a)

Of the amounts vested during 2011, 2010 and 2009, 138,433; 147,161; and 129,224 shares, respectively, were withheld by the Company to satisfy certain grantees' minimum withholding tax requirements, which withheld shares became Revlon, Inc. treasury stock and are not sold on the open market. (See discussion under "Treasury Stock" in Note 15, "Stockholders' Equity").

The Company recognizes non-cash compensation expense related to restricted stock awards and restricted stock units under the Stock Plan using the straight-line method over the remaining service period. The Company recorded compensation expense related to restricted stock awards under the Stock Plan of $1.9 million, $3.6 million and $5.4 million during 2011, 2010 and 2009, respectively. The deferred stock-based compensation related to restricted stock awards is $0.3 million and $2.2 million at December 31, 2011 and 2010, respectively. The deferred stock-based compensation related to restricted stock awards is expected to be recognized over a weighted-average period of 0.07 years. The total fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2011 and 2010 was $4.2 million and $7.2 million, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 123R

-Paragraph 64, 65, A240

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Name Statement of Position (SOP)

-Number 93-6

-Paragraph 53

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+ Details

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2011

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

17. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss during 2011, 2010 and 2009, respectively, are as follows:


	Foreign Currency Translation			Actuarial (Loss) Gain on Post- retirement Benefits			Prior Service Cost on Post- retirement Benefits			Deferred Loss - Hedging			Accumulated Other Comprehensive Loss
Balance January 1, 2009	$	15.9		$	(194.4	)	$	0.8		$	(5.4	)	$	(183.1	)
Unrealized gains (losses) ⁽ ^a)		9.8			-			-			(1.3	)		8.5
Reclassifications into net income ⁽ ^a)					-			-			5.0			5.0
Amortization of pension related costs ⁽ ^b ⁾ ⁽ ^c ⁾		-			12.9			(0.9	)		-			12.0
Pension re-measurement ⁽ ^d)		-			(9.3	)		(0.2	)		-			(9.5	)
Pension curtailment gain ⁽ ^d)		-			9.2			-			-			9.2

Balance December 31, 2009		25.7			(181.6	)		(0.3	)		(1.7	)		(157.9	)
Unrealized gains (losses)		7.4			-			-			-			7.4
Reclassifications into net income ⁽ ^e)		-			-			-			1.7			1.7
Amortization of pension related costs ^(b)		-			5.3			0.1			-			5.4
Pension re-measurement		-			(8.4	)		-			-			(8.4	)
Pension curtailment gain ⁽ ^f)		-			1.5			-			-			1.5

Balance December 31, 2010		33.1			(183.2	)		(0.2	)		-			(150.3	)
Unrealized gains (losses), net of tax of $1.8 million		(8.3	)		-			-			-			(8.3	)
Amortization of pension related costs, net of tax of $2 million⁽ ^b ⁾		-			3.5			0.1			-			3.6
Pension re-measurement, net of tax of $30.1 million		-			(45.9	)		-			-			(45.9	)

Balance December 31, 2011	$	24.8		$	(225.6	)	$	(0.1	)	$	-		$	(200.9	)

⁽ ^a ⁾

Amounts related to "Deferred Loss – Hedging" in 2009 represent (1) the change in net unrealized losses of $1.3 million primarily on the 2008 Interest Rate Swap (see Note 11, "Financial Instruments") and (2) the reversal of $5.0 million recorded in Accumulated Other Comprehensive Loss, which consists of net settlement receipts of $0.8 million related to a 2007 interest rate swap which expired in September 2009 and net settlement payments of $5.8 million on the 2008 Interest Rate Swap.

⁽ ^b ⁾

Amounts represent the change in Accumulated Other Comprehensive Loss as a result of the amortization of unrecognized prior service costs and actuarial losses (gains) arising during each year related to the Company's pension and other post-retirement plans. (See Note 14, "Savings Plan, Pension and Post-retirement Benefits").

^(c)

The amortization of pension related costs of $12.0 million recorded in Accumulated Other Comprehensive Loss in 2009 includes a non-cash curtailment gain of $0.8 million recognized in earnings related to the recognition of previously unrecognized prior service costs resulting from the May 2009 Pension Plan Amendments.

^(d)

The $9.5 million increase in pension liabilities recorded within Accumulated Other Comprehensive Loss in 2009 is the result of the re-measurement of the pension liabilities, primarily in connection with the May 2009 Pension Plan Amendments and the May 2009 Program. In connection with the May 2009 Pension Plan Amendments, the Company also recognized a curtailment gain of $9.2 million, which reduced its pension liability and was recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss. (See Note 14, "Savings Plan, Pension and Post-retirement Benefits").

^(e)

Amounts related to "Deferred Loss – Hedging" in 2010 represent (1) the reclassification of an unrecognized loss of $0.8 million on the 2008 Interest Rate Swap prior to its expiration in April 2010 from Accumulated Other Comprehensive Loss into earnings due to the discontinuance of hedge accounting as a result of the 2010 Refinancing (see Note 9, "Long-Term Debt and Redeemable Preferred Stock") and (2) the reversal of amounts recorded in Accumulated Other Comprehensive Loss pertaining to the net settlement payment of $0.9 million on the 2008 Interest Rate Swap.

^(f)

The Company recognized a $1.5 million curtailment gain in 2010, primarily in connection with the amendments to its Canadian defined benefit pension plan in 2010, which reduced pension liability and was recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss. (See Note 14, "Savings Plan, Pension and Post-retirement Benefits").

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

18. RELATED PARTY TRANSACTIONS

As of December 31, 2011, MacAndrews & Forbes beneficially owned shares of Revlon, Inc.'s Class A Common Stock and Class B Common Stock having approximately 77% of the combined voting power of all of Revlon, Inc.'s outstanding shares of Common Stock and Preferred Stock. As a result, MacAndrews & Forbes is able to elect Revlon, Inc.'s entire Board of Directors and control the vote on all matters submitted to a vote of Revlon, Inc.'s stockholders. MacAndrews & Forbes is wholly-owned by Ronald O. Perelman, Chairman of Revlon, Inc.'s Board of Directors.

Transfer Agreements

In June 1992, Revlon, Inc. and Products Corporation entered into an asset transfer agreement with Revlon Holdings LLC, a Delaware limited liability company and formerly a Delaware corporation known as Revlon Holdings Inc. ("Revlon Holdings"), and which is an affiliate and an indirect wholly-owned subsidiary of MacAndrews & Forbes, and certain of Revlon Holdings' wholly-owned subsidiaries. Revlon, Inc. and Products Corporation also entered into a real property asset transfer agreement with Revlon Holdings. Pursuant to such agreements, on June 24, 1992, Revlon Holdings transferred certain assets to Products Corporation and Products Corporation assumed all of the liabilities of Revlon Holdings, other than certain specifically excluded assets and liabilities (the liabilities excluded are referred to as the "Excluded Liabilities"). Certain consumer products lines sold in demonstrator-assisted distribution channels considered not integral to the Company's business and that historically had not been profitable and certain other assets and liabilities were retained by Revlon Holdings. Revlon Holdings agreed to indemnify Revlon, Inc. and Products Corporation against losses arising from the Excluded Liabilities, and Revlon, Inc. and Products Corporation agreed to indemnify Revlon Holdings against losses arising from the liabilities assumed by Products Corporation. The amounts reimbursed by Revlon Holdings to Products Corporation for the Excluded Liabilities was $0.3 million for each of 2011, 2010 and 2009.

Reimbursement Agreements

Revlon, Inc., Products Corporation and MacAndrews & Forbes Inc. (a wholly-owned subsidiary of MacAndrews & Forbes Holdings) have entered into reimbursement agreements (the "Reimbursement Agreements") pursuant to which (i) MacAndrews & Forbes Inc. is obligated to provide (directly or through its affiliates) certain professional and administrative services, including, without limitation, employees, to Revlon, Inc. and its subsidiaries, including, without limitation, Products Corporation, and to purchase services from third party providers, such as insurance, legal, accounting and air transportation services, on behalf of Revlon, Inc. and its subsidiaries, including Products Corporation, to the extent requested by Products Corporation, and (ii) Products Corporation is obligated to provide certain professional and administrative services, including, without limitation, employees, to MacAndrews & Forbes and purchase services from third party providers, such as insurance, legal and accounting services, on behalf of MacAndrews & Forbes to the extent requested by MacAndrews & Forbes, provided that in each case the performance of such services does not cause an unreasonable burden to MacAndrews & Forbes or Products Corporation, as the case may be.

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

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

Revlon, Inc. and Products Corporation participate in MacAndrews & Forbes' directors and officers liability insurance program, as well as its other insurance coverages, such as property damage, business interruption, liability and other coverages, which cover Revlon, Inc. and Products Corporation, as well as MacAndrews & Forbes. The limits of coverage for certain of the policies are available on an aggregate basis for losses to any or all of the participating companies and their respective directors and officers. Revlon, Inc. and Products Corporation reimburse MacAndrews & Forbes from time to time for their allocable portion of the premiums for such coverage or Revlon, Inc. and/or Products Corporation pay the insurers directly, which premiums the Company believes are more favorable than the premiums the Company would pay were it to secure stand-alone coverage. Any amounts paid by Revlon, Inc. and Products Corporation directly to MacAndrews & Forbes in respect of premiums are included in the amounts paid under the Reimbursement Agreements. The net amounts reimbursable from (payable to) MacAndrews & Forbes to (from) Products Corporation for the services provided under the Reimbursement Agreements for 2011, 2010 and 2009 were $(0.5) million, $0.1 million and nil, respectively.

Tax Sharing Agreements

As a result of a debt-for-equity exchange transaction completed in March 2004 (the "2004 Revlon Exchange Transactions"), as of March 25, 2004, Revlon, Inc., Products Corporation and their U.S. subsidiaries were no longer included in the MacAndrews & Forbes Group for U.S. federal income tax purposes. See Note 12, "Income Taxes," for further discussion on these agreements and related transactions in 2011, 2010 and 2009.

Registration Rights Agreement

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

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

Senior Subordinated Term Loan

For a description of transactions with MacAndrews & Forbes in 2009 in connection with the Senior Subordinated Term Loan, including, without limitation, the extension of the maturity date and the change in the annual interest rate on the Contributed Loan and the Non-Contributed Loan portions of the Senior Subordinated Term Loan and other related transactions in connection with the closing of the 2009 Exchange Offer, see Note 9, "Long-Term Debt and Redeemable Preferred Stock – Senior Subordinated Term Loan Agreement and – Redeemable Preferred Stock."

Contribution and Stockholders Agreement

In connection with consummating the 2009 Exchange Offer, Revlon, Inc. and MacAndrews & Forbes entered into a Contribution and Stockholder Agreement (as amended, the "Contribution and Stockholder Agreement"), pursuant to which through October 8, 2013:

•

During any period in which Revlon, Inc. may not be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, Revlon, Inc. will file or furnish, as appropriate, with the SEC on a voluntary basis all periodic and other reports that are required of a company that is subject to such reporting requirements;

•

Revlon, Inc. will maintain a majority of independent directors on its Board of Directors, each of whom meets the "independence" criteria as set forth in Section 303A.02 of the NYSE Listed Company Manual, as it currently does; and

•

Revlon, Inc. will not engage in any transaction with any affiliate, other than Revlon, Inc.'s subsidiaries, or with any legal or beneficial owner of 10% or more of the voting power of Revlon, Inc.'s voting stock, unless (i) any such transaction or series of related transactions involving aggregate payments or other consideration in excess of $5 million has been approved by all of Revlon, Inc.'s independent directors and (ii) any such transaction or series of related transactions involving aggregate payments or other consideration in excess of $20 million has been determined, in the written opinion of a nationally recognized investment banking firm, to be fair, from a financial point of view, to Revlon, Inc., and in each case subject to certain exceptions.

MacAndrews & Forbes agreed that it will not complete certain short-form mergers under Section 253 of the DGCL unless either (i) such transaction has been approved in advance by a majority of the independent directors of Revlon, Inc.'s Board of Directors, as well as satisfying certain other conditions; or (ii) the short-form merger is preceded by a "qualifying tender offer" (as defined in the Contribution and Stockholder Agreement) for the shares of Class A Common Stock held by persons other than MacAndrews & Forbes, subject to certain other conditions. In any such merger, the holders of Preferred Stock would retain their shares of Preferred Stock, or receive shares of preferred stock in the surviving corporation of such merger with terms identical to, or no less favorable than, the terms of the Preferred Stock (with, for the avoidance of doubt, the same terms as though issued on the date of original issuance of the Preferred Stock).

Fidelity Stockholders Agreement

In connection with the 2004 Revlon Exchange Transactions, Revlon, Inc. and Fidelity Management & Research Co. ("Fidelity"), a wholly-owned subsidiary of FMR LLC ("FMR"), entered into a stockholders agreement (the "Fidelity Stockholders Agreement") pursuant to which, among other things, Revlon, Inc. (i) agreed to continue to maintain a majority of independent directors (as defined by NYSE listing standards) on its Board of Directors, as it currently does; (ii) established and maintains its Nominating and Corporate Governance Committee of the Board of Directors; and (iii) agreed to certain restrictions with respect to its conducting any business or entering into any transactions or series of related transactions with any of its affiliates, any holders of 10% or more of the outstanding voting stock or any affiliates of such holders (in each case, other than its subsidiaries). The Fidelity Stockholders Agreement terminates, by its terms, when Fidelity ceases to be the beneficial holder of at least 5% of Revlon, Inc.'s outstanding voting stock.

In November 2009, affiliates of Fidelity filed a Schedule 13G/A with the SEC disclosing that they ceased to own any shares of Class A Common Stock. In 2010, Fidelity advised the Company that, as of the April 8, 2010 record date for Revlon, Inc.'s 2010 Annual Stockholders' Meeting, FMR (singly or together with other affiliates of Fidelity) owned 8,233,526 shares of Revlon, Inc.'s outstanding Class A common stock and Revlon, Inc.'s Series A preferred stock, in the aggregate, representing approximately 9.2% of Revlon, Inc.'s issued and outstanding shares of voting capital stock at such date. Subsequently, however, Fidelity filed a Schedule 13F with the SEC on February 14, 2012, indicating that it owned 1,013,000 shares of Class A Common Stock as of December 31, 2011. The Company does not know how many shares of Class A Preferred Stock Fidelity may own, and there is no public record of such ownership.

Other

Pursuant to a lease dated April 2, 1993 (the "Edison Lease"), Revlon Holdings leased to Products Corporation the Edison, N.J. research and development facility for a term of up to 10 years with an annual rent of $1.4 million and certain shared operating expenses payable by Products Corporation which, together with the annual rent, were not to exceed $2.0 million per year. In August 1998, Revlon Holdings sold the Edison facility to an unrelated third party, which assumed substantially all liability for environmental claims and compliance costs relating to the Edison facility, and in connection with such sale Products Corporation terminated the Edison Lease and entered into a new lease with the new owner. Revlon Holdings agreed to indemnify Products Corporation through September 1, 2013 (the original term of the new lease) to the extent that rent under the new lease exceeds the rent that would have been payable under the terminated Edison Lease had it not been terminated. Effective October 2010, Products Corporation entered into a renewal of the lease with the owner through September 2025. The Revlon Holdings indemnification obligation will terminate on September 1, 2013. The net amounts reimbursed by Revlon Holdings to Products Corporation with respect to the Edison facility for 2011, 2010 and 2009 were $0.1 million, $0.3 million and $0.4 million, respectively.

Certain of Products Corporation's debt obligations, including the 2011 Credit Agreements and Products Corporation's 9³/4% Senior Secured Notes, have been, and may in the future be, supported by, among other things, guarantees from Revlon, Inc. and, subject to certain limited exceptions, all of the domestic subsidiaries of Products Corporation. The obligations under such guarantees are secured by, among other things, the capital stock of Products Corporation and, subject to certain limited exceptions, the capital stock of all of Products Corporation's domestic subsidiaries and 66% of the capital stock of Products Corporation's and its domestic subsidiaries' first-tier foreign subsidiaries.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Commitments And Contingencies	12 Months Ended
Commitments And Contingencies	Dec. 31, 2011
Commitments And Contingencies [Abstract]
Commitments And Contingencies	19. COMMITMENTS AND CONTINGENCIES Products Corporation currently leases manufacturing, executive, research and development, and sales facilities and various types of equipment under operating and capital lease agreements. Rental expense was $17.7 million, $16.9 million and $16.8 million for the years ended December 31, 2011, 2010 and 2009, respectively. Minimum rental commitments under all noncancelable leases, including those pertaining to idled facilities, with remaining lease terms in excess of one year from December 31, 2011 aggregated $72.8 million. Such commitments for each of the five years and thereafter subsequent to December 31, 2011 are $18.6 million, $16.1 million, $12.2 million, $5.3 million, $4.6 million and $16.0 million, respectively. The Company is involved in various routine legal proceedings incident to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the Company's business, financial condition and/or its results of operations. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company's operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company's income for that particular period. As previously announced, on October 8, 2009, the Company consummated its voluntary exchange offer in which, among other things, Revlon, Inc. issued to stockholders who elected to exchange shares (other than MacAndrews & Forbes) 9,336,905 shares of its Preferred Stock in exchange for the same number of shares of Revlon, Inc. Class A Common Stock tendered in the Exchange Offer (the "Exchange Offer"). On April 24, 2009, May 1, 2009, May 5, 2009 and May 12, 2009, respectively, four purported class actions were filed by each of Vern Mercier, Arthur Jurkowitz, Suri Lefkowitz and T. Walter Heiser in the Court of Chancery of the State of Delaware (the "Chancery Court"). On May 4, 2009, a purported class action was filed by Stanley E. Sullivan in the Supreme Court of New York, New York County. Each such lawsuit was brought against Revlon, Inc., Revlon, Inc.'s then directors and MacAndrews & Forbes, and challenged a merger proposal made by MacAndrews & Forbes on April 13, 2009, which would have resulted in MacAndrews & Forbes and certain of its affiliates owning 100% of Revlon, Inc.'s outstanding Common Stock (in lieu of consummating such merger proposal, the Company consummated the aforementioned Exchange Offer). Each action sought, among other things, to enjoin the proposed merger transaction. On June 24, 2009, the Chancery Court consolidated the four Delaware actions (the "Initial Consolidated Action"), and appointed lead counsel for plaintiffs. As announced on August 10, 2009, an agreement in principle was reached to settle the Initial Consolidated Action, as set forth in a Memorandum of Understanding (as amended in September 2009, the "Settlement Agreement"). On December 24, 2009, an amended complaint was filed in the Sullivan action alleging, among other things, that defendants should have disclosed in the Company's Offer to Exchange for the Exchange Offer information regarding the Company's financial results for the fiscal quarter ended September 30, 2009. On January 6, 2010, an amended complaint was filed by plaintiffs in the Initial Consolidated Action making allegations similar to those in the amended Sullivan complaint. Revlon initially believed that by filing the amended complaint, plaintiffs in the Initial Consolidated Action had formally repudiated the Settlement Agreement, and on January 8, 2010, defendants filed a motion to enforce the Settlement Agreement. In addition to the amended complaints in the Initial Consolidated Action and the Sullivan action, on December 21, 2009, Revlon, Inc.'s current directors, a former director and MacAndrews & Forbes were named as defendants in a purported class action filed in the Chancery Court by Edward Gutman. Also on December 21, 2009, a second purported class action was filed in the Chancery Court against Revlon, Inc.'s current directors and a former director by Lawrence Corneck. The Gutman and Corneck actions make allegations similar to those in the amended complaints in the Sullivan action and the Initial Consolidated Action. On January 15, 2010, the Chancery Court consolidated the Gutman and Corneck actions with the Initial Consolidated Action (the Initial Consolidated Action, as consolidated with the Gutman and Corneck actions, is hereafter referred to as the "Consolidated Action"). A briefing schedule was then set to determine the leadership structure for plaintiffs in the Consolidated Action. On March 16, 2010, after hearing oral argument on the leadership issue, the Chancery Court changed the leadership structure for plaintiffs in the Consolidated Action. Thereafter, newly appointed counsel for the plaintiffs in the Consolidated Action and the defendants agreed that the defendants would withdraw their motion to enforce the Settlement Agreement and that merits discovery would proceed. Defendants agreed not to withdraw any of the concessions that had been provided to the plaintiffs as part of the Settlement Agreement. On May 25, 2010, plaintiffs' counsel in the Consolidated Action filed an amended complaint alleging breaches of fiduciary duties arising out of the Exchange Offer and that defendants should have disclosed in the Company's Offer to Exchange information regarding the Company's financial results for the fiscal quarter ended September 30, 2009. On January 10, 2012, plaintiffs' counsel filed a motion for class certification. That motion is not yet fully briefed. Merits discovery is proceeding in the Consolidated Action. On December 31, 2009, a purported class action was filed in the U.S. District Court for the District of Delaware by John Garofalo against Revlon, Inc., Revlon, Inc.'s current directors, a former director and MacAndrews & Forbes alleging federal and state law claims stemming from the alleged failure to disclose in the Offer to Exchange certain information relating to the Company's financial results for the fiscal quarter ended September 30, 2009. On July 29, 2011, the plaintiff in this action filed an amended complaint. On January 31, 2012, defendants filed a motion to dismiss the amended complaint in the Garofalo action. That motion is not yet fully briefed. Defendants previously reached an agreement with the plaintiff in the Garofalo action to permit the plaintiff to participate in merits discovery in the Consolidated Action, and have agreed to permit plaintiff to continue to participate in the merits discovery while the motion to dismiss is pending. An agreement has also been reached with the plaintiff in the Sullivan action to stay proceedings in that action, including any response to the amended complaint, until June 29, 2012, so that the plaintiff can participate in the merits discovery in the Consolidated Action. On May 11, 2010, a purported derivative action was filed in the U.S. District Court for the District of Delaware by Richard Smutek, derivatively and on behalf of Revlon, Inc. against Revlon, Inc.'s current directors and MacAndrews & Forbes alleging breach of fiduciary duty in allowing the Exchange Offer to proceed and failing to disclose in the Offer to Exchange certain information related to the Company's financial results for the fiscal quarter ended September 30, 2009. On August 16, 2010, defendants moved to dismiss the complaint. Briefing on defendants' motions to dismiss was completed on December 10, 2010. Thereafter, the parties requested oral argument on the motions to dismiss. The motions to dismiss are currently pending. On September 27, 2010, plaintiff filed a motion to compel discovery. In response, defendants moved to strike plaintiff's motion to compel discovery or, in the alternative, for an extension of time for defendants to respond to plaintiff's motion. On October 17, 2011, the U.S. District Court for the District of Delaware denied plaintiff's motion to compel and granted defendants' motion to strike. Plaintiffs in each of these actions are seeking, among other things, an award of damages and the costs and disbursements of such actions, including a reasonable allowance for the fees and expenses of each such plaintiff's attorneys and experts. Because the Smutek action is styled as a derivative action on behalf of the Company, any award of damages, costs and disbursements would be made to and for the benefit of the Company. The Company believes the allegations contained in the amended Sullivan complaint, the amended complaint in the Consolidated Action, the amended Garofalo complaint and the Smutek complaint are without merit and intends to vigorously defend against them. The Company believes it has substantial factual and legal defenses to the claims at issue and believes that it would prevail at trial. However, in an effort to mitigate the utilization of time and resources on these matters, the Company has had discussions regarding settlement of these matters. Based on the current state of discussions, it appears that the likelihood of a settlement is remote at this time.

- Definition

The entire disclosure for commitments and contingencies.

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+ Details

Quarterly Results Of Operations

12 Months Ended

Dec. 31, 2011

Quarterly Results Of Operations [Abstract]

Quarterly Results Of Operations

20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited quarterly results of operations:


	Year Ended December 31, 2011
	1^st Quarter		2^nd Quarter		3^rd Quarter			4^th Quarter
Net sales	$	333.2	$	351.2	$	337.2		$	359.8
Gross profit		219.9		229.3		214.1			225.5
Income from continuing operations, net of taxes ⁽ ^a ⁾		10.4		5.9		0.1			36.4
Income from discontinued operations, net of taxes		-		0.6		-			-
Net income ⁽ ^a ⁾		10.4		6.5		0.1			36.4
Basic income per common share ⁽ ^a ⁾:
Continuing operations		0.20		0.11		-			0.70
Discontinued operations		-		0.01		-			-

Net income per common share	$	0.20	$	0.12	$	-		$	0.70

Diluted income per common share ⁽ ^a ⁾:
Continuing operations		0.20		0.11		-			0.70
Discontinued operations		-		0.01		-			-

Net income per common share	$	0.20	$	0.12	$	-		$	0.70


	Year Ended December 31, 2010
	1^st Quarter		2^nd Quarter		3^rd Quarter			4^th Quarter
Net sales	$	305.5	$	327.7	$	319.0		$	369.2
Gross profit		196.8		220.7		208.6			240.0
Income from continuing operations, net of taxes⁽ ^b ⁾		2.2		16.0		12.6			296.2
Income (loss) from discontinued operations, net of taxes		-		0.4		(0.1	)		-
Net income⁽ ^b ⁾		2.2		16.4		12.5			296.2
Basic income per common share⁽ ^b ⁾:
Continuing operations		0.04		0.31		0.24			5.71
Discontinued operations		-		0.01		-			-

Net income per common share	$	0.04	$	0.32	$	0.24		$	5.71

Diluted income per common share⁽ ^b ⁾:
Continuing operations		0.04		0.31		0.24			5.66
Discontinued operations		-		0.01		-			-

Net income per common share	$	0.04	$	0.31	$	0.24		$	5.66

^(a)

Income from continuing operations, net income and basic and diluted earnings per share for the fourth quarter of 2011 were favorably impacted by an increase in net income driven by a non-cash benefit of $16.9 million related to the reduction of the Company's deferred tax valuation allowance on its net deferred tax assets for certain jurisdictions outside the U.S. at December 31, 2011 as a result of the Company's improved earnings trends and cumulative taxable income in those jurisdictions. (See Note 12, "Income Taxes").

^(b)

Income from continuing operations, net income and basic and diluted earnings per share for the fourth quarter of 2010 were favorably impacted by an increase in net income driven by a non-cash benefit of $260.6 million related to the reduction of the Company's deferred tax valuation allowance on its U.S. net deferred tax assets at December 31, 2010 as a result of the Company achieving three cumulative years, as well as three consecutive years, of positive U.S. GAAP pre-tax income and taxable income in the U.S., and based upon the Company's then-current expectations for realization of such deferred tax benefits in the U.S. The Company reflected this benefit in the provision for income taxes. (See Note 12, "Income Taxes").

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References+ Details

Geographic, Financial And Other Information

12 Months Ended

Dec. 31, 2011

Geographic, Financial And Other Information [Abstract]

Geographic, Financial And Other Information

21. GEOGRAPHIC, FINANCIAL AND OTHER INFORMATION

The Company manages its business on the basis of one reportable operating segment. (See Note 1, "Summary of Significant Accounting Policies", for a brief description of the Company's business). As of December 31, 2011, the Company had operations established in 14 countries outside of the U.S. and its products are sold throughout the world. Generally, net sales by geographic area are presented by attributing revenues from external customers on the basis of where the products are sold. During 2011, 2010 and 2009, Walmart and its affiliates worldwide accounted for approximately 22%, 22% and 23%, respectively, of the Company's net sales. The Company expects that Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. As is customary in the consumer products industry, none of the Company's customers is under an obligation to continue purchasing products from the Company in the future.

In the tables below, certain prior year amounts have been reclassified to conform to the current period's presentation.


	Year Ended December 31,
	2011				2010				2009
Geographic area:
Net sales:
United States	$	757.4	55	%	$	729.1	55	%	$	747.9	58	%
Outside of the United States		624.0	45	%		592.3	45	%		548.0	42	%

	$	1,381.4			$	1,321.4			$	1,295.9



	December 31,
	2011			2010
Long-lived assets - net:
United States	$	357.8	88%	$	331.5	87%
Outside of the United States		48.5	12%		49.7	13%

	$	406.3		$	381.2


	Year Ended December 31,
	2011			2010			2009
Classes of similar products:
Net sales:
Color cosmetics	$	858.7	62%	$	816.1	62%	$	785.5	61%
Beauty care and fragrance		522.7	38%		505.3	38%		510.4	39%

	$	1,381.4		$	1,321.4		$	1,295.9

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Name Statement of Financial Accounting Standard (FAS)

-Number 131

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Guarantor Financial Information

12 Months Ended

Dec. 31, 2011

Guarantor Financial Information [Abstract]

Guarantor Financial Information

22. GUARANTOR FINANCIAL INFORMATION

Products Corporation's 9³/4% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by Revlon, Inc. and Products Corporation's domestic subsidiaries (other than certain immaterial subsidiaries) that guarantee Products Corporation's obligations under its 2011 Credit Agreements (the "Guarantor Subsidiaries").

The following Condensed Consolidating Financial Statements present the financial information as of December 31, 2011 and 2010, and for the years ended December 31, 2011, 2010 and 2009 for (i) Products Corporation on a stand-alone basis; (ii) the Guarantor Subsidiaries on a stand-alone basis; (iii) the subsidiaries of Products Corporation that do not guarantee Products Corporation's 9³/4% Senior Secured Notes (the "Non-Guarantor Subsidiaries") on a stand-alone basis; and (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted for the applicable share of the subsidiary's cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Consolidating Condensed Balance Sheets

As of December 31, 2011


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	57.7		$	0.1		$	43.9		$	-		$	101.7
Trade receivables, less allowances for doubtful accounts		107.1			18.2			86.7			-			212.0
Inventories		68.3			8.4			34.3			-			111.0
Deferred income taxes—current		40.0			-			9.6			-			49.6
Prepaid expenses and other		78.3			4.2			25.1			-			107.6
Intercompany receivables		907.6			445.5			362.4			(1,715.5	)		-
Investment in subsidiaries		(164.2	)		(193.0	)		-			357.2			-
Property, plant and equipment, net		85.2			0.9			12.8			-			98.9
Deferred income taxes—noncurrent		206.9			-			14.5			-			221.4
Goodwill, net		150.6			42.2			1.9			-			194.7
Other assets		53.6			24.5			31.1			-			109.2

Total assets	$	1,591.1		$	351.0		$	622.3		$	(1,358.3	)	$	1,206.1

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Short-term borrowings	$	-		$	3.6		$	2.3		$	-		$	5.9
Current portion of long-term debt		8.0			-			-			-			8.0
Accounts payable		56.0			3.9			29.1			-			89.0
Accrued expenses and other		150.8			10.8			68.4			-			230.0
Intercompany payables		559.0			609.9			546.6			(1,715.5	)		-
Long-term debt		1,107.0			-			-			-			1,107.0
Long-term debt – affiliates		107.0			-			-			-			107.0
Other long-term liabilities		244.9			5.3			50.6			-			300.8

Total liabilities		2,232.7			633.5			697.0			(1,715.5	)		1,847.7
Stockholder's deficiency		(641.6	)		(282.5	)		(74.7	)		357.2			(641.6	)

Total liabilities and stockholder's deficiency	$	1,591.1		$	351.0		$	622.3		$	(1,358.3	)	$	1,206.1

Consolidating Condensed Balance Sheets

As of December 31, 2010


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	20.5		$	0.1		$	56.1		$	-		$	76.7
Trade receivables, less allowances for doubtful accounts		91.0			14.9			91.6			-			197.5
Inventories		76.6			2.4			36.0			-			115.0
Deferred income taxes - current		34.4			-			5.9			-			40.3
Prepaid expenses and other		72.5			3.2			22.4			-			98.1
Intercompany receivables		895.1			432.0			331.1			(1,658.2	)		-
Investment in subsidiaries		(229.8	)		(184.7	)		-			414.5			-
Property, plant and equipment, net		89.4			0.6			16.2			-			106.2
Deferred income taxes - noncurrent		214.0			-			2.6			-			216.6
Goodwill, net		150.6			30.0			2.1			-			182.7
Other assets		55.8			4.2			27.3			-			87.3

Total assets	$	1,470.1		$	302.7		$	591.3		$	(1,243.7	)	$	1,120.4

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Short-term borrowings	$	-		$	1.8		$	1.9		$	-		$	3.7
Current portion of long-term debt		8.0			-			-			-			8.0
Accounts payable		54.3			4.4			25.8			-			84.5
Accrued expenses and other		140.1			9.0			67.1			-			216.2
Intercompany payables		516.4			613.4			528.4			(1,658.2	)		-
Long-term debt		1,100.9			-			-			-			1,100.9
Long-term debt – affiliates		107.0			-			-			-			107.0
Other long-term liabilities		200.5			9.1			47.6			-			257.2

Total liabilities		2,127.2			637.7			670.8			(1,658.2	)		1,777.5
Stockholder's deficiency		(657.1	)		(335.0	)		(79.5	)		414.5			(657.1	)

Total liabilities and stockholder's deficiency	$	1,470.1		$	302.7		$	591.3		$	(1,243.7	)	$	1,120.4

Consolidating Condensed Statement of Income

For the Year Ended December 31, 2011


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	883.7		$	95.2		$	574.9	$	(172.4	)	$	1,381.4
Cost of sales		399.8			45.0			220.2		(172.4	)		492.6

Gross profit		483.9			50.2			354.7		-			888.8
Selling, general and administrative expenses		391.9			40.6			245.6		-			678.1
Restructuring costs and other, net		-			-			-		-			-

Operating income		92.0			9.6			109.1		-			210.7

Other expenses (income):
Intercompany interest, net		0.1			(1.0	)		7.1		-			6.2
Interest expense		84.2			0.3			0.4		-			84.9
Amortization of debt issuance costs		3.7			-			-		-			3.7
Loss on early extinguishment of debt, net		11.2			-			-		-			11.2
Foreign currency (gains) losses, net		(1.5	)		0.5			5.4		-			4.4
Miscellaneous, net		(47.9	)		(1.9	)		51.3		-			1.5

Other expenses, net		49.8			(2.1	)		64.2		-			111.9

Income from continuing operations before income taxes		42.2			11.7			44.9		-			98.8
Provision for income taxes		26.8			3.2			5.4		-			35.4

Income from continuing operations		15.4			8.5			39.5		-			63.4
Income from discontinued operations, net of taxes		0.6			-			-		-			0.6
Equity in income of subsidiaries		48.0			10.8			-		(58.8	)		-

Net income	$	64.0		$	19.3		$	39.5	$	(58.8	)	$	64.0

Consolidating Condensed Statement of Income

For the Year Ended December 31, 2010


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	854.2		$	69.4		$	546.1		$	(148.3	)	$	1,321.4
Cost of sales		367.8			32.0			203.8			(148.3	)		455.3

Gross profit		486.4			37.4			342.3			-			866.1
Selling, general and administrative expenses		399.6			32.5			227.2			-			659.3
Restructuring costs and other, net		(0.2	)		-			(0.1	)		-			(0.3	)

Operating income		87.0			4.9			115.2			-			207.1

Other expenses (income):
Intercompany interest, net		(0.1	)		(1.1	)		7.4			-			6.2
Interest expense		89.9			0.3			0.3			-			90.5
Amortization of debt issuance costs		4.5			-			-			-			4.5
Loss on early extinguishment of debt, net		9.7			-			-			-			9.7
Foreign currency (gains) losses, net		(4.6	)		(0.3	)		11.2			-			6.3
Miscellaneous, net		(46.9	)		2.9			45.2			-			1.2

Other expenses, net		52.5			1.8			64.1			-			118.4

Income from continuing operations before income taxes		34.5			3.1			51.1			-			88.7
(Benefit from) provision for income taxes		(255.8	)		4.1			16.4			-			(235.3	)

Income (loss) from continuing operations		290.3			(1.0	)		34.7			-			324.0
Income from discontinued operations, net of taxes		0.3			-			-			-			0.3
Equity in income of subsidiaries		33.7			18.5			-			(52.2	)		-

Net income	$	324.3		$	17.5		$	34.7		$	(52.2	)	$	324.3

Consolidating Condensed Statement of Income

For the Year Ended December 31, 2009


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	852.6		$	71.0		$	500.9	$	(128.6	)	$	1,295.9
Cost of sales		373.0			31.2			199.1		(128.6	)		474.7

Gross profit		479.6			39.8			301.8		-			821.2
Selling, general and administrative expenses		375.7			33.7			210.2		-			619.6
Restructuring costs and other, net		16.7			1.2			3.4		-			21.3

Operating income		87.2			4.9			88.2		-			180.3

Other expenses (income):
Intercompany interest, net		(2.0	)		(1.5	)		4.9		-			1.4
Interest expense		91.2			0.1			0.3		-			91.6
Amortization of debt issuance costs		5.5			-			-		-			5.5
Loss on early extinguishment of debt, net		5.8			-			-		-			5.8
Foreign currency (gains) losses, net		(0.8	)		0.4			9.3		-			8.9
Miscellaneous, net		(36.6	)		(4.8	)		41.9		-			0.5

Other expenses (income), net		63.1			(5.8	)		56.4		-			113.7

Income from continuing operations before income taxes		24.1			10.7			31.8		-			66.6
(Benefit from) provision for income taxes		(25.6	)		23.1			10.6		-			8.1

Income (loss) from continuing operations		49.7			(12.4	)		21.2		-			58.5
Income from discontinued operations, net of taxes		0.3			-			-		-			0.3
Equity in earnings of subsidiaries		8.8			12.5			-		(21.3	)		-

Net income	$	58.8		$	0.1		$	21.2	$	(21.3	)	$	58.8

Consolidating Condensed Statement of Cash Flow

For the Year Ended December 31, 2011


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	58.2		$	37.4		$	(7.6	)	$	-	$	88.0

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11.7	)		(0.4	)		(1.8	)		-		(13.9	)
Acquisition		-			(39.0	)		-			-		(39.0	)
Proceeds from sales of certain assets		0.1			-			0.2			-		0.3

Net cash used in investing activities		(11.6	)		(39.4	)		(1.6	)		-		(52.6	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft		(2.5	)		2.0			0.7			-		0.2
Repayments under the 2010 Term Loan Facility		(794.0	)		-			-			-		(794.0	)
Borrowings under the 2011 Term Loan Facility		796.0			-			-			-		796.0
Repayments under the 2011 Term Loan Facility		(4.0	)		-			-			-		(4.0	)
Payment of financing costs		(4.3	)		-			-			-		(4.3	)
Other financing activities		(0.6	)		-			(0.8	)		-		(1.4	)

Net cash (used in) provided by financing activities		(9.4	)		2.0			(0.1	)		-		(7.5	)

Effect of exchange rate changes on cash and cash equivalents		-			-			(2.9	)		-		(2.9	)

Net increase (decrease) in cash and cash equivalents		37.2			-			(12.2	)		-		25.0
Cash and cash equivalents at beginning of period		20.5			0.1			56.1			-		76.7

Cash and cash equivalents at end of period	$	57.7		$	0.1		$	43.9		$	-	$	101.7

Consolidating Condensed Statement of Cash Flow

For the Year Ended December 31, 2010


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	70.8		$	(0.9	)	$	26.8		$	-	$	96.7

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(13.7	)		(0.1	)		(1.4	)		-		(15.2	)
Proceeds from sales of certain assets		-			-			0.3			-		0.3

Net cash used in investing activities		(13.7	)		(0.1	)		(1.1	)		-		(14.9	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft		(12.8	)		0.7			1.5			-		(10.6	)
Repayments under the 2006 Term Loan Facility		(815.0	)		-			-			-		(815.0	)
Borrowings under the 2010 Term Loan Facility		786.0			-			-			-		786.0
Repayments under the 2010 Term Loan Facility		(6.0	)		-			-			-		(6.0	)
Payment of financing costs		(17.0	)		-			-			-		(17.0	)
Other financing activities		0.8			-			(0.5	)		-		0.3

Net cash (used in) provided by financing activities		(64.0	)		0.7			1.0			-		(62.3	)

Effect of exchange rate changes on cash and cash equivalents		-			-			2.7			-		2.7

Net (decrease) increase in cash and cash equivalents		(6.9	)		(0.3	)		29.4			-		22.2
Cash and cash equivalents at beginning of period		27.4			0.4			26.7			-		54.5

Cash and cash equivalents at end of period	$	20.5		$	0.1		$	56.1		$	-	$	76.7

Consolidating Condensed Statement of Cash Flow

For the Year Ended December 31, 2009


	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	112.1		$	(1.5	)	$	(7.3	)	$	-	$	103.3

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11.1	)		(0.2	)		(3.0	)		-		(14.3	)
Proceeds from the sale of certain assets		-			-			2.5			-		2.5

Net cash used in investing activities		(11.1	)		(0.2	)		(0.5	)		-		(11.8	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft		5.2			1.0			(0.2	)		-		6.0
Repayments under the 2006 Term Loan Facility		(18.7	)		-			-			-		(18.7	)
Proceeds from the issuance of long-term debt, net		326.4			-			-			-		326.4
Repayment of long-term debt		(381.4	)		-			(0.3	)		-		(381.7	)
Payment of financing costs		(23.4	)		-			-			-		(23.4	)
Other financing activities		(0.6	)		-			(0.3	)		-		(0.9	)

Net cash (used in) provided by financing activities		(92.5	)		1.0			(0.8	)		-		(92.3	)

Net cash provided by discontinued operations		0.2			-			-			-		0.2

Effect of exchange rate changes on cash and cash equivalents		-			0.1			2.2			-		2.3

Net increase (decrease) in cash and cash equivalents		8.7			(0.6	)		(6.4	)		-		1.7
Cash and cash equivalents at beginning of period		18.7			1.0			33.1			-		52.8

Cash and cash equivalents at end of period	$	27.4		$	0.4		$	26.7		$	-	$	54.5

Schedule II - Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Schedule II - Valuation And Qualifying Accounts [Abstract]

Schedule II - Valuation And Qualifying Accounts

REVLON, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2011, 2010 and 2009

(dollars in millions)


	Balance at Beginning of Year		Charged to Cost and Expenses			Other Deductions			Balance at End of Year
Allowance for Doubtful Accounts^(a):
2011	$	3.1	$	(0.1	)	$	0.2		$	3.2
2010		3.8		(0.6	)		(0.1	)		3.1
2009		3.3		0.9			(0.4	)		3.8

Allowance for Volume and Early Payment Discounts^(b):
2011	$	15.2	$	54.4		$	(53.9	)	$	15.7
2010		14.4		60.9			(60.1	)		15.2
2009		13.5		56.2			(55.3	)		14.4

Allowance for Sales Returns^(c):
2011	$	59.9	$	77.0		$	(79.1	)	$	57.8
2010		65.5		75.4			(81.0	)		59.9
2009		70.2		86.0			(90.7	)		65.5

^(a)

Includes doubtful accounts written off, less recoveries, as well as reclassifications and foreign currency translation adjustments.

^(b)

Includes discounts taken, reclassifications and foreign currency translation adjustments.

^(c)

Includes sales returns as a reduction to sales and cost of sales, and an increase to accrued liabilities and inventories.