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Don't deny it. Defy it.
REVLON
AGE DEFYING
MAKEUP
The only foundation with Botafirm™
that relaxes and reduces the
appearance of expression lines,
instantly firms skin and completely
covers flaws. SPF 20.
said it visibly helped relax
expression lines, instantly*.
It’s worth a double take.
Elle Macpherson is wearing Revlon Age Defying Makeup in Honey Beige.
Find your shade at revlon.com *95% of women tested. Normal/Combination Skin formula.
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A revolutionary 2-in-1
brush for massive volume
and remarkable definition.
Thickening
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The Ultimate
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YOUR EYE COLOR. IN LIGHTS.
NEW
ALMAY intense i-color TM
Now with light interplay technologyTM
Light catching minerals instantly brighten eyes
to further intensify your very unique eye color.
Hypoallergenic and ophthalmologist tested.
To get Elaine Mellencamp’s look, try ALMAY intense i-color TM for blue eyes.
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Expertly Coordinated
Shade Collections
blue eyes
brown eyes green eyes
hazel eyes
almay.com
REVLON
SUPER
LUSTROUS™
LIPSTICK
Infused with silk and
vitamins for smooth,
conditioning color.
In a dazzling array
of fabulous,
fashionable shades.
• LiquiSilk™ formula with
mega-moisturizers seals
in color and softness.
Feel the love.e.
Halle Be Berry is wearingring Super Lustrous® Lipstick in
Just Enougnough Buff. Find yd your shade at revlon.com
f
LOOK INSTANTLY YOUNGER
NEW
smart shadeTM anti-aging makeup
smart sh
This breakthrough foundation matches your skin tone
AND fights signs of aging.
4 out of 5 women saw an instant reduction
in the appearance of fine lines and wrinkles.
You can too.
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To get Elaine Mellencamp’s look try ALMAY® smart shade TM anti-aging in light/medium.
NEW
REVLON
PHOTOREADY™
MAKEUP
Indoors, outdoors, and everywhere
in between, get poreless,
airbrushed skin in any light.
Now, there’s no such thing
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™ Makeup in Caramel. Find your shade at revlon.com
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almay.com
Alan T. Ennis
President and Chief Executive Officer
Dear Shareholders:
In 2009, despite a challenging global economic environment, the
execution of our business strategy enabled us to overcome several
challenges and achieve success. We significantly improved our
operating performance, delivering a third consecutive year of growth in
operating income and margins, cash flow, and net income from
continuing operations, and we strengthened our organizational capability.
Importantly, we improved our capital structure by refinancing our debt and extending debt
maturities. Our current capital structure provides us with the stability and flexibility to enable us to
execute our business strategy.
Our Strategic Goal is to Profitably Grow Our Business
Build our strong brands – We have powerful brands, with Revlon®, which includes Revlon Color
Cosmetics, Revlon Beauty Tools, Revlon ColorSilk® and Revlon Skincare, Almay®, Mitchum®,
Gatineau™, Ultima II® and Charlie®. We continue to build our strong brands, focusing on the
key drivers of profitable growth:
• Innovative, high-quality, consumer-preferred brand offering;
• Effective brand communication;
• Appropriate levels of advertising and promotion; and
• Superb execution with our retail partners.
We introduced several new, innovative products for 2009 and 2010, including:
•
•
•
•
•
•
Revlon ColorStay Ultimate® liquid lipstick – the first and only one-step lipcolor with
exclusive ColorStay® technology offering comfortable food-proof wear for up to 12 hours.
Revlon DoubleTwist™ Mascara – the first-to-mass technology with a revolutionary 2-in-1
brush that has traditional bristles to thicken lashes and innovative combs to define for enviable
volume and definition.
Revlon ColorBurst™ lipstick – containing unique Elasticolor™ technology that hugs the lips,
displaying beautiful color in one swipe, and feels virtually weightless.
Revlon PhotoReady™ makeup – containing innovative photochromatic pigments that bend
and reflect light giving the appearance of flawless skin in any light.
Almay® Smart Shade Smart Balance® – containing patented technology with shade sensing
microbeads that adjust to match skin tone. In 2010 we extended this franchise to include Almay®
Smart Shade® Anti-Aging offering the instant reduction in the appearance of lines and wrinkles.
Mitchum® Smart Solid® Clinical Performance™ – expanding the Mitchum brand offering
into the clinical strength segment of anti-perspirant for men and women.
Our product launches included unique offerings for the mass channel, innovations in products and
packaging, and line extensions within our existing franchises. It is a priority for us to ensure our
products maintain strong relevance with consumers and we continue to earn numerous product
awards annually. The rolling three-year product portfolio plans for all our brands have given us a
strong pipeline of new products while ensuring that our established franchises remain relevant and
competitive.
During 2009 we remained focused on supporting product launches through creating consumer-
relevant and consistent advertising, along with the appropriate levels of advertising and promotional
support. We realized lower advertising rates while increasing our overall media presence.
We continue to drive our consumer engagement, such as with the recent launch of a new, consumer-
driven website. Revlon.com now provides interactive capabilities, such as a virtual make-over
feature and the ability to “click to buy.” The website also offers exciting content on Revlon’s Brand
Ambassadors, offering consumers a peek at their favorite products as well as behind-the-scenes
videos of their latest commercial shoots.
In 2009, we added Jessica Biel to represent our Revlon brand globally, joining Halle Berry, Jessica
Alba, Elle Macpherson and Jennifer Connelly.
We are very proud of our long-standing and continued philanthropic efforts under the banner
of “Revlon Cares.” Revlon not only cares about women’s external beauty, we also care about
women’s lives. Revlon has championed women’s health by devoting financial and employee
resources in support of medical research programs, physician training, clinical care and education
and awareness initiatives. Revlon has donated and raised millions of dollars towards these programs
and will continue to be an ambassador of important programs, including EIF / REVLON Run Walk
for Women, Look Good Feel Better, and the National Breast Cancer Coalition Fund.
Develop our organizational capability – We have a highly-capable team at Revlon, where we
foster a culture of accountability, collaboration, communication and execution. It is a priority for us
to groom our future leaders - during 2009 we continued to strengthen our organizational capability
by promoting from within and by recruiting talented and experienced professionals in all functions
throughout the Company. We are focused on effective performance management, development
planning, succession planning and competitive compensation programs, all of which are critical in
driving the successful execution of our strategy.
Drive our company to act globally – Our products are sold worldwide and over 40% of our
annual revenues are generated in markets outside the United States. Overall, our international
business continues to grow and we have leading market positions in several product categories in a
number of countries, including Australia, South Africa and Canada. There are opportunities to grow
globally through expanding existing brands with existing customers and through new distribution,
geographies and channels. To capitalize on growth opportunities, we are driving the organization
to think and act globally, and ensuring appropriate allocation of resources.
Increase our operating profit and cash flow – We achieved sustainable operating efficiencies
throughout our entire organization over the last few years, which have enabled us to deliver three
consecutive years of improved operating profit and cash flow. Specific actions included:
• Eliminating management layers and redefining employee accountability;
• Improving our portfolio planning process;
• Implementing a more consumer-focused and competitive promotional strategy;
• Strategic sourcing resulting in reduced direct and indirect costs; and
• Packaging and SKU rationalization and harmonization.
We continually improve our processes and identify opportunities to reduce our costs.
Improve our capital structure – We continued to make progress in 2009, reducing debt by more
than $80 million. In addition, we refinanced our entire debt structure during 2009 and early 2010
and extended our next maturity to October 2013. Our current capital structure provides us with the
stability and flexibility to enable us to execute our business strategy.
Outlook
As we look forward, we will continue to build on the solid foundation and competitive operating
margin structure that we have established. The path forward for us, now, is to:
• Grow our net sales;
• Globalize for better results; and
• Groom our future leaders.
We remain keenly aware of the current challenging economic environment. We continue to manage
our resources carefully, while maintaining a balanced perspective on the long-term growth of our
brands. We will continue to focus on executing our business strategy, while monitoring economic
and competitive conditions to adjust our plans as appropriate to maximize results.
Revlon has incredible talent and capabilities, broad geographic reach, strong global brands, and
a heritage that recognizes the importance of philanthropy. We plan to continue to expand upon
each of these attributes and to profitably grow our business, while staying true to our long-term
vision: Glamour, excitement and innovation through high-quality products at affordable prices.
We are grateful to our employees around the world for their execution during the difficult market
conditions of 2009. We would also like to thank our Board of Directors for their leadership, counsel
and support. Finally, we thank you, our shareholders, for your continued support of Revlon.
Alan T. Ennis
President and Chief Executive Officer
April 2010
2009 BEAUTY AWARDS – U.S.
Allure
Reader’s Choice Awards
• Revlon Super Lustrous Lipstick
in Love That Red
• Revlon ColorStay Eyeliner in Black
Allure
Best of Beauty Award
• Revlon Illuminance Crème Shadow
Palette in Not Just Nudes
• Revlon ColorStay Soft & Smooth
Lipcolor
• Almay Eye Makeup Remover Pads
Brides
Beauty Awards
• Revlon ColorStay Soft & Smooth
BEAUTY AWARDS 2009
Shape
Sun Smart Awards
• Revlon Age Defying Spa Foundation
Shape
Shape of Beauty Awards
• Revlon Cuticle Moisture Oil
Siempre Mujer
Excelencia en Belle
• Revlon ColorStay Lipliner in Nude
Women’s Health
Best Beauty Awards
• Revlon Pre/Post Tweezing Cream
2009 BEAUTY AWARDS – CANADA
Good Housekeeping
Very Important Products (VIP) Awards
• Revlon Custom Creations Foundation
COSMETICS Magazine
“I Recommend” Beauty Awards
• Revlon Super Lustrous Lipstick
• Revlon Classic Nail Enamel
Good Housekeeping
“Live Well For Less” Awards
• Revlon ColorSilk
Health
Healthy Beauty Awards
• Almay Pure Blends Lipgloss
• Revlon Age Defying Spa Concealer
InStyle
Best Buy Awards
• Revlon Super Lustrous Lipstick
Marie Claire
25 Best Beauty Products of the Year
• Revlon Vision Tweezer
Natural Health
25 Best Natural Beauty Buys
• Almay Pure Blends Eye Shadows
O, The Oprah Magazine
Spring Makeup O-wards
• Revlon Age Defying Spa Foundation
• Revlon Matte Powder Blush
Real Simple
Budget Makeup Awards
• Almay Pure Blends Eye Shadow
• Revlon Super Lustrous Lipstick
Redbook
MVP Beauty Awards
• Revlon ColorStay Ultimate Liquid
Lipstick
Self
Healthy Beauty Awards
• Almay Smart Shade Concealer
• Revlon ColorStay Brow Enhancer
GLOW Magazine
Best in Beauty Awards
• Revlon ColorStay 12 Hour Eye Shadow
Quads
• Revlon Super Lustrous Lipstick
FASHION Magazine
Beauty Awards
• Revlon ColorStay Eyeliner
Chatelaine Magazine
The Best Beauty Saves vs Splurges Awards
• Revlon Age Defying Spa Concealer
• Revlon Matte Powder Blush
• Revlon Beyond Natural Primer
• Revlon Multi-Care Base + Top Coat
FLARE
Insiders Choice
• Revlon Shape ‘n’ Buff
• Revlon Expert Effects Nipper
• Revlon Cuticle Scissors
• Revlon Age Defying Makeup
• Revlon Powder Blush
CLIND’OEIL
TOP 30 de la Beaute
• Revlon Beyond Natural Primer
Fashion Magazine
Readers Choice Beauty Awards
• Revlon Super Lustrous Lipstick
• Almay Nearly Naked Concealer
2009 BEAUTY AWARDS – U.K.
Grazia Beauty Awards
• Revlon Super Lustrous Lipstick in
Va Va Violet
2009 BEAUTY AWARDS – PHILIPPINES
Cosmopolitan Beauty Awards
• Revlon Crème Gloss
MEGA Beauty Awards
• Revlon ColorStay Mineral Foundation
• Revlon ColorStay Eyeliner
• Revlon Beyond Natural Concealer and
Highlighter
PREVIEW Beauty Awards
• Revlon Luxurious Color Matte Eyeliner
• Revlon Matte Lipstick
2009 BEAUTY AWARDS – AUSTRALIA
Instyle Best Beauty Buys
• Revlon ColorStay Ultimate Liquid Lipstick
• Revlon Beyond Natural Smoothing
Primer
• Revlon Nail Enamel in Red Carpet Red
• Revlon ColorStay Lipliner
Marie Claire Beauty Awards
• Revlon Beyond Natural Collection
ACP 2009 Beauty Awards
• Revlon Age Defying Spa Concealer
• Readers Choice: Best Foundation/
Makeup - Revlon
2009 BEAUTY AWARDS - NEW ZEALAND
NZ Women’s Weekly Beauty Awards
• Revlon ColorStay Under Eye Concealer
• Revlon Nail Enamel
• Revlon Beyond Natural Skin Matching
Makeup
• Revlon ColorStay Eyeliner
• Revlon ColorStay Mineral Blush
• Revlon ColorStay 12 Hour Eyeshadow
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
≤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
n
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-11178
REVLON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
13-3662955
(I.R.S. Employer
Identification No.)
237 Park Avenue, New York, New York
(Address of principal executive offices)
10017
(Zip Code)
Registrant’s telephone number, including area code: (212) 527-4000
Securities registered pursuant to Section 12(b) or 12(g) of the Act:
Title of each class
Class A Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Name of each exchange on which registered
New York Stock Exchange
Yes n
No ≤
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes n
No ≤
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ≤
No n
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes n
No n
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
≤
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer n
Accelerated filer ≤
Non-accelerated filer n
(Do not check if smaller reporting company)
Smaller reporting company n
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes n
No ≤
The aggregate market value of the registrant’s Class A Common Stock held by non-affiliates (using the New York Stock Exchange
closing price as of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter) was
approximately $109,852,999.
As of December 31, 2009, 48,493,958 shares of Class A Common Stock and 3,125,000 shares of Class B Common Stock and
9,336,905 shares of Preferred Stock were outstanding. At such date, 37,544,640 shares of Class A Common Stock were beneficially owned
by MacAndrews & Forbes Holdings Inc. and certain of its affiliates and all of the shares of Class B Common Stock were owned by REV
Holdings LLC, a Delaware limited liability company and an indirectly wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Revlon, Inc.’s definitive Proxy Statement to be delivered to shareholders in connection with its Annual Meeting of
Stockholders to be held on or about June 3, 2010 are incorporated by reference into Part III of this Form 10-K.
Revlon, Inc. and Subsidiaries
Form 10-K
For the Year Ended December 31, 2009
Table of Contents
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
PART I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . .
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Consolidated Financial Statements and Schedules . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm (Consolidated
Financial Statements) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm (Internal Control
Over Financial Reporting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statement Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures
Certifications
Exhibits
1
Page
2
9
24
24
25
25
26
27
29
53
55
55
55
56
61
61
61
61
61
63
F-1
F-2
F-3
F-4
F-68
PART I
Item 1. Business
Background
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-perspirants/deodorants, fragrances,
skincare and other beauty care products. The Company is one of the world’s leading cosmetics companies in
the mass retail channel (as hereinafter defined). The Company believes that its global brand name
recognition, product quality and marketing experience have enabled it to create one of the strongest
consumer brand franchises in the world.
The Company’s products are sold worldwide and marketed under such brand names as Revlon,
including the Revlon ColorStay, Revlon Super Lustrous and Revlon Age Defying franchises, as well as the
Almay brand, including the Almay Intense i-Color and Almay Smart Shade franchises, in cosmetics; Revlon
ColorSilk in women’s hair color; Revlon in beauty tools; Mitchum anti-perspirants/deodorants; Charlie and
Jean Naté in fragrances; and Ultima II and Gatineau in skincare.
The Company’s principal customers include large mass volume retailers and chain drug and food stores
(collectively, the “mass retail channel”) 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 complementary beauty-related products and accessories in
exchange for royalties.
The Company was founded by Charles Revson, who revolutionized the cosmetics industry by intro-
ducing nail enamels matched to lipsticks in fashion colors over 75 years ago. Today, the Company has
leading market positions in a number of its principal product categories in the U.S. mass retail channel,
including color cosmetics (face, lip, eye and nail categories), women’s hair color, beauty tools and anti-
perspirants/deodorants. The Company also has leading market positions in several product categories in
certain foreign countries, including Australia, Canada and South Africa.
The Company’s Business Strategy
The Company’s strategic goal is to profitably grow our business. The business strategies employed by
the Company to achieve this goal are:
1. Building our strong brands. We continue to build our strong brands by focusing on inno-
vative, high-quality, consumer-preferred brand offering; effective consumer brand commu-
nication; appropriate levels of advertising and promotion; and superb execution with our
retail partners.
2. Developing our organizational capability. We continue to develop our organizational
capability through attracting, retaining and rewarding highly capable people and through
performance management, development planning, succession planning and training.
3. Driving our company to act globally. We continue to drive common global processes which
are designed to provide the most efficient allocation of our resources.
2
4.
5.
Increasing our operating profit and cash flow. We continue to focus on increasing our
operating profit and cash flow.
Improving our capital structure. We continue to improve our capital structure by focusing
on strengthening our balance sheet and reducing debt.
Recent Debt Reduction Transactions
We reduced our long-term indebtedness by $81.3 million during 2009 and extended the maturity on a
significant portion of our long-term debt primarily as a result of the following transactions:
2006 Term Loan Facility:
In January 2009, Products Corporation made a required quarterly amor-
tization payment of $2.1 million under its 2006 Term Loan Facility (as hereinafter defined). In February
2009, Products Corporation repaid $16.6 million in principal amount under its 2006 Term Loan Facility
pursuant to the requirement under the 2006 Term Loan Agreement to repay term loan indebtedness with
50% of its 2008 “excess cash flow” (as defined under such agreement), which repayment satisfied Products
Corporation’s required quarterly term loan amortization payments of $2.1 million per quarter that would
otherwise have been due on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010,
July 15, 2010, October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15,
2011. At December 31, 2009, the principal amount outstanding under Products Corporation’s 2006 Term
Loan Facility was $815.0 million.
Extension of the maturity of the Senior Subordinated Term Loan:
In October 2009, Revlon, Inc.
consummated its voluntary exchange offer (as amended, the “Exchange Offer”) in which Revlon, Inc.
issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Series A
preferred stock, par value $0.01 per share (the “Preferred Stock”), in exchange for the same number of
shares of Class A Common Stock tendered for exchange in the Exchange Offer.
Each share of the Preferred Stock issued in the Exchange Offer has a liquidation preference of $5.21
per share and is entitled to receive a 12.75% annual dividend payable quarterly in cash 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 cash dividends and the 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.
Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc.
$48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term
Loan (as hereinafter defined) 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 on the Contributed Loan which remains owing from Products
Corporation to Revlon, Inc. from August 2010 to October 8, 2013;
to change the annual interest rate on the Contributed Loan from 11% to 12.75%;
to extend the maturity date on 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%.
Refinancing of the 91⁄2% Senior Notes:
In November 2009, Products Corporation issued and sold
$330.0 million in aggregate principal amount of 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.
Products Corporation used the $319.8 million of net proceeds from the 93⁄4% Senior Secured Notes (net
of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings
under the 2006 Revolving Credit Facility (as hereinafter defined), to repay or redeem all of the
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$340.5 million aggregate principal amount outstanding of Products Corporation’s 91⁄2% Senior Notes due
April 1, 2011 (the “91⁄2% Senior Notes”), 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 required to permit such refinancing to be conducted
on a secured basis.
Prior to their complete refinancing in November 2009, Products Corporation repurchased $49.5 million
in aggregate principal amount of 91⁄2% Senior Notes at an aggregate purchase price of $41.0 million, which is
net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees
resulting from such repurchases.
(See further discussion in “2009 Refinancing Transactions” within “Financial Condition, Liquidity and
Capital Resources — 2009 Refinancing Transactions” and in Note 9 “Long-Term Debt and Redeemable
Preferred Stock” to the Consolidated Financial Statements).
Possible refinancing of the 2006 Credit Agreements: As part of the Company’s strategy to continue
to improve its capital structure, on February 25, 2010, the Company filed with the SEC a Current Report on
Form 8-K disclosing that Products Corporation is exploring a possible refinancing of its existing 2006 Term
Loan Facility and its 2006 Revolving Credit Facility, including disclosure of the possible principle terms and
conditions of such refinancing. There can be no assurances that such refinancing will be finalized and closed.
Products Corporation was in compliance with all applicable covenants under its 2006 Credit Agreements as
of December 31, 2009 and the date of this filing.
Products
Revlon, Inc. conducts business exclusively through Products Corporation. The Company manufactures
and markets a variety of products worldwide. The following table sets forth the Company’s principal brands.
COSMETICS
HAIR
BEAUTY TOOLS
FRAGRANCE
Revlon
Almay
Revlon ColorSilk Revlon
Charlie
Jean Naté
ANTI-PERSPIRANTS/
DEODORANTS
Mitchum
SKINCARE
Gatineau
Ultima II
Cosmetics — Revlon: The Company sells a broad range of cosmetics under its flagship Revlon brand
designed to fulfill consumer needs, principally priced in the upper range of the mass retail channel,
including face, lip, eye and nail products. Certain of the Company’s products incorporate patented, patent-
pending or proprietary technology. (See “New Product Development and Research and Development”).
The Company sells face makeup, including foundation, powder, blush and concealers, under the
Revlon brand name. Revlon Age Defying, which is targeted for women in the over-35 age bracket,
incorporates the Company’s patented Botafirm ingredients to help reduce the appearance of lines and
wrinkles. The Company’s new Revlon Age Defying Spa foundation and concealer were introduced for 2009
to instantly revitalize and brighten, while protecting against the appearance of fine lines. The Company also
markets a complete range of Revlon ColorStay liquid and powder face makeup with patented long-wearing
ingredients and SoftFlex technology for enhanced comfort. The Revlon ColorStay Mineral collection
includes Revlon ColorStay Mineral Mousse makeup and Revlon ColorStay Mineral foundation, as well as
Revlon ColorStay Mineral pressed blush and bronzer. The Revlon Beyond Natural collection, focusing on a
naturally glamorous look, offers skin-tone matching liquid foundation. For 2010, the Company launched
Revlon PhotoReady makeup, powder and finisher, all designed with innovative photochromatic pigments
that bend and reflect light to give a flawless, airbrushed appearance in any light. The Company has also
launched Revlon Age Defying Spa face illuminator, which uses light reflection to enhance skin and boost
luminosity, producing a radiant and glowing effect.
The Company markets several different lines of Revlon lip makeup, including lipstick, lip gloss and lip
liner, under several Revlon brand names. Revlon Super Lustrous is the Company’s flagship wax-based
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lipcolor, offered in a wide variety of shades of lipstick and lip gloss, and has LiquiSilk technology designed
to boost moisturization using silk dispersed in emollients. Revlon ColorStay Soft & Smooth lip color, with
patented ingredients, offers long-wearing benefits while enhancing comfort with SoftFlex technology, while
Revlon ColorStay Overtime lipcolor and Revlon ColorStay Overtime Sheer lip color use patented transfer
resistant technology. The Company’s Revlon ColorStay Mineral lipglaze is the Company’s first long-
wearing lip gloss with up to eight hours of wear. For 2009, the Company introduced Revlon Cremé Gloss, a
lip gloss that provides deeply pigmented color with extreme gloss shine and Revlon ColorStay Ultimate
liquid lipstick, the first and only lipcolor that has patented ColorStay long-wearing technology with
comfortable food-proof wear for up to 12 hours in one simple step. For 2010, the Company launched
Revlon ColorBurst lipstick, a luxurious lipstick available in 20 shades with Elasticolor technology that
provides an instant burst of rich, true color that feels virtually weightless on lips.
The Company’s eye makeup products include mascaras, eyeliners, eye shadows and brow products,
under several Revlon brand names. In mascaras, key franchises include Fabulash, which uses a lash
perfecting brush for fuller lashes, and Revlon Lash Fantasy Total Definition, a two-step primer and mascara
with lash separating brushes for enhanced definition. In 2009, the Company launched Revlon DoubleTwist
mascara featuring a revolutionary two-in-one patent-pending brush for massive volume and remarkable
definition. In eyeliners, Revlon Luxurious Color liner uses a smooth formula to provide rich, luxurious
color. In addition, in 2009, the Company introduced Revlon Luxurious Color kohl eyeliner for intense
matte color. In eye shadow, Revlon ColorStay 12-Hour patented long-wearing eyeshadow enables color to
look fresh for up to 12 hours. In 2009, the Company also introduced new Revlon Matte eye shadows, which
provide high impact color combined with a soft matte finish. For 2010, the Company extended its eye
shadow offering and introduced Revlon Luxurious Color eyeshadow in satin and perle finishes, which offer
rich, smooth and velvety application.
The Company’s nail color and nail care lines include enamels, treatments and cuticle preparations. The
Company’s core Revlon nail enamel uses a patented formula that provides consumers with improved wear,
application, shine and gloss in a toluene-free, formaldehyde-free and phthalate-free formula.
Hair — Revlon: The Company sells both hair color and haircare products throughout the world. In
women’s hair color, the Company markets brands, including Revlon ColorSilk, with patented ingredients
which offer radiant, rich color with conditioning.
Beauty Tools — Revlon: The Company sells Revlon Beauty Tools, which include nail, eye and
pedicure grooming tools, such as clippers, scissors, files, tweezers and eye lash curlers. Revlon Beauty Tools
are sold individually and in sets. In 2009, the Company launched a full line of makeup brushes under the
Revlon brand name.
Cosmetics — Almay: The Company’s Almay brand consists of hypo-allergenic, dermatologist-tested,
fragrance-free cosmetics and skincare products. Almay products include face and eye makeup and makeup
removers.
Within the face category, Almay Smart Shade offers patented ingredients for foundation, blush,
bronzer and concealer that are designed to match consumer skin tones. Introduced for 2010, Almay Smart
Shade Anti-Aging makeup matches skin tone while also fighting signs of aging. Almay TLC Truly Lasting
Color makeup and pressed powder have long-wearing formulas that nourish and protect the skin for up to
16 hours of coverage.
In eye makeup, the flagship brand, Almay Intense i-Color, enhances and intensifies eyes through color-
coordinated shades of shadow, liner and mascara for each eye color. In 2010, the Company extended the
franchise to include Almay Intense i-Color with Light Interplay Technology. Almay Bright Eyes collection
is a three-product, innovative and coordinated collection made up of eye base and concealer in one, eye
shadow and a liner/highlighter duo. The collection helps eyes look refreshed and radiant due to Almay’s
expert formulas that work with light reflectors to naturally brighten and de-puff the look of the entire eye
area. The Almay One Coat mascara franchise includes products for lash thickening and visible lengthening,
5
and the patented Almay Triple Effect mascara offers a more dramatic look. Almay eye makeup removers
are offered in a range of pads and towlettes.
Anti-perspirants/deodorants:
In the anti-perspirants/deodorants product category, the Company
markets Mitchum anti-perspirant products, with patented ingredients, in many countries.
Fragrances: The Company sells a selection of moderately-priced and premium-priced fragrances,
including perfumes, eau de toilettes, colognes and body sprays. The Company’s portfolio includes fra-
grances under globally-recognized brand names such as Charlie and Jean Naté.
Skincare: The Company sells skincare products in the U.S. and in global markets under interna-
tionally-recognized brand names, including Revlon and Almay, and under various regional brands,
including the Company’s premium-priced Gatineau brand, as well as Ultima II.
Marketing
The Company markets extensive consumer product lines principally priced in the upper range of the
mass retail channel and certain other channels outside of the U.S.
The Company uses print, television and internet advertising, as well as point-of-sale merchandising,
including displays and samples, coupons and other trial incentives. The Company’s marketing emphasizes a
uniform global image and product for its portfolio of core brands. The Company coordinates advertising
campaigns with in-store promotional and other marketing activities. The Company develops jointly with
retailers carefully tailored advertising, point-of-purchase and other focused marketing programs.
The Company also uses cooperative advertising programs, Company-paid or Company-subsidized
demonstrators, and coordinated in-store promotions and displays. Other marketing materials designed to
introduce the Company’s newest products to consumers and encourage trial and purchase in-store include
trial-size products and couponing. Additionally, the Company maintains separate websites, www.revlon.-
com, www.almay.com and www.mitchumman.com devoted to the Revlon, Almay and Mitchum brands,
respectively. Each of these websites feature product and promotional information for the brands and are
updated regularly to stay current with the Company’s new product launches and other advertising and
promotional campaigns.
New Product Development and Research and Development
The Company believes that it is an industry leader in the development of innovative and technolog-
ically-advanced cosmetics and beauty products. The Company’s marketing and research and development
groups identify consumer needs and shifts in consumer preferences in order to develop new products,
introduce line extensions and promotions and redesign or reformulate existing products to satisfy such
needs or preferences. The Company’s research and development group is comprised of departments
specialized in the technologies critical to the Company’s various product categories. The Company has a
global cross-functional product development process, including a rigorous process for the continuous
development and evaluation of new product concepts, led by executives in marketing, sales, research and
development, operations, law and finance. This process has improved the Company’s new product com-
mercialization process and created a comprehensive, long-term portfolio strategy and is intended to
optimize the Company’s ability to regularly bring to market innovative new product offerings and to
manage the Company’s product portfolio.
The Company operates an extensive cosmetics research and development facility in Edison, New
Jersey. The scientists at the Edison facility are responsible for all of the Company’s new product research
and development worldwide and performing research for new products, ideas, concepts and packaging. The
research and development group at the Edison facility also performs extensive safety and quality testing on
the Company’s products, including toxicology, microbiology, efficacy and package testing. Additionally,
quality control testing is performed at each of the Company’s manufacturing facilities.
6
As of December 31, 2009, the Company employed approximately 140 people in its research and
development activities, including specialists in pharmacology, toxicology, chemistry, microbiology, engi-
neering, biology, dermatology and quality control. In 2009, 2008 and 2007, the Company spent $23.9 million,
$24.3 million and $24.4 million, respectively, on research and development activities.
Manufacturing and Related Operations and Raw Materials
During 2009, the Company’s cosmetics and/or personal care products were produced at the Company’s
facilities in North Carolina, Venezuela, France and South Africa and at third-party facilities around the
world.
The Company continually reviews its manufacturing needs against its manufacturing capacities to
identify opportunities to reduce costs and operate more efficiently. The Company purchases raw materials
and components throughout the world, and continuously pursues reductions in cost of goods through the
global sourcing of raw materials and components from qualified vendors, utilizing its purchasing capacity to
maximize cost savings. The Company’s global sourcing strategy for materials and components from
accredited vendors is also designed to ensure the highest quality and the continuity of supply of the
raw materials and components. The Company believes that alternate sources of raw materials and
components exist and does not anticipate any significant shortages of, or difficulty in obtaining, such
materials.
Distribution
The Company’s products are sold in more than 100 countries across six continents. The Company’s
worldwide sales force had approximately 220 people as of December 31, 2009. In addition, the Company
utilizes sales representatives and independent distributors to serve certain markets and related distribution
channels.
United States. Net sales in the U.S. accounted for approximately 58% of the Company’s 2009 net
sales, a majority of which were made in the mass retail channel. The Company also sells a broad range of
consumer products to U.S. Government military exchanges and commissaries. The Company licenses its
trademarks to select manufacturers for complimentary beauty-related products and accessories that the
Company believes have the potential to extend the Company’s brand names and image. As of December 31,
2009, twelve (12) licenses were in effect relating to eighteen (18) product categories, which are marketed
principally in the mass-market distribution channel. Pursuant to such licenses, the Company retains strict
control over product design and development, product quality, advertising and the use of its trademarks.
These licensing arrangements offer opportunities for the Company to generate revenues and cash flow
through royalties and renewal fees, some of which have been prepaid from time to time.
The Company’s retail merchandisers stock and maintain the Company’s point-of-sale wall displays
intended to ensure that high-selling SKUs are in stock and to ensure the optimal presentation of the
Company’s products in retail outlets.
International. Net sales outside the U.S. accounted for approximately 42% of the Company’s
2009 net sales. The five largest countries in terms of these sales were South Africa, Australia, Canada,
U.K. and Venezuela, which together accounted for approximately 25% of the Company’s 2009 consolidated
net sales. The Company distributes its products through drug stores and chemist shops, hypermarkets, mass
volume retailers, general merchandise stores, department stores and specialty stores such as perfumeries.
At December 31, 2009, the Company actively sold its products through wholly-owned subsidiaries estab-
lished in 14 countries outside of the U.S. and through a large number of distributors and licensees elsewhere
around the world.
Customers
The Company’s principal customers include large mass volume retailers and chain drug stores,
including such well-known retailers as Wal-Mart, Walgreens, CVS and Target in the U.S., Shoppers
7
DrugMart in Canada, A.S. Watson & Co. retail chains in Asia Pacific and Europe, and Boots in the United
Kingdom. Wal-Mart and its affiliates worldwide accounted for approximately 23% of the Company’s 2009
consolidated 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. The
Company expects that Wal-Mart and a small number of other customers will, in the aggregate, continue to
account for a large portion of the Company’s net sales. (See Item 1A. Risk Factors — “The Company
depends on a limited number of customers for a large portion of its net sales and the loss of one or more of
these customers could reduce the Company’s net sales and have a material adverse affect on the Company’s
business, financial condition and/or results of operations”).
Competition
The consumer products business is highly competitive. The Company competes primarily on the basis of:
• developing quality products with innovative performance features, shades, finishes, components
and packaging;
educating consumers on the Company’s product benefits;
anticipating and responding to changing consumer demands in a timely manner, including the
timing of new product introductions and line extensions;
•
•
• offering attractively priced products relative to the product benefits provided;
• maintaining favorable brand recognition;
•
•
generating competitive margins and inventory turns for its retail customers by providing relevant
products and executing effective pricing, incentive and promotion programs;
ensuring product availability through effective planning and replenishment collaboration with
retailers;
• providing strong and effective advertising, marketing, promotion and merchandising support;
• maintaining an effective sales force; and
• obtaining and retaining sufficient retail floor space, optimal in-store positioning and effective
presentation of its products at retail.
The Company competes in selected product categories against a number of multi-national manufac-
turers. In addition to products sold in the mass retail channel and demonstrator-assisted channels, the
Company’s products also compete with similar products sold in prestige and department stores, television
shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets. The
Company’s competitors include, among others, L’Oréal S.A., The Procter & Gamble Company, Avon
Products, Inc. and The Estée Lauder Companies Inc. (See Item 1A. Risk Factors — “Competition in the
consumer products business could materially adversely affect the Company’s net sales and its share of the
mass retail channel and could have an adverse affect on the Company’s business, financial condition and/or
results of operations”).
Patents, Trademarks and Proprietary Technology
The Company’s major trademarks are registered in the U.S. and in over 150 other countries, and the
Company considers trademark protection to be very important to its business. Significant trademarks
include Revlon, ColorStay, Revlon Age Defying makeup with Botafirm, Revlon Super Lustrous, Almay,
Almay Smart Shade, Mitchum, Charlie, Jean Naté, Revlon ColorSilk and, outside the U.S., Gatineau and
Ultima II. The Company regularly renews its trademark registrations in the ordinary course of business.
The Company utilizes certain proprietary, patent-pending or patented technologies in the formulation,
packaging or manufacture of a number of the Company’s products, including, among others, Revlon
ColorStay cosmetics, including Revlon ColorStay Soft & Smooth and the Revlon ColorStay mineral
8
collection; Revlon Age Defying cosmetics; the Revlon Beyond Natural collection; Fabulash mascara;
classic Revlon nail enamel; Almay Smart Shade makeup; Revlon ColorSilk hair color; Mitchum anti-
perspirant; and the Revlon Pedi-Expert pedicure tool. The Company also protects certain of its packaging
and component concepts through patents. The Company considers its proprietary technology and patent
protection to be important to its business.
The Company files patents in the ordinary course of business on certain of the Company’s new
technologies. Patents in the U.S. are effective for up to 20 years and international patents are generally
effective for up to 20 years. The patents that the Company currently has in place expire at various times
between 2010 and 2030 and the Company expects to continue to file patent applications on certain of its
technologies in the ordinary course of business in the future.
Government Regulation
The Company is subject to regulation by the Federal Trade Commission (the “FTC”) and the Food and
Drug Administration (the “FDA”) in the U.S., as well as various other federal, state, local and foreign
regulatory authorities, including those in the European Union (the “EU”), Canada and other countries in
which the Company operates. The Company’s Oxford, North Carolina manufacturing facility is registered
with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics that contain
over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Compliance with federal, state,
local and foreign laws and regulations pertaining to the discharge of materials into the environment, or
otherwise relating to the protection of the environment, has not had, and is not anticipated to have, a
material effect on the Company’s capital expenditures, earnings or competitive position. Regulations in the
U.S., the EU, Canada and in other countries in which the Company operates that are designed to protect
consumers or the environment have an increasing influence on the Company’s product claims, ingredients
and packaging.
Industry Segments, Foreign and Domestic Operations
The Company operates in a single segment. Certain geographic, financial and other information of the
Company is set forth in the Consolidated Statements of Operations and Note 20, “Geographic, Financial
and Other Information”, to the Company’s Consolidated Financial Statements.
Employees
As of December 31, 2009, the Company employed approximately 4,800 people. As of December 31,
2009, approximately 20 of such employees in the U.S. were covered by collective bargaining agreements.
The Company believes that its employee relations are satisfactory.
Available Information
The public may read and copy any materials that the Company files with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information in the Public Reference Room
may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site that
contains reports, proxy and information statements, and other information regarding issuers that file with
the SEC at http://www.sec.gov. The Company’s Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports, are also
available free of charge on our internet website at http://www.revloninc.com as soon as reasonably
practicable after such reports are electronically filed with or furnished to the SEC.
Item 1A. Risk Factors
In addition to the other information in this report, investors should consider carefully the following risk
factors when evaluating the Company’s business.
9
Revlon, Inc. is a holding company with no business operations of its own and is dependent on its subsidiaries
to pay certain expenses and dividends. In addition, shares of the capital stock of Products Corporation,
Revlon, Inc.’s wholly-owned operating subsidiary, are pledged by Revlon, Inc. to secure its obligations
under the 2006 Credit Agreements and the 93⁄4% Senior Secured Notes.
Revlon, Inc. is a holding company with no business operations of its own. Revlon, Inc.’s only material
asset is all of the outstanding capital stock of Products Corporation, Revlon, Inc.’s wholly-owned operating
subsidiary, through which Revlon, Inc. conducts its business operations. As such, Revlon, Inc.’s net income
(loss) has historically consisted predominantly of its equity in the net income (loss) of Products Corpo-
ration, which for 2009, 2008 and 2007 was approximately $58.8 million, $65.8 million and $(9.0) million,
respectively, which excluded approximately $9.5 million, $7.7 million and $7.0 million, respectively, in
expenses primarily related to Revlon, Inc. being a public holding company. Revlon, Inc. is dependent on the
earnings and cash flow of, and dividends and distributions from, Products Corporation to pay Revlon, Inc.’s
expenses incidental to being a public holding company and to pay any cash dividend or distribution on its
Class A Common Stock and its Preferred Stock that may be authorized by Revlon, Inc.’s Board of Directors.
Products Corporation may not generate sufficient cash flow to pay dividends or distribute funds to Revlon,
Inc. because, for example, Products Corporation may not generate sufficient cash or net income; state laws
may restrict or prohibit Products Corporation from issuing dividends or making distributions unless
Products Corporation has sufficient surplus or net profits, which Products Corporation may not have;
or because contractual restrictions, including negative covenants contained in Products Corporation’s
various debt instruments, may prohibit or limit such dividends or distributions.
The terms of the 2006 Credit Agreements, the indenture governing Products Corporation’s outstand-
ing 93⁄4% Senior Secured Notes (the “93⁄4% Senior Secured Notes Indenture”) and the Senior Subordinated
Term Loan Agreement generally restrict Products Corporation from paying dividends or making distri-
butions to Revlon, Inc. except in limited circumstances (including, without limitation, that Products
Corporation is permitted to pay dividends and make distributions to Revlon, Inc. to enable Revlon,
Inc., among other things, to 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, NYSE listing fees and other expenses related to being a public holding company and, subject to
certain limitations, to pay dividends, if any, on Revlon, Inc.’s outstanding securities or make distributions in
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). This limitation therefore restricts Revlon, Inc.’s ability to pay dividends on its
Class A Common Stock. Revlon, Inc. expects that quarterly dividends on its Preferred Stock will be funded
by cash interest payments to be received by Revlon, Inc. from Products Corporation on the Contributed
Loan (the $48.6 million portion of the Senior Subordinated Term Loan that was contributed to Revlon, Inc.
by MacAndrews & Forbes). Additionally, Revlon, Inc. expects to pay the liquidation preference of the
Preferred Stock on October 8, 2013 with the cash payment to be received by Revlon, Inc. from Products
Corporation in respect of the maturity of the Contributed Loan. The payment of such interest and principal
under the Contributed Loan to Revlon, Inc. by Products Corporation is permissible under the 2006 Credit
Agreements, the Senior Subordinated Term Loan Agreement and the 93⁄4% Senior Secured Notes
Indenture. Under the Delaware General Corporation Law, Revlon, Inc. is permitted to pay dividends
only from its “surplus,” which is the excess of its total assets over the sum of its liabilities plus the aggregate
par value of its outstanding capital stock, or if Revlon, Inc. has no surplus, out of its net profits for the year in
which a dividend is declared and for the immediately preceding fiscal year. Additionally, Revlon, Inc. is
permitted to redeem the Preferred Stock only from its surplus. 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. (See “The Preferred Stock ranks senior
to Revlon, Inc.’s Common Stock and is subordinate to the Company’s indebtedness. However, pursuant to
the Senior Subordinated Term Loan Agreement, the Preferred Stock is senior in right of payment to the
payment of principal under such loan prior to its respective maturity dates.”)
10
All of the shares of the capital stock of Products Corporation held by Revlon, Inc. are pledged to secure
Revlon, Inc.’s guarantee of Products Corporation’s obligations under the 2006 Credit Agreements and the
93⁄4% Senior Secured Notes. A foreclosure upon the shares of Products Corporation’s common stock would
result in Revlon, Inc. no longer holding its only material asset and would have a material adverse effect on
the holders of Revlon, Inc.’s Common Stock and Preferred Stock and would be a change of control under
Products Corporation’s other debt instruments.
Products Corporation’s substantial indebtedness could adversely affect the Company’s operations and
flexibility and Products Corporation’s ability to service its debt.
Products Corporation has a substantial amount of outstanding indebtedness. As of December 31, 2009,
the Company’s total indebtedness was $1,248.1 million, primarily including $815.0 million aggregate
principal amount outstanding under the 2006 Term Loan Facility, $330.0 million in aggregate principal
face amount outstanding of Products Corporation’s 93⁄4% Senior Secured Notes and $58.4 million under the
Non-Contributed Loan. Also, Revlon, Inc. has $48.6 million in liquidation preference of Preferred Stock to
be paid by Revlon, Inc. at maturity. While Revlon, Inc. achieved net income of $48.8 million (with
$48.5 million of income from continuing operations) and $57.9 million (with $13.1 million of income from
continuing operations) for the years ended December 31, 2009 and 2008, respectively, the Company has a
history of net losses prior to 2008 and, in addition, if it is unable to achieve sustained profitability and free
cash flow in future periods, it could adversely affect the Company’s operations and Products Corporation’s
ability to service its debt.
The Company is subject to the risks normally associated with substantial indebtedness, including the
risk that the Company’s operating revenues will be insufficient to meet required payments of principal and
interest, and the risk that Products Corporation will be unable to refinance existing indebtedness when it
becomes due or that the terms of any such refinancing will be less favorable than the current terms of such
indebtedness. Products Corporation’s substantial indebtedness could also have the effect of:
•
•
limiting the Company’s ability to fund (including by obtaining additional financing) the costs and
expenses of the execution of the Company’s business strategy, future working capital, capital
expenditures, advertising, promotional or marketing expenses, new product development costs,
purchases and reconfigurations of wall displays, acquisitions, investments, restructuring programs
and other general corporate requirements;
requiring the Company to dedicate a substantial portion of its cash flow from operations to
payments on Products Corporation’s indebtedness, thereby reducing the availability of the
Company’s cash flow for the execution of the Company’s business strategy and for other general
corporate purposes;
• placing the Company at a competitive disadvantage compared to its competitors that have less debt;
•
limiting the Company’s flexibility in responding to changes in its business and the industry in which
it operates; and
• making the Company more vulnerable in the event of adverse economic conditions or a downturn
in its business.
Although agreements governing Products Corporation’s indebtedness, including the 2006 Credit
Agreements, the indenture governing Products Corporation’s outstanding 93⁄4% Senior Secured Notes
and the Senior Subordinated Term Loan Agreement, limit Products Corporation’s ability to borrow
additional money, under certain circumstances Products Corporation is allowed to borrow a significant
amount of additional money, some of which, in certain circumstances and subject to certain limitations,
could be secured indebtedness. To the extent that more debt is added to the Company’s current debt levels,
the risks described above may increase.
Products Corporation’s ability to pay the principal of its indebtedness depends on many factors.
11
The 2006 Bank Credit Agreements mature in January 2012, the Contributed Loan under the Senior
Subordinated Term Loan matures in October 2013, the Non-Contributed Loan under the Senior Subor-
dinated Term Loan matures in October 2014, and the 93⁄4% Senior Secured Notes mature in November
2015. Products Corporation currently anticipates that, in order to pay the principal amount of its out-
standing indebtedness upon the occurrence of any event of default, to repurchase its 93⁄4% Senior Secured
Notes if a change of control occurs or in the event that Products Corporation’s cash flows from operations
are insufficient to allow it to pay the principal amount of its indebtedness at maturity, the Company may be
required to refinance Products Corporation’s indebtedness, seek to sell assets or operations, seek to sell
additional Revlon, Inc. equity, seek to sell Revlon, Inc. debt securities or Products Corporation debt
securities or seek additional capital contributions or loans from MacAndrews & Forbes or from the
Company’s other affiliates and/or third parties. The Company may be unable to take any of these actions,
because of a variety of commercial or market factors or constraints in Products Corporation’s debt
instruments, including, for example, market conditions being unfavorable for an equity or debt issuance,
additional capital contributions or loans not being available from affiliates and/or third parties, or that the
transactions may not be permitted under the terms of the various debt instruments then in effect, such as
due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party
transactions. Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or
enable the Company to comply with the financial covenants under the 2006 Credit Agreements if the
actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case
may be.
None of the Company’s affiliates are required to make any capital contributions, loans or other
payments to Products Corporation regarding its obligations on its indebtedness. Products Corporation may
not be able to pay the principal amount of its indebtedness if the Company took any of the above actions
because, under certain circumstances, the indenture governing Products Corporation’s outstanding
93⁄4% Senior Secured Notes or any of its other debt instruments (including the 2006 Credit Agreements
and the Senior Subordinated Term Loan Agreement) or the debt instruments of Products Corporation’s
subsidiaries then in effect may not permit the Company to take such actions. (See “Restrictions and
covenants in Products Corporation’s debt agreements limit its ability to take certain actions and impose
consequences in the event of failure to comply”).
Additionally, the economic conditions during the latter part of 2008 and in 2009 and the volatility in the
financial markets contributed to a substantial tightening of the credit markets and a reduction in credit
availability, including lending by financial institutions. Although Products Corporation was able to suc-
cessfully refinance its 91⁄2% Senior Notes with the issuance of its new 93⁄4% Senior Secured Notes in
November 2009, the future state of the credit markets could adversely impact the Company’s ability to
refinance or replace Products Corporation’s outstanding indebtedness at or prior to their respective
maturity dates, which would have a material adverse effect on the Company’s business, financial condition
and/or results of operations.
Restrictions and covenants in Products Corporation’s debt agreements limit its ability to take certain
actions and impose consequences in the event of failure to comply.
Agreements governing Products Corporation’s outstanding indebtedness, including the 2006 Credit
Agreements, the indenture governing Products Corporation’s 93⁄4% Senior Secured Notes and the Senior
Subordinated Term Loan Agreement, contain a number of significant restrictions and covenants that limit
Products Corporation’s ability (subject in each case to limited exceptions) to, among other things:
• borrow money;
• use assets as security in other borrowings or transactions;
• pay dividends on stock or purchase stock;
•
•
sell assets and use the proceeds from such sales;
enter into certain transactions with affiliates;
12
• make certain investments;
• prepay, redeem or repurchase specified indebtedness; and
• permit restrictions on the payment of dividends by Products Corporation’s subsidiaries.
In addition, the 2006 Credit Agreements contain financial covenants limiting Products Corporation’s
senior secured debt-to-EBITDA ratio (in the case of the 2006 Term Loan Agreement) and, under certain
circumstances, requiring Products Corporation to maintain a minimum consolidated fixed charge coverage
ratio (in the case of the 2006 Revolving Credit Agreement). These covenants affect Products Corporation’s
operating flexibility by, among other things, restricting its ability to incur expenses and indebtedness that
could be used to fund the costs of executing the Company’s business strategy and to grow the Company’s
business, as well as to fund general corporate purposes.
The breach of the 2006 Credit Agreements would permit Products Corporation’s lenders to accelerate
amounts outstanding under the 2006 Credit Agreements, which would in turn constitute an event of default
under the Senior Subordinated Term Loan Agreement and the indenture governing Products Corporation’s
outstanding 93⁄4% Senior Secured Notes, if the amount accelerated exceeds $25.0 million and such default
remains uncured for 10 days following notice from MacAndrews & Forbes with respect to the Senior
Subordinated Term Loan Agreement or the trustee or the holders of at least 30% of the outstanding
principal amount of the notes under the 93⁄4% Senior Secured Notes indenture. In addition, holders of
Products Corporation’s outstanding 93⁄4% Senior Secured Notes may require Products Corporation to
repurchase their respective notes in the event of a change of control under the 93⁄4% Senior Secured Notes
indenture. (See “Products Corporation’s ability to pay the principal of its indebtedness depends on many
factors”). Products Corporation may not have sufficient funds at the time of any such breach of any such
covenant or change of control to repay in full the borrowings under the 2006 Credit Agreements or the
Senior Subordinated Term Loan Agreement or to repurchase or redeem its outstanding 93⁄4% Senior
Secured Notes.
Events beyond the Company’s control could impair the Company’s operating performance, which
could affect Products Corporation’s ability to comply with the terms of Products Corporation’s debt
instruments. Such events may include decreased consumer spending in response to weak economic
conditions or weakness in the cosmetics category in the mass retail channel; adverse changes in currency
exchange rates; decreased sales of the Company’s products as a result of increased competitive activities by
the Company’s competitors; changes in consumer purchasing habits, including with respect to shopping
channels; retailer inventory management; changes in retailer pricing or promotional strategies; retailer
space reconfigurations or reductions in retailer display space; less than anticipated results from the
Company’s existing or new products or from its advertising, promotional and/or marketing plans; or if
the Company’s expenses, including, without limitation, for pension expense under its benefit plans,
advertising, promotions and/or marketing activities or for sales returns related to any reduction of retail
space, product discontinuances or otherwise, exceed the anticipated level of expenses.
Under such circumstances, Products Corporation may be unable to comply with the provisions of
Products Corporation’s debt instruments, including the financial covenants in the 2006 Credit Agreements.
If Products Corporation is unable to satisfy such covenants or other provisions at any future time, Products
Corporation would need to seek an amendment or waiver of such financial covenants or other provisions.
The respective lenders under the 2006 Credit Agreements may not consent to any amendment or waiver
requests that Products Corporation may make in the future, and, if they do consent, they may not do so on
terms which are favorable to it and/or Revlon, Inc.
In the event that Products Corporation was unable to obtain any such waiver or amendment, Products
Corporation’s inability to meet the financial covenants or other provisions of the 2006 Credit Agreements
would constitute an event of default under the 2006 Credit Agreements, which would permit the bank
lenders to accelerate the 2006 Credit Agreements, which in turn would constitute an event of default under
the Senior Subordinated Term Loan Agreement and the indenture governing Products Corporation’s
outstanding 93⁄4% Senior Secured Notes, if the amount accelerated exceeds $25.0 million and such default
13
remains uncured for 10 days following notice from MacAndrews & Forbes with respect to the Senior
Subordinated Term Loan Agreement or the trustee or the holders of at least 30% of the outstanding
principal amount of the outstanding notes under the 93⁄4% Senior Secured Notes indenture.
Products Corporation’s assets and/or cash flow and/or that of Products Corporation’s subsidiaries may
not be sufficient to fully repay borrowings under its outstanding debt instruments, either upon maturity or if
accelerated upon an event of default, and if Products Corporation was required to repurchase its
outstanding 93⁄4% Senior Secured Notes or repay the Senior Subordinated Term Loan or repay the
2006 Credit Agreements upon a change of control, Products Corporation may be unable to refinance
or restructure the payments on such debt. Further, if Products Corporation was unable to repay, refinance
or restructure its indebtedness under the 2006 Credit Agreements and/or the 93⁄4% Senior Secured Notes,
the lenders and the noteholders, as applicable, subject to certain conditions and limitations as set forth in
the second amended and restated intercreditor agreement, could proceed against the collateral securing
that indebtedness.
Limits on Products Corporation’s borrowing capacity under the 2006 Revolving Credit Facility may affect
the Company’s ability to finance its operations.
While the 2006 Revolving Credit Facility currently provides for up to $160.0 million of commitments,
Products Corporation’s ability to borrow funds under this facility is limited by a borrowing base determined
relative to the value, from time to time, 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.
If the value of these eligible assets is not sufficient to support the full $160.0 million borrowing base,
Products Corporation will not have full access to the 2006 Revolving Credit Facility, but rather could have
access to a lesser amount determined by the borrowing base. As Products Corporation continues to manage
its working capital, this could reduce the borrowing base under the 2006 Revolving Credit Facility. Further,
if Products Corporation borrows funds under this facility, subsequent changes in the value or eligibility of
the assets within the borrowing base could cause Products Corporation to be required to pay down the
amounts outstanding so that there is no amount outstanding in excess of the then-existing borrowing base.
Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also
conditioned upon its compliance with other covenants in the 2006 Revolving Credit Agreement, including a
fixed charge coverage ratio that applies when the “excess borrowing base” (representing the difference
between (1) the borrowing base under the 2006 Revolving Credit Facility and (2) the amounts outstanding
under such facility) is less than $20.0 million. Because of these limitations, Products Corporation may not
always be able to meet its cash requirements with funds borrowed under the 2006 Revolving Credit Facility,
which could have a material adverse effect on the Company’s business, financial condition and/or results of
operations.
At January 31, 2010, the 2006 Term Loan Facility was fully drawn, and the Company had a liquidity
position of approximately $170.6 million, consisting of cash and cash equivalents (net of any outstanding
checks) of approximately $54.5 million, as well as approximately $116.1 million in available borrowings
under the 2006 Revolving Credit Facility, based upon the calculated borrowing base less $12.1 million
outstanding letters of credit and nil then drawn under the 2006 Revolving Credit Facility at such date.
The 2006 Revolving Credit Facility is syndicated to a group of banks and financial institutions. Each
bank is responsible to lend its portion of the $160.0 million commitment if and when Products Corporation
seeks to draw under the 2006 Revolving Credit Facility. The lenders may assign their commitments to other
banks and financial institutions in certain cases without prior notice to Products Corporation. If a lender is
unable to meet its lending commitment, then the other lenders under the 2006 Revolving Credit Facility
have the right, but not the obligation, to lend additional funds to make up for the defaulting lender’s
commitment, if any. While Products Corporation has never had any of its lenders under the 2006 Revolving
Credit Facility fail to fulfill their lending commitment, economic conditions in late 2008 and 2009 and the
volatility in the financial markets during this time period have impacted the liquidity and financial
condition of certain banks and financial institutions. Based on information available to the Company,
14
the Company has no reason to believe that any of the lenders under Products Corporation’s 2006 Revolving
Credit Facility would be unable to fulfill their commitments under the 2006 Revolving Credit Facility as of
December 31, 2009. However, if one or more lenders under the 2006 Revolving Credit Facility were unable
to fulfill their commitment to lend, such inability would impact the Company’s liquidity and, depending
upon the amount involved and the Company’s liquidity requirements, could have an adverse affect on the
Company’s ability to fund its operations, which could have a material adverse effect on the Company’s
business, financial condition and/or results of operations.
A substantial portion of Products Corporation’s indebtedness is subject to floating interest rates.
A substantial portion of Products Corporation’s indebtedness is subject to floating interest rates, which
makes the Company more vulnerable in the event of adverse economic conditions, increases in prevailing
interest rates or a downturn in the Company’s business. As of December 31, 2009, $665.3 million of
Products Corporation’s total indebtedness, or approximately 50% of Products Corporation’s total indebt-
edness, was subject to floating interest rates.
Under the 2006 Term Loan Facility, loans bear interest, at Products Corporation’s option, at either the
Eurodollar Rate plus 4.0% per annum, which is based upon LIBOR, or the Alternate Base Rate (as defined
in the 2006 Term Loan Agreement) plus 3.0% per annum, which Alternate Base Rate is based on the
greater of Citibank, N.A.’s announced base rate and the U.S. federal funds rate plus 0.5%; provided that
pursuant to the 2008 Interest Rate Swap transaction that Products Corporation entered into in April 2008
with Citibank, N.A. acting as the counterparty, the LIBOR portion of the interest rate on $150.0 million of
outstanding indebtedness under the 2006 Term Loan Facility was effectively fixed at 2.66% through
April 16, 2010 (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such
notional amount at 6.66% for the 2-year term of the 2008 Interest Rate Swap). Under the terms of the 2008
Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed interest
rate of 2.66% on the $150.0 million notional amount, while receiving variable interest rate payments from
the counterparty equal to the three-month U.S. dollar LIBOR. Borrowings under the 2006 Revolving
Credit Facility (other than loans in foreign currencies) bear interest at a rate equal to, at Products
Corporation’s option, either (i) the Eurodollar Rate plus 2.0% per annum or (ii) the Alternate Base Rate
(as defined in the 2006 Revolving Credit Agreement) plus 1.0% per annum. Loans in foreign currencies
bear interest in certain limited circumstances, or if mutually acceptable to Products Corporation and the
relevant foreign lenders, at the Local Rate, and otherwise at the Eurocurrency Rate (as each such term is
defined in the 2006 Revolving Credit Agreement), in each case plus 2.0%.
If any of LIBOR, the base rate, the U.S. federal funds rate or such equivalent local currency rate
increases, the Company’s debt service costs will increase to the extent that Products Corporation has
elected such rates for its outstanding loans.
Based on the amounts outstanding under the 2006 Credit Agreements and other short-term borrow-
ings (which, in the aggregate, are Products Corporation’s only debt currently subject to floating interest
rates) as of December 31, 2009, an increase in LIBOR of 1% would increase the Company’s annual interest
expense by approximately $6.8 million after giving effect to the 2008 Interest Rate Swap. If the Company
allows the 2008 Interest Rate Swap to expire without a replacement, an increase in LIBOR of 1% would
increase the Company’s annual interest expense by approximately $7.8 million, beginning in May 2010.
Increased debt service costs would adversely affect the Company’s cash flow. While Products Corporation
may enter into other interest hedging contracts, the 2006 Credit Agreements limit the notional amount that
may be outstanding on such transactions at any time to $300 million, Products Corporation may not be able
to do so on a cost-effective basis, any additional hedging transactions it might enter into may not achieve
their intended purpose and shifts in interest rates may have a material adverse effect on the Company’s
business, financial condition and/or results of operations.
The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its
products. Disruptions to this facility, or at other third party facilities at which the Company’s products are
manufactured, could affect the Company’s business, financial condition and/or results of operations.
15
The Company produces a substantial portion of its products at its Oxford, North Carolina facility.
Significant unscheduled downtime at this facility, or at other third party facilities at which the Company’s
products are manufactured, whether due to equipment breakdowns, power failures, natural disasters,
weather conditions hampering delivery schedules or other disruptions, including those caused by tran-
sitioning manufacturing from other facilities to the Company’s Oxford, North Carolina facility, or any other
cause could adversely affect the Company’s ability to provide products to its customers, which could affect
the Company’s sales, business, financial condition and/or results of operations. Additionally, if product sales
exceed forecasts or production, the Company could, from time to time, not have an adequate supply of
products to meet customer demands, which could cause the Company to lose sales.
The Company’s new product introductions may not be as successful as the Company anticipates, which
could have a material adverse effect on the Company’s business, financial condition and/or results of
operations.
The Company has a rigorous process for the continuous development and evaluation of new product
concepts, led by executives in marketing, sales, product development, operations, law and finance. Each
new product launch, including those resulting from this new product development process, carries risks, as
well as the possibility of unexpected consequences, including:
•
•
•
•
•
•
•
•
•
the acceptance of the new product launches by, and sales of such new products to, the Company’s
retail customers may not be as high as the Company anticipates;
the Company’s advertising, promotional and marketing strategies for its new products may be less
effective than planned and may fail to effectively reach the targeted consumer base or engender the
desired consumption;
the rate of purchases by the Company’s consumers may not be as high as the Company anticipates;
the Company’s wall displays to showcase the new products may fail to achieve their intended
effects;
the Company may experience out-of-stocks and/or product returns exceeding its expectations as a
result of its new product launches or reductions in retail display space or due to retailer inventory
management or changes in retailer pricing or promotional strategies;
the Company may incur costs exceeding its expectations as a result of the continued development
and launch of new products, including, for example, advertising, promotional and marketing
expenses, sales return expenses or other costs related to launching new products;
the Company may experience a decrease in sales of certain of the Company’s existing products as a
result of newly-launched products;
the Company’s product pricing strategies for new product launches may not be accepted by its retail
customers and/or its consumers, which may result in the Company’s sales being less than it
anticipates; and
any delays or difficulties impacting the Company’s ability, or the ability of the Company’s suppliers,
to timely manufacture, distribute and ship products, displays or display walls in connection with
launching new products, such as due to inclement weather conditions or those delays or difficulties
discussed under “The Company depends on its Oxford, North Carolina facility for production of a
substantial portion of its products. Disruptions to this facility, or at other third party facilities at
which the Company’s products are manufactured, could affect the Company’s business, financial
condition and/or results of operations” could affect the Company’s ability to ship and deliver
products to meet its retail customers’ reset deadlines.
Each of the risks referred to above could delay or impede the Company’s ability to achieve its sales
objectives, which could have a material adverse effect on the Company’s business, financial condition
and/or results of operations.
16
The Company’s ability to service its debt and meet its cash requirements depends on many factors,
including achieving anticipated levels of revenue and expenses. If such revenue or expense levels prove to
be other than as anticipated, the Company may be unable to meet its cash requirements or Products
Corporation may be unable to meet the requirements of the financial covenants under the 2006 Credit
Agreements, which could have a material adverse effect on the Company’s business, financial condition
and/or results of operations.
The Company currently expects that operating revenues, cash on hand, and funds available for
borrowing under the 2006 Revolving Credit Agreement and other permitted lines of credit will be sufficient
to enable the Company to cover its operating expenses for 2010, including cash requirements in connection
with the payment of expenses in connection with the continued execution of the Company’s business
strategy, purchases of permanent wall displays, capital expenditure requirements, payments in connection
with the Company’s restructuring programs, severance not otherwise included in the Company’s restruc-
turing programs, debt service payments, debt repurchases and costs and regularly scheduled pension and
post-retirement plan contributions and benefit payments.
If the Company’s anticipated level of revenue is not achieved, however, because of, for example,
decreased consumer spending in response to weak economic conditions or weakness in the cosmetics
category in the mass retail channel; adverse changes in currency exchange rates; decreased sales of the
Company’s products as a result of increased competitive activities by the Company’s competitors; changes
in consumer purchasing habits, including with respect to shopping channels; retailer inventory manage-
ment; retailer space reconfigurations or reductions in retailer display space; changes in retailer pricing or
promotional strategies; less than anticipated results from the Company’s existing or new products or from
its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without
limitation, for pension expense under its benefit plans, advertising, promotions or marketing activities or for
sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the
anticipated level of expenses, the Company’s current sources of funds may be insufficient to meet its cash
requirements. In addition, such developments, if significant, could reduce the Company’s revenues and
could adversely affect Products Corporation’s ability to comply with certain financial covenants under the
2006 Credit Agreements.
If operating revenues, cash on hand and funds available for borrowing are insufficient to cover the
Company’s expenses or are insufficient to enable Products Corporation to comply with the financial
covenants under the 2006 Credit Agreements, the Company could be required to adopt one or more of the
alternatives listed below:
• delaying the implementation of or revising certain aspects of the Company’s business strategy;
•
•
reducing or delaying purchases of wall displays or advertising, promotional or marketing expenses;
reducing or delaying capital spending;
• delaying, reducing or revising the Company’s restructuring programs;
•
•
•
•
•
refinancing Products Corporation’s indebtedness;
selling assets or operations;
seeking additional capital contributions and/or loans from MacAndrews & Forbes, the Company’s
other affiliates and/or third parties;
selling additional Revlon, Inc. equity or debt securities or Products Corporation debt securities; or
reducing other discretionary spending.
If the Company is required to take any of these actions, it could have a material adverse effect on its
business, financial condition and/or results of operations. In addition, the Company may be unable to take
any of these actions, because of a variety of commercial or market factors or constraints in Products
Corporation’s debt instruments, including, for example, market conditions being unfavorable for an equity
17
or debt issuance, additional capital contributions or loans not being available from affiliates and/or third
parties, or that the transactions may not be permitted under the terms of the various debt instruments then
in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or
related party transactions.
Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or enable
Products Corporation to comply with the financial covenants under the 2006 Credit Agreements if the
actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case
may be. See also,“— Restrictions and covenants in Products Corporation’s debt agreements limit its ability
to take certain actions and impose consequences in the event of failure to comply” which discusses, among
other things, the consequences of noncompliance with Products Corporation’s credit agreement covenants.
Economic conditions and the state of the financial markets could have a material adverse effect on the
Company’s business, financial condition and/or results of operations or on the financial condition of its
customers and suppliers.
The economic conditions in late 2008 and 2009 and the state of the financial markets in 2009, both in
the U.S. and in many other countries where the Company operates, have contributed and may continue to
contribute to higher unemployment levels, decreased consumer spending, reduced credit availability and/or
declining business and consumer confidence. Such conditions could have an impact on consumer purchases
and/or retail customer purchases of the Company’s products, which could result in a reduction of net sales,
operating income and/or cash flows. Additionally, disruptions in the credit and other financial markets and
economic conditions could, among other things, impair the financial condition of one or more of the
Company’s customers or suppliers, thereby increasing the risk of customer bad debts or non-performance
by suppliers. These conditions could have a material adverse effect on the Company’s business, financial
condition and/or results of operations.
The Company depends on a limited number of customers for a large portion of its net sales and the loss of
one or more of these customers could reduce the Company’s net sales and have a material adverse effect on
the Company’s business, financial condition and/or results of operations.
For 2009, 2008 and 2007, Wal-Mart, Inc. accounted for approximately 23%, 23% and 24%, respectively,
of the Company’s worldwide net sales. The Company expects that for future periods, Wal-Mart and a small
number of other customers will, in the aggregate, continue to account for a large portion of the Company’s
net sales. These customers have demanded, and may continue to demand, increased service and other
accommodations. The Company may be affected by changes in the policies and demands of its retail
customers relating to service levels, inventory de-stocking, pricing and promotional strategies or limitations
on access to wall display space. As is customary in the consumer products industry, none of the Company’s
customers is under an obligation to continue purchasing products from the Company in the future.
The loss of Wal-Mart or one or more of the Company’s other customers that may account for a
significant portion of the Company’s net sales, or any significant decrease in sales to these customers,
including as a result of retailer consolidation, retailer inventory management, changes in retailer pricing or
promotional strategies or any significant decrease in the Company’s retail display space in any of these
customers’ stores, could reduce the Company’s net sales and/or operating income and therefore could have
a material adverse effect on the Company’s business, financial condition and/or results of operations.
Declines in the financial markets may result in increased pension expense and increased cash contributions
to the Company’s pension plans.
Declines in the U.S. and global financial markets in late 2008 resulted in significant declines on pension
plan assets for 2008, which has resulted in increased pension expense for 2009 and increased cash
contributions to the Company’s pension plans for 2010 and beyond. Future volatility in the financial
markets may further affect the Company’s return on pension plan assets for 2010 and in subsequent years.
Interest rate levels will affect the discount rate used to value the Company’s year-end pension benefit
obligations. One or more of these factors, individually or taken together, could further impact required cash
contributions to the Company’s pension plans and pension expense in 2010 and beyond. Any one or more of
18
these conditions could have a material adverse effect on the Company’s business, financial condition and/or
results of operations.
The Company may be unable to increase its sales through the Company’s primary distribution channels,
which could have a material adverse effect on the Company’s business, financial condition and/or results of
operations.
In the U.S., mass volume retailers and chain drug and food stores currently are the primary distribution
channels for the Company’s products. Additionally, other channels, including prestige and department
stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution
outlets, combine to account for a significant amount of sales of cosmetics and beauty care products. A
decrease in consumer demand in the U.S. mass retail channel for color cosmetics, retailer inventory
management, changes in retailer pricing or promotional strategies, a reduction in retailer display space
and/or a change in consumers’ purchasing habits, such as by buying more cosmetics and beauty care
products in channels in which the Company does not currently compete, could impact the sales of its
products through these distribution channels, which could reduce the Company’s net sales and therefore
have a material adverse effect on the Company’s business, financial condition and/or results of operations.
Competition in the cosmetics and beauty care products business could materially adversely affect the
Company’s net sales and its share of the mass retail channel and could have an adverse effect on the
Company’s business, financial condition and/or results of operations.
The cosmetics and beauty care products business is highly competitive. The Company competes
primarily on the basis of:
• developing quality products with innovative performance features, shades, finishes and packaging;
•
•
educating consumers on the Company’s product benefits;
anticipating and responding to changing consumer demands in a timely manner, including the
timing of new product introductions and line extensions;
• offering attractively priced products, relative to the product benefits provided;
• maintaining favorable brand recognition;
•
•
generating competitive margins and inventory turns for the Company’s retail customers by
providing relevant products and executing effective pricing, incentive and promotion programs;
ensuring product availability through effective planning and replenishment collaboration with
retailers;
• providing strong and effective advertising, promotion, marketing and merchandising support;
• maintaining an effective sales force; and
• obtaining and retaining sufficient retail display space, optimal in-store positioning and effective
presentation of the Company’s products at retail.
An increase in or change in the current level of the amount of competition that the Company faces
could have a material adverse effect on its share of the mass retail channel and revenues. The Company
experienced significant declines in its share in color cosmetics in the U.S. mass retail channel from
approximately 32% in the second quarter of 1998 to approximately 22% in the second quarter of 2002.
In 2009, the Company achieved a combined U.S. color cosmetics share in the U.S. mass retail channel of
18.1% (with the Revlon brand registering a U.S. mass retail channel share of 12.7% for both 2009 and 2008,
and the Almay brand registering a U.S. mass retail channel share of 5.4% for 2009, compared to 5.9% for
2008). It is possible that declines in the Company’s share of the mass retail channel could also occur in the
future.
In addition, the Company competes against a number of multi-national manufacturers, some of which
are larger and have substantially greater resources than the Company, and which may therefore have the
19
ability to spend more aggressively on advertising, promotions and marketing and have more flexibility to
respond to changing business and economic conditions than the Company. In addition to products sold in
the mass retail channel, the Company’s products also compete with similar products sold through other
channels, including prestige and department stores, television shopping, door-to-door, specialty stores, the
internet, perfumeries and other distribution outlets.
Additionally, the Company’s major retail customers periodically assess the allocation of retail display
space among competitors and in the course of doing so could elect to reduce the display space allocated to
the Company’s products, if, for example, the Company’s marketing strategies for its new and/or existing
products are less effective than planned, fail to effectively reach the targeted consumer base or engender the
desired consumption; and/or the rate of purchases by the Company’s consumers are not as high as the
Company anticipates. Any significant loss of display space could have an adverse effect on the Company’s
business, financial condition and/or results of operations.
The Company’s foreign operations are subject to a variety of social, political and economic risks and have
been, and are expected to continue to be, affected by foreign currency fluctuations, which could adversely
affect the results of the Company’s business, financial condition and/or results of operations and the value
of its foreign assets.
As of December 31, 2009, the Company had operations based in 14 foreign countries and its products
were sold throughout the world. The Company is exposed to the risk of changes in social, political and
economic conditions, including inflation, inherent in operating in foreign countries, including those in Asia,
Eastern Europe, Latin America (including Venezuela) and South Africa, which could adversely affect the
Company’s business, financial condition and/or results of operations. Such changes include changes in the
laws and policies that govern foreign investment in countries where the Company has operations, hyper-
inflation, currency devaluation, changes in consumer purchasing habits including as to shopping channels,
as well as, to a lesser extent, changes in U.S. laws and regulations relating to foreign trade and investment.
The Company’s subsidiary in Venezuela accounted for approximately 4% and 7% of the Company’s
consolidated net sales and operating income, respectively, as of December 31, 2009. Effective January 1,
2010 Venezuela has been designated as a highly inflationary economy under U.S. GAAP and on January 8,
2010 the Venezuelan government announced the devaluation of its local currency. As a result of the
hyperinflationary designation and devaluation of the local currency in Venezuela, it is expected that the
Company’s results of operations in 2010 will be adversely impacted. (See “Financial Condition, Liquidity
and Capital Resources — Impact of Foreign Currency Translation - Venezuela” for details regarding the
designation of Venezuela as a highly inflationary economy in 2010 and the Venezuelan government’s
announcement of the devaluation of its local currency on January 8, 2010).
The Company’s net sales outside of the U.S. for the years ended December 31, 2009, 2008 and 2007
were approximately 42%, 42% and 41% of the Company’s total consolidated net sales, respectively.
Fluctuations in foreign currency exchange rates have affected and may continue to affect the Company’s
results of operations and the value of its foreign assets in 2009, which in turn may adversely affect the
Company’s reported net sales and earnings and the comparability of period-to-period results of operations.
Products Corporation enters into foreign currency forward exchange contracts to hedge certain net
cash flows denominated in foreign currencies. The foreign currency forward exchange contracts are entered
into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany
payments denominated in foreign currencies and generally have maturities of less than one year. At
December 31, 2009, the notional amount of Products Corporation’s foreign currency forward exchange
contracts was $54.3 million. The foreign currency forward exchange contracts that Products Corporation
enters into may not adequately protect against foreign currency fluctuations.
Terrorist attacks, acts of war or military actions may adversely affect the markets in which the Company
operates and the Company’s business, financial condition and/or results of operations.
On September 11, 2001, the U.S. was the target of terrorist attacks of unprecedented scope. These
attacks contributed to major instability in the U.S. and other financial markets and reduced consumer
20
confidence. These terrorist attacks, as well as terrorist attacks such as those that have occurred in Madrid,
Spain and London, England, military responses to terrorist attacks and future developments, or other
military actions, such as the military actions in Iraq and Afghanistan, may adversely affect prevailing
economic conditions, resulting in reduced consumer spending and reduced demand for the Company’s
products. These developments subject the Company’s worldwide operations to increased risks and,
depending on their magnitude, could reduce net sales and therefore could have a material adverse effect
on the Company’s business, financial condition and/or results of operations.
The Company’s products are subject to federal, state and international regulations that could adversely
affect the Company’s business, financial condition and/or results of operations.
The Company is subject to regulation by the FTC and the FDA in the U.S., as well as various other
federal, state, local and foreign regulatory authorities, including those in the EU, Canada and other
countries in which the Company operates. The Company’s Oxford, North Carolina manufacturing facility is
registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics
that contain over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Regulations in the
U.S., the EU, Canada and other countries in which the Company operates that are designed to protect
consumers or the environment have an increasing influence on the Company’s product claims, ingredients
and packaging. To the extent regulatory changes occur in the future, they could require the Company to
reformulate or discontinue certain of its products or revise its product packaging or labeling, any of which
could result in, among other things, increased costs to the Company, delays in product launches, product
returns or recalls and lower net sales, and therefore could have a material adverse effect on the Company’s
business, financial condition and/or results of operations.
Shares of Revlon, Inc. Class A Common Stock and Products Corporation’s capital stock are pledged to
secure various of Revlon, Inc.’s and/or other of the Company’s affiliates’ obligations and foreclosure upon
these shares or dispositions of shares could result in the acceleration of debt under the 2006 Credit
Agreements and the 93⁄4% Senior Secured Notes and could have other consequences.
All of Products Corporation’s shares of common stock are pledged to secure Revlon, Inc.’s guarantee
under the 2006 Credit Agreements and the 93⁄4% Senior Secured Notes. MacAndrews & Forbes has advised
the Company that it has pledged shares of Revlon, Inc.’s Class A Common Stock to secure certain
obligations of MacAndrews & Forbes. Additional shares of Revlon, Inc. and shares of common stock of
intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes may from time to time
be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that
are secured by the pledged shares could cause a foreclosure with respect to such shares of Revlon, Inc.’s
Class A Common Stock, Products Corporation’s common stock or stock of intermediate holding companies
between Revlon, Inc. and MacAndrews & Forbes.
A foreclosure upon any such shares of common stock or dispositions of shares of Revlon, Inc.’s Class A
Common Stock, Products Corporation’s common stock or stock of intermediate holding companies
between Revlon, Inc. and MacAndrews & Forbes which are beneficially owned by MacAndrews & Forbes
could, in a sufficient amount, constitute a “change of control” under the 2006 Credit Agreements, the
Senior Subordinated Term Loan Agreement and the indenture governing the 93⁄4% Senior Secured Notes.
A change of control constitutes an event of default under the 2006 Credit Agreements, which would permit
Products Corporation’s lenders to accelerate amounts outstanding under the 2006 Credit Facilities. In
addition, holders of the 93⁄4% Senior Secured Notes may require Products Corporation to repurchase their
respective notes under those circumstances. Upon a change of control, Products Corporation would also be
required, after fulfilling its repayment obligations under the 93⁄4% Senior Secured Notes indenture, to repay
in full the Senior Subordinated Term Loan, provided that Revlon, Inc. at such time has redeemed or is then
concurrently redeeming the Preferred Stock.
Products Corporation may not have sufficient funds at the time of any such change of control to repay
in full the borrowings under the 2006 Credit Facilities or to repurchase or redeem the 93⁄4% Senior Secured
Notes and/or to repay the Contributed Loan that Revlon, Inc. expects to use to redeem the Preferred Stock
and/or repay the Senior Subordinated Term Loan. (See “The Company’s ability to service its debt and meet
21
its cash requirements depends on many factors, including achieving anticipated levels of revenue and
expenses. If such revenue or expense levels prove to be other than as anticipated, the Company may be
unable to meet its cash requirements or Products Corporation may be unable to meet the requirements of
the financial covenants under the 2006 Credit Agreements, which could have a material adverse effect on
the Company’s business, financial condition and/or results of operations”).
MacAndrews & Forbes has the power to direct and control the Company’s business.
MacAndrews & Forbes is wholly-owned by Ronald O. Perelman. Mr. Perelman, directly and through
MacAndrews & Forbes, beneficially owned, at December 31, 2009, approximately 79% of Revlon, Inc.’s
outstanding Class A and Class B Common Stock (representing approximately 77% of the combined voting
power of Revlon, Inc.’s Class A Common Stock, Class B Common Stock and Preferred Stock). As a result,
MacAndrews & Forbes is able to control the election of the entire Board of Directors of Revlon, Inc. and
Products Corporation (as it is a wholly owned subsidiary of Revlon, Inc.) and controls the vote on all
matters submitted to a vote of Revlon, Inc.’s and Products Corporation’s stockholders, including the
approval of mergers, consolidations, sales of some, all or substantially all of the Company’s assets, issuances
of capital stock and similar transactions.
Delaware law, provisions of the Company’s governing documents and the fact that the Company is a
controlled company could make a third-party acquisition of the Company difficult.
The Company is a Delaware corporation. The General Corporation Law of the State of Delaware contains
provisions that could make it more difficult for a third party to acquire control of the Company. MacAndrews &
Forbes controls the vote on all matters submitted to a vote of the Company’s stockholders, including the election
of the Company’s entire Board of Directors and approval of mergers, consolidations, sales of some, all or
substantially all of the Company’s assets, issuances of capital stock and similar transactions.
The Company’s certificate of incorporation makes available additional authorized shares of Class A
Common Stock for issuance from time to time at the discretion of the Company’s Board of Directors
without further action by the Company’s stockholders, except where stockholder approval is required by
law or any applicable NYSE requirements. The Company’s certificate of incorporation also authorizes
“blank check” preferred stock, whereby the Company’s Board of Directors has the authority to issue shares
of preferred stock from time to time in one or more series and to fix the voting rights, if any, designations,
powers, preferences and the relative participation, optional or other rights, if any, and the qualifications,
limitations or restrictions, of any unissued series of preferred stock, to fix the number of shares constituting
such series, and to increase or decrease the number of shares of any such series (but not below the number of
shares of such series then outstanding).
This flexibility to authorize and issue additional shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital and corporate acquisitions. These
provisions and MacAndrews & Forbes’ control of the Company, may be construed as having an anti-
takeover effect to the extent they would discourage or render more difficult an attempt to obtain control of
the Company by means of a proxy contest, tender offer, merger or otherwise, which could affect the market
price for the Company’s equity securities.
Future sales or issuances of Common Stock or the Company’s issuance of other equity securities may
depress the Company’s stock price or dilute existing stockholders.
No prediction can be made as to the effect, if any, that future sales of Common Stock, or the availability
of Common Stock for future sales, will have on the market price of the Company’s Class A Common Stock.
Sales in the public market of substantial amounts of Common Stock, including shares held by MacAn-
drews & Forbes, or investor perception that such sales could occur, could adversely affect prices for the
Company’s Class A Common Stock.
In addition, as stated above, the Company’s certificate of incorporation makes available additional
authorized shares of Common Stock for issuance from time to time at the discretion of the Company’s
Board of Directors without further action by the Company’s stockholders, except where stockholder
22
approval is required by law or NYSE requirements. The Company may also issue shares of “blank check”
preferred stock or securities convertible into either common stock or preferred stock. Any future issuance
of additional authorized shares of the Company’s Common Stock, preferred stock or securities convertible
into shares of the Company’s Common Stock or preferred stock may dilute the Company’s existing
stockholders’ equity interest in the Company. Such future issuances could, among other things, dilute the
earnings per share of the Company’s Class A Common Stock and the equity and voting rights of those
stockholders holding the Company’s Class A Common Stock or Preferred Stock at the time of any such
future issuances and could dilute the consideration per share payable to holders of Class A Common Stock
and Preferred Stock upon the occurrence of certain change of control transactions.
There can be no assurance that any trading market for Revlon, Inc.’s Preferred Stock will develop or be
maintained.
There can be no assurance that any market for the Preferred Stock will develop or, if one does develop, that
it will be maintained. If an active market for the Preferred Stock fails to develop or be sustained, the trading
price of the Preferred Stock could be materially adversely affected. Revlon, Inc. has not, nor does it intend to,
apply for listing of the Preferred Stock on any securities exchange. The liquidity of the trading market in the
Preferred Stock, and the market price quoted for the Preferred Stock, may be materially adversely affected by:
•
•
•
•
•
changes in the overall market for preferred equity securities;
changes in the Company’s financial performance or prospects;
the prospects for of other companies in the Company’s industry generally;
the number of holders of Preferred Stock;
the interest of securities dealers in making a market for Preferred Stock; and
• prevailing interest rates.
Revlon, Inc. may be restricted by the terms of the applicable provisions of Delaware law from paying
dividends on the Preferred Stock and/or redeeming the Series A Preferred Stock.
Under Delaware law, Revlon, Inc. is permitted to pay dividends only from its “surplus,” which is the
excess of Revlon, Inc.’s total assets over the sum of its liabilities plus the aggregate par value of Revlon, Inc.’s
outstanding capital stock, or if Revlon, Inc. has no surplus, out of its net profits for the year in which the
dividend is declared and/or for the immediately preceding fiscal year. Revlon, Inc. cannot assure holders of
the Preferred Stock that Revlon, Inc. will have any surplus or net profits so that it will be able to pay dividends
on the Preferred Stock. Additionally, Revlon, Inc. is permitted to redeem its capital stock, including the
Preferred Stock, only from its surplus. Revlon, Inc. cannot assure holders of the Preferred Stock that Revlon,
Inc. will have any surplus at such time as it may be required to redeem the Preferred Stock. 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.
Holders of Preferred Stock will only participate on a limited basis in any future earnings or growth of the
Company’s business or the proceeds from one of certain specified change of control transactions.
While holders of the Preferred Stock will be entitled to quarterly dividends at an annual rate of 12.75%
over the four-year term of the Preferred Stock, such holders will not benefit from increases, if any, in the
value of the Company, including, without limitation, any increases due to a general economic recovery,
unless there is a change of control of the Company prior to October 8, 2012. If such an event occurs during
such period, participation by holders of Preferred Stock will be limited to the receipt of payments up to an
aggregate of $12 per share (including the liquidation preference, dividends and payments upon certain
specified change of control transactions).
The Preferred Stock ranks senior to Revlon, Inc.’s Common Stock and is subordinate to the Company’s
indebtedness. However, pursuant to the Senior Subordinated Term Loan Agreement, the Preferred Stock is
senior in right of payment to the payment of principal under such loan prior to its maturity dates.
23
The Preferred Stock ranks senior to Revlon, Inc.’s Common Stock and subordinate to all of the Company’s
present and future indebtedness, including, without limitation, in the event of any liquidation, dissolution or
winding up of the Company. However, pursuant to the Senior Subordinated Term Loan Agreement, such loan
may not be repaid prior to its respective maturity dates (which is October 8, 2013 in the case of the Contributed
Loan and which is October 8, 2014 in the case of the Non-Contributed Loan) unless all shares of Preferred Stock
have been, or are being, redeemed and all payments due thereon have been, or are being, paid in full.
Accordingly, upon any such liquidation, dissolution or winding up of the Company prior to the respective
maturity dates of the Senior Subordinated Term Loan, all payments then due to:
• debt holders (other than holders of the Senior Subordinated Term Loan) will be made first;
• holders of the Preferred Stock will be made next; and
• holders of the Senior Subordinated Term Loan will be made last.
Dividends on the Preferred Stock are payable in cash quarterly on January 8, April 8, July 8 and
October 8 of each year during the term of the Preferred Stock. Revlon, Inc. expects that it will pay such
dividends using the interest payments received by Revlon, Inc. from Products Corporation on the Con-
tributed Loan. On October 8, 2013, Revlon, Inc. is required to redeem the Preferred Stock. Revlon, Inc.
expects to pay the liquidation preference of the Preferred Stock on that date with the cash payment to be
received by Revlon, Inc. from Products Corporation in respect of the maturity of the Contributed Loan.
There can be no assurances that Products Contribution will have sufficient cash to pay the interest or repay
the principal amount of the Contributed Loan when due or that Revlon, Inc. will have sufficient cash to pay
dividends on the Preferred Stock or to redeem the Preferred Stock at the end of its four-year term.
Holders of Revlon, Inc.’s capital stock are subject to future economic dilution in the event that Revlon, Inc.
issues equity to third-parties who are not affiliated with MacAndrews & Forbes or to MacAndrews &
Forbes on arms’ length terms.
Revlon, Inc. is not prohibited from issuing equity to third parties or from issuing equity to MacAndrews &
Forbes or its affiliates on arms’ length terms. In the event of any such issuance, holders of Revlon, Inc.’s capital
stock, including the Preferred Stock and Revlon, Inc.’s Common Stock, will be economically diluted, and their
participation in increases, if any, in the value of the Company will be proportionally diluted.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The following table sets forth, as of December 31, 2009, the Company’s major manufacturing, research
and warehouse/distribution facilities, all of which are owned except where otherwise noted.
Location
Use
Oxford, North Carolina . . . . . Manufacturing, warehousing, distribution and
office(a)
Mississauga, Canada. . . . . . . . Warehousing, distribution and office (leased)
Caracas, Venezuela. . . . . . . . . Manufacturing, distribution and office
Canberra, Australia . . . . . . . . Warehousing, distribution and office (leased)
Edison, New Jersey . . . . . . . . Research and office (leased)
Rietfontein, South Africa. . . . Warehousing, distribution and office (leased)
Isando, South Africa . . . . . . . Manufacturing, warehousing, distribution and
office
Stone, United Kingdom . . . . . Warehousing and distribution (leased)
(a) Property subject to liens under the 2006 Credit Agreements.
24
Approximate
Floor Space Sq. Ft.
1,012,000
195,000
145,000
125,000
123,000
120,000
94,000
92,000
In addition to the facilities described above, the Company owns and leases additional facilities in
various areas throughout the world, including the lease for the Company’s executive offices in New York,
New York (approximately 76,500 square feet as of December 31, 2009). Management considers the
Company’s facilities to be well-maintained and satisfactory for the Company’s operations, and believes that
the Company’s facilities and third party contractual supplier arrangements provide sufficient capacity for its
current and expected production requirements.
Item 3. Legal Proceedings
The Company is involved in various routine legal proceedings 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.
As announced on October 8, 2009, the Company consummated 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 litigation 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. Each action sought,
among other things, to enjoin the proposed transaction. On June 24, 2009, the Chancery Court consolidated
the four Delaware actions (the “Initial Consolidated Action”). 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 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. Thereafter, plaintiffs in
the Initial Consolidated Action confirmed their intention to proceed with confirmatory discovery.
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 Sullivan 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 has been set to
determine the leadership structure for plaintiffs in the Consolidated Action. Accordingly, defendants have
agreed to defer consideration of their motion to enforce until the leadership issue is resolved.
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 same alleged failure to
disclose information that underlies the amended Sullivan and Consolidated Action complaints. 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. The Company believes the allegations contained in the amended Sullivan complaint, the
25
complaints in the Consolidated Action and the Garofalo complaint, are without merit and intends to
vigorously defend against them.
Item 4. Submission of Matters to a Vote of Security Holders
None.
26
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
MacAndrews & Forbes, which is wholly-owned by Ronald O. Perelman, at December 31, 2009
beneficially owned (i) 37,544,640 shares of Revlon, Inc.’s Class A Common Stock, with a par value of
$0.01 per share (the “Class A Common Stock”) (24,941,438 shares of which were beneficially owned by
MacAndrews & Forbes, 7,718,092 shares of which were owned by a holding company, RCH Holdings One,
Inc. (of which each of Mr. Perelman and The Ronald O. Perelman 2008 Trust owns 50% of the shares),
323,500 shares of which were owned directly by Mr. Perelman and 4,561,610 shares of which were
beneficially owned by a family member of Mr. Perelman with respect to which shares MacAndrews &
Forbes holds a voting proxy), and (ii) all of the outstanding 3,125,000 shares of Revlon, Inc.’s Class B
Common Stock, with a par value of $0.01 per share (the “Class B Common Stock” and together with the
Class A Common Stock, the “Common Stock”).
Based on the shares referenced in clauses (i) and (ii) above, and including Mr. Perelman’s vested stock
options, Mr. Perelman, directly and indirectly, through MacAndrews & Forbes, at December 31, 2009,
beneficially owned approximately 77% of Revlon, Inc.’s Class A Common Stock, 100% of Revlon, Inc.’s
Class B Common Stock, together representing approximately 79% of the combined Revlon, Inc. Class A
and Class B Common Stock (representing approximately 77% of the combined voting power of Revlon,
Inc.’s Class A and Class B Common Stock and Preferred Stock), and beneficially owned approximately
67% of the combined Revlon, Inc. Class A and Class B Common Stock and Preferred Stock. The remaining
10,949,318 shares of Class A Common Stock and 9,336,905 shares of Preferred Stock, in each case as
outstanding at December 31, 2009, were owned by the public.
Revlon, Inc.’s Class A Common Stock is listed and traded on the New York Stock Exchange (the
“NYSE”). As of December 31, 2009, there were 556 holders of record of Class A Common Stock (which
does not include the number of beneficial owners holding indirectly through a broker, bank or other
nominee). No cash dividends were declared or paid during 2009 by Revlon, Inc. on its Common Stock. The
terms of the 2006 Credit Agreements, the 93⁄4% Senior Secured Notes indenture and the Senior Subor-
dinated Term Loan Agreement currently restrict Products Corporation’s ability to pay dividends or make
distributions to Revlon, Inc., except in limited circumstances.
The table below shows the high and low quarterly closing stock prices of Revlon, Inc.’s Class A
Common Stock on the NYSE consolidated tape for the years ended December 31, 2009 and 2008.
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7.23
2.30
$5.95
2.48
$6.27
4.34
$19.75
4.65
Year Ended December 31, 2009
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Year Ended December 31, 2008
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11.80
9.10
$9.90
8.00
$14.85
6.90
$13.58
6.02
For information on securities authorized for issuance under the Company’s equity compensation plans,
see “Item 12 — Security Ownership of Certain Beneficial Owners and Related Stockholder Matters”.
27
Item 6. Selected Financial Data
The Consolidated Statements of Operations Data for each of the years in the five-year period ended
December 31, 2009 and the Balance Sheet Data as of December 31, 2009, 2008, 2007, 2006 and 2005 are
derived from the Company’s Consolidated Financial Statements, which have been audited by an inde-
pendent registered public accounting firm. The Selected Consolidated Financial Data should be read in
conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated
Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”.
Statement of Operations Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative
expenses. . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs and other, net. . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . .
Loss on early extinguishment of debt,
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency losses (gains), net . . . . . .
Income (loss) from continuing operations. .
Income from discontinued operations . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . .
Basic income (loss) per common share:
Continuing operations . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . .
Diluted income (loss) per common share:
Continuing operations . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . .
Weighted average number of common
shares outstanding (in millions)(g):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
(in millions, except per share amounts)
2008(b)
2006(d)
2007(c)
2005(e)
2009(a)
$ 1,295.9
821.2
$ 1,346.8
855.9
$ 1,367.1
861.4
$ 1,298.7
771.0
$ 1,303.5
810.5
629.1
21.3
170.8
93.0
5.8
5.8
8.9
48.5
0.3
48.8
0.94
0.01
0.95
0.94
0.01
0.94
51.6
51.7
709.3
(8.4)
155.0
119.7
5.6
0.7
0.1
13.1
44.8
57.9
0.26
0.87
1.13
0.26
0.87
1.13
51.2
51.3
$
$
$
$
735.7
7.3
118.4
135.6
3.3
0.1
(6.8)
(19.0)
2.9
(16.1)
(0.38)
0.06
(0.32)
(0.38)
0.06
(0.32)
795.6
27.4
(52.0)
147.7
7.5
23.5
(1.5)
(252.1)
0.8
(251.3)
(6.04)
0.02
(6.03)
(6.04)
0.02
(6.03)
$
$
$
$
746.3
1.5
62.7
129.5
6.9
9.0(f)
0.5
(85.3)
1.6
(83.7)
(2.21)
0.04
(2.17)
(2.21)
0.04
(2.17)
$
$
50.4
50.4
41.7
41.7
38.6
38.6
Balance Sheet Data:
Total current assets . . . . . . . . . . . . . . . . . . .
Total non-current assets . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . .
Redeemable preferred stock . . . . . . . . . . . .
Total other non-current liabilities . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . .
2009(a)
$
$
403.6
390.6
794.2
$
309.3
48.0
1,470.5
$ 1,827.8
Year Ended December 31,
(in millions)
2007(c)
2008(b)
2006(d)
$
$
428.5
384.9
813.4
$
323.4
—
1,602.8
$ 1,926.2
$
$
476.0
413.3
889.3
$
348.7
—
1,622.6
$ 1,971.3
$
$
488.0
443.9
931.9
$
377.2
—
1,784.5
$ 2,161.7
2005(e)
$
592.0
451.7
$ 1,043.7
$
470.5
—
1,669.1
$ 2,139.6
Total indebtedness. . . . . . . . . . . . . . . . . . . .
Total stockholders’ deficiency . . . . . . . . . . .
$ 1,248.1
(1,033.6)
$ 1,329.6
(1,112.8)
$ 1,440.6
(1,082.0)
$ 1,506.9
(1,229.8)
$ 1,418.4
(1,095.9)
28
(a) Results for 2009 include: (1) a $20.8 million charge related to the worldwide organizational restructuring announced in May 2009
(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; and (2) a $5.8 million net loss on early extinguishment of
debt in 2009 primarily due to a $13.5 million loss resulting from applicable redemption and tender premiums and the net write-
off of unamortized debt discounts and deferred financing fees in connection with the refinancing of the 91⁄2% Senior Notes in
November 2009, partially offset by a $7.7 million gain on repurchases of an aggregate principal amount of $49.5 million of the
91⁄2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of $41.0 million, which is
net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such
repurchases.
(b) Results for 2008 include a $5.9 million gain from the sale of a non-core trademark during the first quarter of 2008, and a net
$4.3 million gain related to the sale of the Mexico facility (which is comprised of a $7.0 million gain on the sale, partially offset by
related restructuring charges of $1.1 million, $1.2 million of SG&A and cost of sales and $0.4 million of taxes). In addition, results
for 2008 also include various other restructuring charges of approximately $3.8 million. The results of discontinued operations
for 2008 included a one-time gain from the Bozzano Sale Transaction (as hereinafter defined) of $45.2 million.
(c) Results for 2007 include restructuring charges of approximately $4.4 million and $2.9 million in connection with restructurings
announced in 2006 (the “2006 Programs”) and in 2007 (the “2007 Programs”), respectively. The $4.4 million of restructuring
charges associated with the 2006 Programs were primarily for employee severance and other employee-related termination
costs principally relating to a broad organizational streamlining. The $2.9 million of restructuring charges associated with the
2007 Programs were primarily for employee severance and other employee-related termination costs relating principally to the
closure of the Company’s facility in Irvington, New Jersey and other employee-related termination costs relating to personnel
reductions in the Company’s information management function and its sales force in Canada.
(d) Results for 2006 include charges of $9.4 million in connection with the departure of Mr. Jack Stahl, the Company’s former
President and Chief Executive Officer, in September 2006 (including $6.2 million for severance and related costs and $3.2 million
for the accelerated amortization of Mr. Stahl’s unvested options and unvested restricted stock), $60.4 million in connection with
the discontinuance of the Vital Radiance brand and restructuring charges of approximately $27.6 million in connection with the
2006 Programs.
(e) Results for 2005 include expenses of approximately $44 million in incremental returns and allowances and approximately
$7 million in accelerated amortization cost of certain permanent displays related to the launch of Vital Radiance and the re-stage
of the Almay brand.
(f)
The loss on early extinguishment of debt for 2005 includes: (i) a $5.0 million prepayment fee related to the prepayment in March
2005 of $100.0 million of indebtedness outstanding under the 2004 term loan facility of the 2004 credit agreement with a portion
of the proceeds from the issuance of Products Corporation’s 91⁄2% Senior Notes (which notes were fully refinanced in November
2009); and (ii) the aggregate $1.5 million loss on the redemption of all of Products Corporation’s 81⁄8% Senior Notes and
9% Senior Notes in April 2005, as well as the write-off of the portion of deferred financing costs related to such prepaid amount.
(g) Represents the weighted average number of common shares outstanding for each of the respective periods.
29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)
is intended to provide a reader of our financial statements with a narrative from the perspective of our
management on our financial condition, results of operations, liquidity and certain other factors that may
affect our future results. Our MD&A is presented as follows:
• Overview;
• Results of Operations;
• Financial Condition, Liquidity and Capital Resources;
• Disclosures about Contractual Obligations and Commercial Commitments;
• Off-Balance Sheet Transactions (there are none);
• Discussion of Critical Accounting Policies;
• Recent Accounting Pronouncements; and
•
Inflation.
The Company is providing this overview in accordance with the SEC’s December 2003 interpretive
guidance regarding MD&A.
Overview
Overview of the Business
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-perspirants/deodorants, fragrances,
skincare and beauty care products. The Company is one of the world’s leading cosmetics companies in the
mass retail channel. The Company believes that its global brand name recognition, product quality and
marketing experience have enabled it to create one of the strongest consumer brand franchises in the world.
For additional information regarding our business, see “Part 1 — Business” of this Annual Report on
Form 10-K.
Overview of Net Sales and Earnings Results
Consolidated net sales in 2009 were $1,295.9 million, a decrease of $50.9 million, or 3.8%, compared to
$1,346.8 million in 2008. Excluding the unfavorable impact of foreign currency fluctuations of $26.0 million,
consolidated net sales decreased by 1.8% in 2009. In the United States, net sales in 2009 were $747.9 million,
a decrease of $34.7 million, or 4.4%, compared to $782.6 million in 2008. In the Company’s international
operations, net sales in 2009 were $548.0 million, a decrease of $16.2 million, or 2.9%, compared to
$564.2 million in 2008.
Consolidated net income in 2009 was $48.8 million, as compared to $57.9 million in 2008. Consolidated
net income in 2008 included a $45.2 million one-time gain from the Company’s disposition of the non-core
Bozzano business and certain other non-core brands, including Juvena and Aquamarine, which were sold in
the Brazilian market (the “Bozzano Sale Transaction”).
30
Income from continuing operations in 2009 was $48.5 million, compared to $13.1 million in 2008. The
improvement in net income from continuing operations in 2009, compared to 2008, was primarily due to:
•
•
•
$80.2 million of lower SG&A;
$26.7 million of lower interest expense; and
a $7.8 million decrease in the provision for income taxes;
with the foregoing partially offset by:
•
•
•
•
$34.7 million of lower gross profit due to $50.9 million of lower consolidated net sales, offset by a
$16.2 million improvement in cost of sales;
$29.7 million of higher restructuring costs and other, net;
$8.8 million of higher foreign currency losses; and
$5.1 million of higher aggregate losses on early extinguishment of debt.
Overview of AC Nielsen-measured U.S. Mass Retail Dollar Share
According to ACNielsen, the U.S. mass retail color cosmetics category grew by 1.5% in 2009. U.S. mass
retail dollar share results, according to ACNielsen, for Revlon and Almay color cosmetics, for Revlon
ColorSilk hair color, Mitchum anti-perspirants/deodorants and Revlon beauty tools for the year ended
December 31, 2009, as compared to the year-ago period, are summarized in the table below:
Share % based on Dollar Volume
Point
Change
2008
2009
Revlon Color Cosmetics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Almay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revlon ColorSilk Hair Color . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitchum Anti-perspirants/Deodorants . . . . . . . . . . . . . . . . . . . . . . . . .
Revlon Beauty Tools. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.7%
5.4
9.7
4.6
21.0
12.7%
5.9
8.3
5.0
18.8
0.0
(0.5)
1.4
(0.4)
2.2
All share and dollar volume data herein for the Company’s brands is based upon U.S. mass-retail dollar
volume, which is derived from ACNielsen data (an independent research entity). ACNielsen data is an
aggregate of the drug channel, Kmart, Target and Food and Combo stores. ACNielsen’s data does not
reflect sales volume from Wal-Mart, Inc., which is the Company’s largest customer, representing approx-
imately 23% of the Company’s full year 2009 worldwide net sales, or sales volume from regional mass
volume retailers, as well as prestige stores, department stores, door-to-door, Internet, television shopping,
specialty stores, perfumeries or other distribution outlets, all of which are channels for cosmetics sales. Such
data represents ACNielsen’s estimates based upon mass retail sample data gathered by ACNielsen and is
therefore subject to some degree of variance and may contain slight rounding differences. From time to
time, ACNielsen adjusts its methodology for data collection and reporting, which may result in adjustments
to the categories and share data tracked by ACNielsen for both current and prior periods.
Overview of Financing Activities
In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of
93⁄4% Senior Secured Notes due November 15, 2015 in a private placement, which was priced at 98.9% of par.
Products Corporation used the $319.8 million of net proceeds from the 93⁄4% Senior Secured Notes (net
of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings
under the 2006 Revolving Credit Facility, 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
31
related to refinancing the 91⁄2% Senior Notes, as well as the amendments to the 2006 Credit Agreements
required to permit such refinancing to be conducted on a secured basis.
In October 2009, Revlon, Inc. consummated its Exchange Offer in which 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 Exchange
Offer. Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. the
$48.6 million Contributed Loan and the terms of the Senior Subordinated Term Loan Agreement were
amended:
•
•
•
to extend the maturity date on the Contributed Loan which remains owing from Products
Corporation to Revlon, Inc. from August 2010 to October 8, 2013;
to change the annual interest rate on the Contributed Loan from 11% to 12.75%;
to extend the maturity date on the $58.4 million Non-Contributed Loan, which remains owing from
Products Corporation to MacAndrews & Forbes, from August 2010 to October 8, 2014; and
•
to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.
(See further discussion in “2009 Refinancing Transactions” within “Financial Condition, Liquidity and
Capital Resources — 2009 Refinancing Transactions” and in Note 9 “Long-Term Debt and Redeemable
Preferred Stock” to the Consolidated Financial Statements).
Results of Operations
Year ended December 31, 2009 compared with the year ended December 31, 2008
In the tables, all dollar amounts are in millions and numbers in parenthesis ( ) denote unfavorable
variances.
Net sales:
Consolidated net sales in 2009 were $1,295.9 million, a decrease of $50.9 million, or 3.8%, compared to
$1,346.8 million in 2008. Excluding the unfavorable impact of foreign currency fluctuations of $26.0 million,
consolidated net sales decreased by 1.8% in 2009. The decline in consolidated net sales was driven by lower
net sales of Revlon and Almay color cosmetics and certain beauty care products, partially offset by higher
net sales of Revlon ColorSilk hair color.
Year Ended
December 31,
2009
2008
Change
$
%
XFX Change(a)
%
$
United States . . . . . . . . . . . . . . . . . . . . . . . . . $ 747.9
266.7
172.4
108.9
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Latin America . . . . . . . . . . . . . . . . . . . . . . .
$ 782.6
265.0
200.8
98.4
$(34.7)
1.7
(28.4)
10.5
(4.4)% $(34.7)
5.6
0.6
(11.5)
(14.1)
15.7
10.7
(4.4)%
2.1
(5.7)
16.0
Total International . . . . . . . . . . . . . . . . . . . . . $ 548.0
$ 564.2
$(16.2)
(2.9)% $ 9.8
1.7%
Total Company . . . . . . . . . . . . . . . . . . . . . . . . $1,295.9
$1,346.8
$(50.9)
(3.8)% $(24.9)
(1.8)%
(a)
XFX excludes the impact of foreign currency fluctuations.
United States
In the United States, net sales in 2009 were $747.9 million, a decrease of $34.7 million, or 4.4%,
compared to $782.6 million in 2008, primarily driven by lower net sales of Revlon and Almay color
cosmetics and Mitchum anti-perspirant deodorant, partially offset by higher net sales of Revlon ColorSilk
hair color.
32
International
In the Company’s international operations, net sales in 2009 decreased by $16.2 million, or 2.9%, to
$548.0 million, compared to $564.2 million in 2008 (while net sales increased 1.7% excluding the unfa-
vorable impact of foreign currency fluctuations of $26.0 million). The growth in net sales, excluding the
unfavorable impact of foreign currency fluctuations, was primarily due to higher net sales of Revlon
ColorSilk hair color, Mitchum anti-perspirant deodorant and Revlon color cosmetics, partially offset by
lower net sales of certain beauty care products and Almay color cosmetics. Excluding the impact of foreign
currency fluctuations, higher net sales in the Company’s Latin America and Asia Pacific regions in 2009,
compared to 2008, were partially offset by lower net sales in the Company’s Europe region.
In Asia Pacific, which was comprised of Asia Pacific and Africa, net sales in 2009 increased 0.6%, or
2.1% excluding the unfavorable impact of foreign currency fluctuations, to $266.7 million, compared to
$265.0 million in 2008. The growth in net sales, excluding the unfavorable impact of foreign currency
fluctuations, was due primarily to higher shipments of Revlon color cosmetics in Australia and China, and
higher shipments of certain beauty care products in South Africa (which together contributed approxi-
mately 3.5 percentage points to the increase in the region’s net sales in 2009, compared with 2008), partially
offset by lower shipments of Revlon color cosmetics in Japan (which offset by approximately 1.5 percentage
points the region’s net sales in 2009, compared to 2008).
In Europe, which was comprised of Europe, Canada and the Middle East, net sales in 2009 decreased
14.1%, or 5.7% excluding the unfavorable impact of foreign currency fluctuations, to $172.4 million,
compared to $200.8 million in 2008. This decline in net sales, excluding the unfavorable impact of foreign
currency fluctuations, was due to lower shipments of Revlon and Almay color cosmetics in Canada and
higher allowances for Revlon color cosmetics in the U.K., as well as lower shipments of certain beauty care
products in France (which together contributed approximately 5.8 percentage points to the decrease in the
region’s net sales in 2009, compared with 2008), partially offset by higher shipments of Revlon skincare in
certain distributor markets (which offset by approximately 1.8 percentage points the decrease in the region’s
net sales in 2009, compared to 2008).
In Latin America, which was comprised of Mexico, Central America and South America, net sales in
2009 increased 10.7%, or 16.0% excluding the unfavorable impact of foreign currency fluctuations, to
$108.9 million, compared to $98.4 million in 2008. The growth in net sales, excluding the unfavorable impact
of foreign currency fluctuations, was driven primarily by the impact of inflation on selling prices in
Venezuela, as well as higher shipments of Revlon ColorSilk hair color in Venezuela, Argentina and certain
distributor markets (which contributed approximately 19.4 percentage points to the increase in the region’s
net sales in 2009, compared to 2008), partially offset by lower shipments of fragrances and beauty care
products in Mexico (which offset by approximately 2.0 percentage points the region’s net sales in 2009,
compared to 2008). (See “Financial Condition, Liquidity and Capital Resources — Impact of Foreign
Currency Translation - Venezuela” for details regarding the designation of Venezuela as a highly infla-
tionary economy effective January 1, 2010 and the Venezuelan government’s announcement of the
devaluaton of its local currency on January 8, 2010).
Gross profit:
Year Ended December 31,
2009
2008
Change
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$821.2
$855.9
$(34.7)
63.4%
63.5%
(0.1)%
The 0.1 percentage point decrease in gross profit as a percentage of net sales for 2009, compared to
2008, was primarily due to:
• unfavorable foreign currency fluctuations (primarily due to the strengthening of the U.S. dollar
against currencies in certain markets in which the Company operates) which resulted in higher cost
33
of goods in most international markets on goods purchased from the Company’s facility in Oxford,
North Carolina, which reduced gross profit as a percentage of net sales by 0.6 percentage points;
• higher pension expenses within cost of goods of $8.1 million, which reduced gross profit as a
percentage of net sales by 0.6 percentage points; and
• higher returns and allowances, which reduced gross profit as a percentage of net sales by 0.3 per-
centage points;
with the foregoing partially offset by:
•
•
favorable manufacturing efficiencies and lower material and freight costs, which increased gross
profit as a percentage of net sales by 0.8 percentage points;
favorable changes in sales mix, which increased gross profit as a percentage of net sales by
0.4 percentage points; and
• decreased inventory obsolescence charges on lower disposal of discontinued products, which
increased gross profit as a percentage of net sales by 0.1 percentage points.
SG&A expenses:
Year Ended December 31,
2009
2008
Change
SG&A expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$629.1
$709.3
$80.2
The $80.2 million decrease in SG&A expenses for 2009, as compared to 2008, was driven primarily by:
•
•
•
$24.8 million of lower advertising expenses as a result of achieving lower advertising rates, while
increasing the level of media support;
$22.9 million of lower permanent display amortization expenses;
$22.7 million of lower general and administrative expenses primarily due to lower compensation
expenses as a result of the May 2009 Program and a decrease in the accrual for incentive
compensation; and
•
$13.2 million of favorable impact of foreign currency fluctuations;
with the foregoing partially offset by:
•
$9.3 million of higher pension expenses.
Restructuring costs and other, net:
Year Ended December 31,
2009
2008
Change
Restructuring costs and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21.3
$(8.4)
$(29.7)
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, 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;
$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; and
•
a $0.8 million charge related to restructuring programs initiated in 2008 (the “2008 Programs”);
34
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.
The $20.8 million of charges related to the May 2009 Program have been or will be paid out as follows:
$11.0 million paid in 2009, $7.1 million expected to be paid in 2010 and the balance of $2.7 million expected
to be paid thereafter. In addition, the May 2009 Program delivered savings of approximately $15 million in
2009 and the Company expects annualized savings of approximately $30 million in 2010 and thereafter
(inclusive of the approximately $15 million in 2009).
During 2008, the Company recorded income of $8.4 million included in restructuring costs and other,
net, primarily due to a gain of $7.0 million related to the sale of its facility in Mexico and a net gain of
$5.9 million related to the sale of a non-core trademark. In addition, during 2008 a $0.4 million favorable
adjustment was recorded to restructuring costs associated with restructuring programs initiated in 2006 (the
“2006 Programs”), primarily due to the charges for severance and other employee-related termination costs
being slightly lower than originally estimated. These were partially offset by a restructuring charge of
$4.9 million for the 2008 Programs, of which $0.8 million related to a restructuring in Canada, $1.1 million
related to the Company’s decision to close and sell its facility in Mexico, $2.9 million related to the
Company’s realignment of certain functions within customer business development, information manage-
ment and administrative services in the U.S. and $0.1 million related to other various restructurings.
In addition to the $3.0 million of remaining net charges related to the 2008 Programs as of Decem-
ber 31, 2008, the Company incurred an additional $0.8 million in expenses related to the 2008 Programs
during 2009 for a total of $3.8 million. $3.5 million of such $3.8 million of remaining charges were paid out in
2009 and the remaining $0.3 million is expected to be paid out in 2010.
(See Note 3, “Restructuring Costs and Other, Net”, to the Consolidated Financial Statements).
Interest Expense:
Year Ended December 31,
2009
2008
Change
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$93.0
$119.7
$26.7
The decrease in interest expense was due to lower debt levels and lower weighted average borrowing
rates during 2009, compared to 2008. (See Note 9,“Long-Term Debt and Redeemable Preferred Stock”, to
the Consolidated Financial Statements).
As of December 31, 2009, the Company accrued $1.4 million in interest expense related to the first
quarterly Regular Dividend (as hereinafter defined) on the Preferred Stock, which was paid in January
2010. (See “Financial Condition, Liquidity and Capital Resources — Sources and Uses” for Revlon, Inc.’s
announcement that its Board of Directors declared a regular dividend on the Preferred Stock on Decem-
ber 15, 2009).
Loss on Extinguishment of Debt, net
Loss on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2009
$5.8
2008
$0.7
Change
$(5.1)
In 2009, the Company recognized a loss on the early extinguishment of debt of $13.5 million resulting
from the applicable redemption and tender premiums and the net write-off of unamortized debt discounts
and deferred financing fees in connection with the refinancing of the 91⁄2% Senior Notes, which was partially
offset by a $7.7 million gain on the repurchases of an aggregate principal amount of $49.5 million of the
91⁄2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of
$41.0 million, which is net of the write-off of the ratable portion of unamortized debt discounts and deferred
financing fees resulting from such repurchases. (See Note 9,“Long-Term Debt and Redeemable Preferred
Stock”, to the Consolidated Financial Statements).
35
Foreign currency losses:
Foreign currency losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2009
$8.9
2008
$0.1
Change
$(8.8)
The increase in foreign currency losses for 2009, as compared to 2008, was primarily driven by higher
foreign currency losses related to the Company’s outstanding FX Contracts (as hereinafter defined) and the
revaluation of certain U.S. dollar-denominated intercompany payables from the Company’s foreign
subsidiaries during 2009. In addition, during 2009 the Company recognized an exchange loss of $2.8 million
related to the Company’s operations in Venezuela. Due to currency restrictions in Venezuela, the
Company’s Venezuelan entity exchanged local currency for U.S. dollars through a parallel market exchange
transaction in order to pay for certain U.S. dollar-denominated liabilities, which resulted in the $2.8 million
exchange loss.
Provision for income taxes:
Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2009
$8.3
2008
$16.1
Change
$7.8
The decrease in the tax provision in 2009, as compared to 2008, was primarily attributable to the
favorable resolution of tax contingencies and matters in the U.S. and certain foreign jurisdictions during
2009, as well as lower pre-tax income for taxable subsidiaries in certain foreign jurisdictions.
Year ended December 31, 2008 compared with the year ended December 31, 2007
In the tables, all dollar amounts in millions and numbers in parenthesis ( ) denote unfavorable
variances.
Net sales:
Consolidated net sales in 2008 were $1,346.8 million, a decrease of $20.3 million, or 1.5%, compared to
$1,367.1 million in 2007. Foreign currency fluctuations negatively impacted net sales by $8.4 million, or 0.9%
excluding the impact of foreign currency fluctuations. Excluding foreign currency fluctuations, net sales of
Revlon color cosmetics increased 9% driven by increased new product introductions (with higher ship-
ments and lower product returns, partially offset by higher promotional allowances). Increased net sales of
Revlon brand color cosmetics were offset by declines in net sales of Almay color cosmetics (with higher
shipments of Almay color cosmetics offset by higher product returns and higher promotional allowances for
Almay color cosmetics), and lower net sales of certain fragrance and beauty care brands.
Year Ended December 31,
2008
2007
Change
$
%
XFX Change(a)
$
%
United States . . . . . . . . . . . . . . . .
Asia Pacific . . . . . . . . . . . . . . . .
Europe. . . . . . . . . . . . . . . . . . . .
Latin America . . . . . . . . . . . . . .
Total International . . . . . . . . . . . .
Total Company . . . . . . . . . . . . . . .
$ 782.6
265.0
200.8
98.4
$ 564.2
$1,346.8
$ 804.2
255.6
211.1
96.2
$ 562.9
$1,367.1
$(21.6)
9.4
(10.3)
2.2
$ 1.3
(2.7)% $(21.6)
17.2
3.7
(9.9)
(4.9)
2.3
2.3
(2.7)%
6.7
(4.7)
2.4
0.2% $ 9.6
1.7%
$(20.3)
(1.5)% $(12.0)
(0.9)%
(a) XFX excludes the impact of foreign currency fluctuations.
United States
In the United States, net sales in 2008 were $782.6 million, a decrease of $21.6 million, or 2.7%,
compared to $804.2 million in 2007. Higher net sales of Revlon color cosmetics were offset by lower net sales
36
of Almay color cosmetics, fragrance and beauty care products. In the fragrance and beauty care categories,
higher net sales of Revlon ColorSilk hair color and Revlon beauty tools in 2008 were offset by lower net
sales of Revlon Colorist hair color, Revlon Flair fragrance and Mitchum Smart Solid anti-perspirant
deodorant, which were launched in 2007.
International
In the Company’s international operations, net sales in 2008 were $564.2 million, an increase of
$1.3 million, or 0.2%, compared to $562.9 million in 2007. Excluding the unfavorable impact of foreign
currency fluctuations of $8.4 million, net sales in 2008 increased by 1.7% as a result of higher net sales of
Revlon and Almay color cosmetics, Revlon beauty tools and Mitchum anti-perspirant deodorant, partially
offset by lower net sales of fragrance and hair care products, compared to 2007. Higher net sales in the
Company’s Asia Pacific and Latin America regions in 2008, compared to 2007, were partially offset by lower
net sales in the Europe region.
In Asia Pacific, which is comprised of Asia Pacific and Africa, net sales increased 3.7%, or 6.7%
excluding the impact of foreign currency fluctuations, to $265.0 million compared to $255.6 million in 2007.
This growth in net sales was due primarily to higher shipments of Revlon color cosmetics throughout the
region and higher shipments of beauty care products and fragrances in South Africa (which together
contributed approximately 5.3 percentage points to the increase in the region’s net sales for 2008, as
compared with 2007).
In Europe, which is comprised of Europe, Canada and the Middle East, net sales decreased 4.9%, or
4.7% excluding the impact of foreign currency fluctuations, to $200.8 million compared to $211.1 million in
2007. Lower shipments of fragrances and color cosmetics in the U.K., Italy and certain distributor markets
(which together contributed approximately 6.3 percentage points to the decrease in the region’s net sales in
2008, as compared with 2007) were partially offset by higher shipments of Revlon and Almay color
cosmetics in Canada (which offset by approximately 2.1 percentage points the decrease in the region’s net
sales in 2008, as compared with 2007).
In Latin America, which is comprised of Mexico, Central America and South America, net sales
increased 2.3%, or 2.4% excluding the impact of foreign currency fluctuations, to $98.4 million compared to
$96.2 million in 2007. The increase in net sales was primarily driven by higher net sales in Venezuela and
Argentina (which together contributed approximately 10.7 percentage points to the increase in the region’s
net sales in 2008, as compared with 2007), partially offset by lower shipments of beauty care products in
Mexico and lower shipments of fragrances and color cosmetics in certain distributor markets (which offset
by approximately 7.1 percentage points the Latin America region’s increase in net sales in 2008, as
compared with 2007).
Gross profit:
Year Ended December 31,
2008
2007
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$855.9
63.5%
Change
$(5.5)
$861.4
63.0%
0.5%
The 0.5 percentage point increase in gross profit as a percentage of net sales for 2008, compared to 2007,
was primarily due to:
•
•
favorable changes in sales mix, which increased gross profit as a percentage of net sales by
0.4 percentage points; and
favorable manufacturing efficiencies, which increased gross profit as a percentage of net sales by
0.3 percentage points.
37
SG&A expenses:
Year Ended December 31,
2008
2007
Change
SG&A expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$709.3
$735.7
$26.4
The decrease in SG&A expenses for 2008, as compared to 2007, was driven primarily by:
•
$39.1 million of lower advertising costs in the 2008 period since the 2007 period included adver-
tising costs associated with the launches of Revlon Colorist hair color, Revlon Flair fragrance and
Mitchum Smart Solid anti-perspirant deodorant, partially offset by $11.5 million of higher adver-
tising costs in 2008 in support of Revlon and Almay color cosmetics; and
•
$9.5 million of lower permanent display amortization expenses;
with the foregoing partially offset by:
•
a $4.4 million benefit in 2007 related to the reversal of a deferred rental liability upon exiting a
portion of the Company’s New York City headquarters leased space in 2007.
Restructuring costs and other, net:
Restructuring costs and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(8.4)
2008
2007
$7.3
Change
$15.7
Year Ended December 31,
During 2008, the Company recorded income of $8.4 million included in restructuring costs and other,
net, primarily due to a gain of $7.0 million related to the sale of its facility in Mexico and a net gain of
$5.9 million related to the sale of a non-core trademark. In addition, a $0.4 million favorable adjustment was
recorded to restructuring costs associated with the 2006 Programs, primarily due to the charges for
severance and other employee-related termination costs being slightly lower than originally estimated.
These were partially offset by a restructuring charge of $4.9 million for the 2008 Programs, of which
$0.8 million related to a restructuring in Canada, $1.1 million related to the Company’s decision to close and
sell its facility in Mexico, $2.9 million related to the Company’s realignment of certain functions within
customer business development, information management and administrative services in the U.S. and
$0.1 million related to various other restructurings. Of the net $4.9 million of charges related to the 2008
Programs in 2008, $4.7 million were cash charges, of which $1.7 million was paid out in 2008.
During 2007, the Company implemented the 2007 Programs, which consisted of the closure of the
Company’s Irvington facility and personnel reductions within the Company’s Information Management
(IM) function and the sales force in Canada, which actions were designed, for the IM function resources, to
better align the Company’s information management plan, and in Canada, to improve the allocation of
resources. Both actions resulted in reduced costs and an improvement in the Company’s operating profit
margins. In connection with the 2007 Programs, the Company incurred a total of approximately $2.9 million
of restructuring charges and other costs to implement these programs, consisting of approximately
$2.5 million of charges related to employee severance and other employee-related termination costs for
the 2007 Programs and approximately $0.4 million of various other charges related to the closure of the
Irvington facility. The Company recorded all $2.9 million of the restructuring charges for the 2007 Programs
in 2007, all of which were cash charges. Of such charges, $2.3 million was paid out in 2007, $0.5 million was
paid out in 2008 and approximately $0.1 million was paid out during 2009. In addition, in 2007, the Company
recorded $4.4 million in restructuring expenses associated with the 2006 Programs for vacating leased space,
employee severance and other employee-related termination costs.
(See Note 3, “Restructuring Costs and Other, Net”, to the Consolidated Financial Statements).
38
Interest Expense:
Year Ended December 31,
2008
2007
Change
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$119.7
$135.6
$15.9
The decrease in interest expense during 2008, as compared to 2007, was due to lower weighted average
borrowing rates and lower average debt levels. (See Note 9,“Long-Term Debt and Redeemable Preferred
Stock”, to the Consolidated Financial Statements).
Foreign currency losses (gains):
Foreign currency losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2008
$0.1
2007
Change
$(6.8)
$(6.9)
The increase in foreign currency losses for 2008, as compared to 2007, was primarily driven by higher
foreign currency losses related to the revaluation of certain U.S. dollar-denominated intercompany
payables from the Company’s foreign subsidiaries, partially offset by foreign currency gains related to
the Company’s outstanding FX Contracts during 2008.
Provision for income taxes:
Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$16.1
2008
2007
$7.5
Change
$(8.6)
The increase in the tax provision for 2008, as compared to 2007, was attributable to favorable tax
adjustments in 2007, which did not reoccur in 2008, as well as higher taxable income in certain jurisdictions
outside the U.S. in 2008 versus 2007. The 2007 tax provision benefited from a $5.9 million reduction in tax
liabilities due to the resolution of various international tax matters as a result of regulatory developments
and the reduction of a valuation allowance by $4.2 million.
Year Ended December 31,
Financial Condition, Liquidity and Capital Resources
At January 31, 2010, the 2006 Term Loan Facility, with $815 million principal amount outstanding, was
fully drawn. The Company had a liquidity position at such date of approximately $170.6 million, consisting
of cash and cash equivalents (net of any outstanding checks) of approximately $54.5 million, as well as
approximately $116.1 million in available borrowings under the 2006 Revolving Credit Facility, based upon
the calculated borrowing base less $12.1 million outstanding letters of credit and nil then drawn under the
2006 Revolving Credit Facility at such date.
Cash Flows
At December 31, 2009, the Company had cash and cash equivalents of $54.5 million, compared with
$52.8 million at December 31, 2008. The following table summarizes the Company’s cash flows from
operating, investing and financing activities for 2009, 2008 and 2007, respectively (all amounts are in
millions):
Year Ended December 31,
2008
2009
2007
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . $109.5
(12.7)
Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . .
(97.6)
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . .
$ 33.1
100.5
(111.9)
$ 0.3
(17.4)
29.1
Net cash provided by operating activities was $109.5 million, $33.1 million and $0.3 million for 2009,
2008 and 2007, respectively. This improvement in cash provided by operating activities in 2009, compared to
2008, was primarily driven by lower interest payments, improved operating income, working capital
39
efficiency and lower permanent display purchases. The improvement in 2008 compared to 2007 was
primarily due to net income of $57.9 million in 2008, as compared to a net loss in 2007 of $16.1 million, and
the positive cash impact of changes in working capital.
Net cash (used in) provided by investing activities was $(12.7) million, $100.5 million and $(17.4) million
for 2009, 2008 and 2007, respectively. Net cash used in investing activities in 2009 was driven by $15.2 million
of capital expenditures, partially offset by $2.5 million from the net proceeds from the sale of certain assets.
Net cash provided by investing activities in 2008 included $107.6 million in gross proceeds from the Bozzano
Sale Transaction (see Note 2, “Discontinued Operations”, to the Consolidated Financial Statements) and
$13.6 million in proceeds from the sale of a non-core trademark and certain other assets (which included net
proceeds from the sale of the Mexico facility), partially offset by $20.7 million of capital expenditures. Net
cash used in investing activities in 2007 was driven by $19.8 million of capital expenditures, partially offset
by $2.4 million from the net proceeds from the sale of certain assets.
Net cash (used in) provided by financing activities was $(97.6) million, $(111.9) million and $29.1 million
for 2009, 2008 and 2007, respectively. Net cash used in financing activities for 2009 includes a net debt
reduction of $74.0 million, primarily comprised of:
•
•
•
the repayment or redemption of all of the $340.5 million aggregate principal amount outstanding of
Products Corporation’s 91⁄2% Senior Notes in connection with Products Corporation’s complete
refinancing of the 91⁄2% Senior Notes in November 2009;
the repurchases of $49.5 million in aggregate principal amount of Products Corporation’s
91⁄2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase
price of $41.0 million; and
the repayment of $18.7 million in principal amount of Products Corporation’s 2006 Term Loan
Facility;
with the foregoing partially offset by:
• Products Corporation’s issuance of the $330.0 million aggregate principal amount of the
93⁄4% Senior Secured Notes, or $326.4 million net of discounts.
Net cash used in financing activities for 2009 also includes payment of financing costs of $29.6 million,
which is comprised of (i) the payment of $23.4 million of the $24.9 million of fees incurred in connection
with the refinancing of the 91⁄2% Senior Notes and (ii) the payment of $6.2 million of the $6.7 million of fees
incurred in connection with the consummation of the Exchange Offer.
Net cash used in financing activities for 2008 included the full repayment on February 1, 2008 of the
$167.4 million remaining aggregate principal amount of Products Corporation’s 85⁄8% Senior Subordinated
Notes, which matured on February 1, 2008, and $43.5 million of repayments under the 2006 Revolving
Credit Facility, offset by proceeds of $170.0 million from the Senior Subordinated Term Loan Agreement,
which Products Corporation used to repay in full such 85⁄8% Senior Subordinated Notes on their February 1,
2008 maturity date, and to pay $2.55 million of related fees and expenses. In addition, in September 2008,
the Company used $63.0 million of the net proceeds from the Bozzano Sale Transaction to repay
$63.0 million in aggregate principal amount of the Senior Subordinated Term Loan.
Net cash provided by financing activities for 2007 included net proceeds of $98.9 million from Revlon,
Inc.’s issuance of Class A Common Stock as a result of the closing of the $100 Million Rights Offering in
January 2007. Such proceeds were promptly transferred to Products Corporation, which it used in February
2007 to redeem $50.0 million aggregate principal amount of its 85⁄8% Senior Subordinated Notes at an
aggregate redemption price of $50.3 million, including $0.3 million of accrued and unpaid interest, with the
balance used to repay approximately $43.3 million of indebtedness outstanding under Products Corpo-
ration’s 2006 Revolving Credit Facility, without any permanent reduction of that commitment, after
incurring fees and expenses of approximately $1.1 million in connection with the $100 Million Rights
Offering, with approximately $5 million of the remaining proceeds then being available for general
corporate purposes.
40
2006 Credit Agreements
In December 2006, Products Corporation entered into a 5-year, $840.0 million term loan facility (the
“2006 Term Loan Facility”) pursuant to the term loan agreement, dated as of December 20, 2006, among
Products Corporation, as borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent
and collateral agent, Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, and
JPMorgan Chase Bank, N.A., as syndication agent (with the agreement governing the 2006 Term Loan
Facility being the “2006 Term Loan Agreement”).
In December 2006, Products Corporation also entered into a $160.0 million 2006 revolving credit
agreement (the “2006 Revolving Credit Agreement”, and together with the 2006 Term Loan Agreement, the
“2006 Credit Agreements”) that amended and restated the 2004 credit agreement (with such revolving
credit facility being the “2006 Revolving Credit Facility” and, together with the 2006 Term Loan Facility, the
“2006 Credit Facilities”). The 2006 Credit Facilities mature on January 15, 2012.
Availability under the 2006 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 2006 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 a $160.0 million borrowing base under the
2006 Revolving Credit Facility, Products Corporation will not have full access to the 2006 Revolving Credit
Facility. Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also
conditioned upon the satisfaction of certain conditions precedent and Products Corporation’s compliance
with other covenants in the 2006 Revolving Credit Facility, including a fixed charge coverage ratio that
applies if and when the excess borrowing base (representing the difference between (1) the borrowing base
under the 2006 Revolving Credit Facility and (2) the amounts outstanding under such facility) is less than
$20.0 million. During 2008 and 2009 the fixed charge coverage ratio was not applicable, as the excess
borrowing base was not less than $20.0 million during such periods.
Borrowings under the 2006 Revolving Credit Facility (other than loans in foreign currencies) bear
interest at a rate equal to, at Products Corporation’s option, either (i) the Eurodollar Rate plus 2.00% per
annum or (ii) the Alternate Base Rate plus 1.00% per annum. Loans in foreign currencies bear interest in
certain limited circumstances, or if mutually acceptable to Products Corporation and the relevant foreign
lenders, at the Local Rate, and otherwise at the Eurocurrency Rate, in each case plus 2.00%. At
December 31, 2009, there were no borrowings under the 2006 Revolving Credit Facility.
Under the 2006 Term Loan Facility, Eurodollar Loans bear interest at the Eurodollar Rate plus 4.00%
per annum and Alternate Base Rate loans bear interest at the Alternate Base Rate plus 3.00% per annum.
At December 31, 2009, the effective weighted average interest rate for borrowings under the 2006 Term
Loan Facility was 4.26%. (See “Financial Condition, Liquidity and Capital Resources — Interest Rate Swap
Transactions”).
Prior to the termination date of the 2006 Term Loan Facility, on April 15, July 15, October 15 and
January 15 of each year (which commenced April 15, 2008), Products Corporation is required to repay
$2.1 million of the principal amount of the term loans outstanding under the 2006 Term Loan Facility on
each respective date. In January 2009, Products Corporation made a required quarterly amortization
41
payment of $2.1 million under the 2006 Term Loan Facility and in February 2009, Products Corporation
repaid $16.6 million in principal amount under the 2006 Term Loan Facility, pursuant to the requirement
under the 2006 Term Loan Agreement to repay term loan indebtedness with 50% of its 2008 “excess cash
flow” (as defined under such agreement), which repayment satisfied Products Corporation’s required
quarterly term loan amortization payments of $2.1 million per quarter that would otherwise have been due
on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010, July 15, 2010,
October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15, 2011. Prior to
April 9, 2010, Products Corporation will be required to repay approximately $13.6 million of term loan
indebtedness, representing 50% of its 2009 “excess cash flow” (as defined under the 2006 Term Loan
Agreement), which repayment would satisfy Products Corporation’s required term loan amortization
payment of $0.2 million due on January 15, 2011, and quarterly amortization payments of $2.1 million that
otherwise would have been due on April 15, 2011, July 15, 2011 and October 15, 2011 and $7.1 million of the
amount remaining due under the 2006 Term Loan Facility upon maturity. In addition, the term loans under
the 2006 Term Loan Facility are required to be prepaid with:
(i)
the net proceeds in excess of $10.0 million for each twelve-month period ending on July 9
received during such period from sales of the capital stock of Products Corporation and its
subsidiaries and intellectual property and certain other intangible property (the “Term Loan
First Lien Collateral”) by Products Corporation or any of its subsidiary guarantors (subject to
carryover of unused annual basket amounts up to a maximum of $25.0 million and subject to
certain specified dispositions up to an additional $25.0 million in the aggregate); and
(ii)
the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain
additional debt.
The 2006 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 2006 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. (See Note 9, “Long-Term Debt and Redeemable Preferred Stock”, to the Consolidated
Financial Statements).
Each of the 2006 Credit Facilities contains various restrictive covenants prohibiting Products Corpo-
ration 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 Stock Plan (as hereinafter defined) and/or the payment of withholding taxes in
connection with the vesting of restricted stock awards under such plan; and
(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;
42
(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 other than upon terms no less
favorable to Products Corporation or its subsidiaries than it would obtain in an arms’ length
transaction.
In November 2009, the 2006 Credit Agreements were amended to permit Products Corporation to
refinance its 91⁄2% Senior Notes on a secured basis, which refinancing Products Corporation completed in
November 2009 by the issuance of the 93⁄4% Senior Secured Notes.
In addition to the foregoing, the 2006 Term Loan Facility contains a financial covenant limiting
Products Corporation’s senior secured leverage ratio (the ratio of Products Corporation’s Senior Secured
Debt (excluding debt outstanding under the 2006 Revolving Credit Facility) to EBITDA, as each such term
is defined in the 2006 Term Loan Facility) to 5.0 to 1.0 for each period of four consecutive fiscal quarters
ending during the period from December 31, 2008 to the January 2012 maturity date of the 2006 Term Loan
Facility.
Under certain circumstances if and when the difference between (i) the borrowing base under the 2006
Revolving Credit Facility and (ii) the amounts outstanding under the 2006 Revolving Credit Facility is less
than $20.0 million for a period of 30 consecutive days or more, the 2006 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, as each such term is defined in the 2006
Revolving Credit Facility) of 1.0 to 1.0.
The events of default under each 2006 Credit Facility include customary events of default for such
types of agreements, including, among others:
(i)
(ii)
(iii)
nonpayment of any principal, interest or other fees when due, subject in the case of interest and
fees to a grace period;
non-compliance with the covenants in such 2006 Credit Facility or the ancillary security doc-
uments, subject in certain instances to grace periods;
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 $5.0 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 $5.0 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 2006 Term Loan Facility, a cross default under the 2006 Revolving Credit
Facility, and in the case of the 2006 Revolving Credit Facility, a cross default under the 2006 Term
Loan Facility;
(vi)
the failure by Products Corporation, certain of Products Corporation’s subsidiaries or Revlon,
Inc. to pay certain material judgments;
43
(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 662⁄3% of such continuing directors) shall cease to be a majority of
the directors;
(viii) the failure by Revlon, Inc. to contribute to Products Corporation all of the net proceeds it
receives from any sale of its equity securities or Products Corporation’s capital stock, subject to
certain limited exceptions;
(ix)
(x)
the conduct by Revlon, Inc. of any meaningful business activities other than those that are
customary for a publicly traded holding company which is not itself an operating company,
including the ownership of meaningful assets (other than Products Corporation’s capital stock)
or the incurrence of debt, in each case subject to limited exceptions; and
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.
If Products Corporation is in default under the senior secured leverage ratio under the 2006 Term Loan
Facility or the consolidated fixed charge coverage ratio under the 2006 Revolving Credit Facility, 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. This cure right may be exercised by Products Corporation two times in any
four quarter period. Products Corporation was in compliance with all applicable covenants under the 2006
Credit Agreements as of December 31, 2009.
2009 Refinancing of the 91⁄2% Senior Notes
In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount
of 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 Agree-
ments 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 will be
amortized over the remaining life of the 2006 Credit Agreements. In addition, 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 will be amortized over the remaining life of the 93⁄4% Senior Secured Notes.
This issuance and the related transactions refinanced Products Corporation’s 91⁄2% Senior Notes that would
otherwise have become due on April 1, 2011.
The $319.8 million of net proceeds, together with $42.6 million of other cash and borrowings under the
2006 Revolving Credit Facility, 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
required to permit such refinancing to be conducted on a secured basis. On or before May 12, 2010, as
required by the terms of the 93⁄4% Senior Secured Notes indenture, the Company expects to (i) file a
44
registration statement with the SEC with respect to a registered offer to exchange the 93⁄4% Senior Secured
Notes for new exchange notes having terms substantially identical in all material respects to the notes (with
the exception of certain transfer restrictions, registration rights and penalty interest rate provisions) or
(ii) file a shelf registration statement with respect to resales of the 93⁄4% Senior Secured Notes. (See Note 9,
“Long-Term Debt and Redeemable Preferred Stock”, to the Consolidated Financial Statements).
Pursuant to the terms of the 93⁄4% Senior Secured Notes indenture, the 93⁄4% Senior Secured Notes are
senior secured obligations of Products Corporation ranking equally in right of payment with any present
and future senior indebtedness of Products Corporation. The 93⁄4% Senior Secured Notes bear interest at an
annual rate of 93⁄4%, which is payable on May 15 and November 15 of each year, commencing on May 15,
2010, requiring bi-annual interest payments of approximately $15.4 million on May 15, 2010, and thereafter
approximately $16.1 million on each interest payment date, based on the $330.0 million aggregate principal
face amount of the 93⁄4% Senior Secured Notes outstanding as of December 31, 2009.
The 93⁄4% Senior Secured Notes 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 93⁄4% Senior Secured Notes and the obligations under the guarantees are
secured by, subject to certain limited exceptions, substantially all of the assets of Products Corporation and
the guarantors, including second-priority liens on the collateral securing the 2006 Term Loan Facility and
third-priority liens on the collateral securing the 2006 Revolving Credit Facility, subject to certain excep-
tions. (See Note 9, “Long-Term Debt and Redeemable Preferred Stock” to the Consolidated Financial
Statements).
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, merg-
ers and transfers of all or substantially all 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. Products Corporation was in compliance with all applicable
covenants under its 93⁄4% Senior Secured Notes as of December 31, 2009.
2009 Extension of the maturity of the Senior Subordinated Term Loan
In October 2009, Revlon, Inc. consummated its 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. 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 Exchange Offer. The Class A Common Stock
tendered in the 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 issued in the Exchange Offer has a liquidation preference of $5.21 per
share, is entitled to receive a 12.75% annual dividend payable quarterly in cash 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. Each share of
Preferred Stock has the same voting rights as a share of Class A Common Stock, except with respect to
certain mergers.
45
Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. the
$48.6 million Contributed Loan, representing $5.21 of outstanding principal amount for each of the
9,336,905 shares of Revlon, Inc.’s Class A Common Stock exchanged in the Exchange Offer, and 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. Also upon consummation of the Exchange Offer, the terms of the Senior
Subordinated Term Loan Agreement were amended to extend the maturity date on the Contributed Loan
which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013, to
change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date
on the $58.4 million principal amount of the Senior Subordinated Term Loan which remains owing from
Products Corporation to MacAndrews & Forbes 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. 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 have been or are being concurrently redeemed and all payments due thereon are paid in
full or are concurrently being paid in full.
In connection with the Exchange Offer, the Preferred Stock was 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
$48.6 million, which represents the $5.21 liquidation preference for each of the 9,336,905 shares of Preferred
Stock issued in the Exchange Offer.
In addition, in connection with Revlon, Inc.’s Exchange Offer, as of December 31, 2009, Revlon, Inc.
had incurred capitalized fees of approximately $6.7 million related to the consummation of such offer, of
which $6.2 million was paid as of December 31, 2009. As a result of the consummation of the Exchange
Offer, these fees will be amortized by Revlon, Inc. over the four-year term of the Preferred Stock.
Interest Rate Swap Transactions
In September 2007 and April 2008, Products Corporation executed two floating-to-fixed Interest Rate
Swaps each with a notional amount of $150.0 million over a period of two years relating to indebtedness
under Products Corporation’s 2006 Term Loan Facility. In September 2009, one of the Company’s two
floating-to-fixed interest rate swaps, with a notional amount of $150.0 million, expired. Therefore, as of
December 31, 2009, the Company had one floating-to-fixed interest rate swap with a notional amount of
$150.0 million relating to indebtedness under Products Corporation’s 2006 Term Loan Facility, which
expires in April 2010 (the “2008 Interest Rate Swap”). The 2008 Interest Rate Swap is designated as a cash
flow hedge of the variable interest rate payments on Products Corporation’s 2006 Term Loan Facility.
Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counter-
party a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount (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 the swap), which commenced in July 2008, while receiving a variable interest rate payment from the
counterparty equal to three-month U.S. dollar LIBOR. While the Company is exposed to credit loss in the
event of the counterparty’s non-performance, if any, the Company’s exposure is limited to the net amount
that Products Corporation would have received over the remaining balance of the 2008 Interest Rate
Swap’s two-year term. 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. The fair value of Products Corporation’s 2008 Interest Rate Swap was $(1.8) million, at Decem-
ber 31, 2009.
46
Impact of Foreign Currency Translation — Venezuela
Highly-Inflationary Economy: Effective January 1, 2010, Venezuela has been designated as a highly
inflationary economy under U.S. GAAP. As a result, beginning January 1, 2010, the U.S. dollar will be the
functional currency for the Company’s subsidiary in Venezuela (“Revlon Venezuela”). Through Decem-
ber 31, 2009, prior to 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 for will be reflected in earnings.
Currency Devaluation: On January 8, 2010, the Venezuelan government announced the devaluation
of its local currency (“Bolivars”) relative to the U.S. dollar. The official exchange rate for non-essential
goods has changed from 2.15 to 4.30. The Company uses Venezuela’s official rate to translate the financial
statements of Revlon Venezuela. As the devaluation of Bolivars relative to the U.S. dollar occurred in 2010,
it did not have an impact on the Company’s 2009 results of operations or financial position; however the
Company expects the following impacts to its financial statements in 2010:
•
•
the Company’s consolidated financial results in 2010 are expected to be adversely impacted as a
result of the currency devaluation. Revlon Venezuela accounted for approximately 4% and 7% of
the Company’s 2009 consolidated net sales and operating income, respectively; and
a foreign currency loss in the first quarter of 2010 of approximately $3 million related to the
required re-measurement of Revlon Venezuela’s balance sheet during the first quarter of 2010 to
reflect the impact of the currency devaluation. As Venezuela has been designated as a highly
inflationary economy effective January 1, 2010, this foreign currency loss will be reflected in
earnings.
Separately, during the fourth quarter of 2009, due to currency restrictions in Venezuela, Revlon
Venezuela exchanged Bolivars for U.S. dollars through a parallel market exchange transaction in order to
pay for certain U.S. dollar-denominated liabilities, which resulted in a $2.8 million foreign exchange loss.
(See “Results of Operations — Year ended December 31, 2009 compared with the year ended December 31,
2008 — Foreign Currency Losses”).
Sources and Uses
The Company’s principal sources of funds are expected to be operating revenues, cash on hand and
funds available for borrowing under the 2006 Revolving Credit Facility and other permitted lines of credit.
The 2006 Credit Agreements, the indenture governing Products Corporation’s 93⁄4% Senior Notes and the
Senior Subordinated Term Loan Agreement contain certain provisions that by their terms limit Products
Corporation and its subsidiaries’ ability to, among other things, incur additional debt.
The Company’s principal uses of funds are expected to be the payment of operating expenses,
including expenses in connection with the continued execution of the Company’s business strategy,
purchases of permanent wall displays, capital expenditure requirements, payments in connection with
the Company’s restructuring programs, severance not otherwise included in the Company’s restructuring
programs, debt service payments and costs, debt repurchases and regularly scheduled pension and post-
retirement benefit plan contributions and benefit payments. The Company’s cash contributions to its
pension and post-retirement benefit plans in 2009 were $24.3 million. In accordance with the minimum
pension contributions required under the Employee Retirement Income Security Act of 1974, as amended
by the Pension Protection Act of 2006 and as amended by the Worker, Retiree and Employer Recovery Act
of 2008, the Company expects cash contributions to its pension and post-retirement benefit plans to be
approximately $25 million in the aggregate for 2010. The Company’s purchases of permanent wall displays
and capital expenditures in 2009 were approximately $32.9 million and approximately $15.2 million,
respectively. The Company expects purchases of permanent wall displays and capital expenditures in the
aggregate for 2010 to be approximately $40 million and $20 million, respectively. (See “Restructuring Costs
and Other, Net” above in this Form 10-K for discussion of the Company’s expected uses of funds in
connection with its various restructuring programs).
47
The Company has undertaken, and continues to assess, refine and implement, a number of programs to
efficiently manage its cash and working capital, including, among other things, programs intended to reduce
inventory levels over time; centralized purchasing to secure discounts and efficiencies in procurement;
providing discounts to U.S. customers for more timely payment of receivables; prudent management of
accounts payable; and targeted controls on general and administrative spending.
Continuing to execute the Company’s business strategy could include taking advantage of additional
opportunities to reposition, repackage or reformulate one or more brands or product lines, launching
additional new products, acquiring businesses or brands, further refining the Company’s approach to retail
merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size
and structure. Any of these actions, whose intended purpose would be to create value through profitable
growth, could result in the Company making investments and/or recognizing charges related to executing
against such opportunities.
The Company may also, from time to time, seek to retire or purchase its outstanding debt obligations in
open market purchases, in privately negotiated transactions or otherwise and may seek to refinance some or
all of its indebtedness based upon market conditions. Any retirement or purchase of debt may be funded
with operating cash flows of the business or other sources and will depend upon prevailing market
conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved
may be material.
The Company expects that operating revenues, cash on hand and funds available for borrowing under
the 2006 Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the
Company to cover its operating expenses for 2010, including cash requirements in connection with the
payment of operating expenses, including expenses in connection with the execution of the Company’s
business strategy, purchases of permanent wall displays, capital expenditure requirements, payments in
connection with the Company’s restructuring programs (including, without limitation, the 2006 Programs,
the 2007 Programs, the 2008 Programs and the 2009 Programs), severance not otherwise included in the
Company’s restructuring programs, debt service payments and costs, debt repurchases and regularly
scheduled pension and post-retirement plan contributions and benefit payments.
There can be no assurance that available funds will be sufficient to meet the Company’s cash
requirements on a consolidated basis. If the Company’s anticipated level of revenues is not achieved
because of, among other things, decreased consumer spending in response to weak economic conditions or
weakness in the cosmetics category in the mass retail channel; adverse changes in currency exchange rates;
decreased sales of the Company’s products as a result of increased competitive activities by the Company’s
competitors; changes in consumer purchasing habits, including with respect to shopping channels; retailer
inventory management, retailer space reconfigurations or reductions in retailer display space; changes in
retailer pricing or promotional strategies; or less than anticipated results from the Company’s existing or
new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses,
including, without limitation, for pension expense under its benefit plans, advertising, promotional and
marketing activities or for sales returns related to any reduction of retail space, product discontinuances or
otherwise, exceed the anticipated level of expenses, the Company’s current sources of funds may be
insufficient to meet the Company’s cash requirements.
Any such developments, if significant, could reduce the Company’s revenues and could adversely
affect Products Corporation’s ability to comply with certain financial covenants under the 2006 Credit
Agreements and in such event the Company could be required to take measures, including, among other
things, reducing discretionary spending. (See also Item 1A.“Risk Factors” for further discussion of certain
risks associated with the Company’s business and indebtedness).
If the Company is unable to satisfy its cash requirements from the sources identified above or comply
with its debt covenants, the Company could be required to adopt one or more of the following alternatives:
• delaying the implementation of or revising certain aspects of the Company’s business strategy;
•
reducing or delaying purchases of wall displays or advertising, promotional or marketing expenses;
48
•
reducing or delaying capital spending;
• delaying, reducing or revising the Company’s restructuring programs;
•
•
•
•
refinancing Products Corporation’s indebtedness;
selling assets or operations;
seeking additional capital contributions and/or loans from MacAndrews & Forbes, the Company’s
other affiliates and/or third parties;
selling additional Revlon, Inc. equity securities or debt securities of Revlon, Inc. or Products
Corporation; or
•
reducing other discretionary spending.
There can be no assurance that the Company would be able to take any of the actions referred to above
because of a variety of commercial or market factors or constraints in Products Corporation’s debt
instruments, including, without limitation, market conditions being unfavorable for an equity or debt
issuance, additional capital contributions and/or loans not being available from affiliates and/or third
parties, or that the transactions may not be permitted under the terms of Products Corporation’s various
debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens,
asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the
Company to satisfy its cash requirements or enable Products Corporation to comply with its debt covenants
if the actions do not generate a sufficient amount of additional capital. (See also Item 1A.“Risk Factors” for
further discussion of certain risks associated with the Company’s business and indebtedness).
Revlon, Inc. expects that the payment of the quarterly dividends on its Preferred Stock will be funded
by cash interest payments to be received by Revlon, Inc. from Products Corporation on the Contributed
Loan (the $48.6 million portion of the Senior Subordinated Term Loan that was contributed to Revlon, Inc.
by MacAndrews & Forbes), subject to Revlon, Inc. having sufficient surplus or net profits in accordance
with Delaware law. Additionally, Revlon, Inc. expects to pay the liquidation preference of the Preferred
Stock on October 8, 2013 with the cash payment to be received by Revlon, Inc. from Products Corporation
in respect of the maturity of the principal amount outstanding under the Contributed Loan, subject to
Revlon, Inc. having sufficient surplus in accordance with Delaware law. The payment of such interest and
principal under the Contributed Loan to Revlon, Inc. by Products Corporation is permissible under the
2006 Credit Agreements, the Senior Subordinated Term Loan Agreement and the 93⁄4% Senior Secured
Notes Indenture.
On December 15, 2009, in accordance with the terms of the certificate of designation of the Preferred
Stock, Revlon, Inc. announced that its Board of Directors declared the regular dividend on the Preferred
Stock at an annual rate of 12.75% of the $5.21 per share liquidation preference (the “Regular Dividend”) in
the amount of $0.167434 per share for the period from October 8, 2009 through and including January 8,
2010, which dividend was paid on January 8, 2010 to holders of record of the Preferred Stock at the close of
business on December 28, 2009. As of December 31, 2009, the Company accrued $1.4 million in interest
expense related to the first quarterly Regular Dividend on the Preferred Stock which was paid in January
2010.
Products Corporation enters into foreign currency forward exchange contracts and option contracts
from time to time to hedge certain net cash flows denominated in currencies other than the local currencies
of the Company’s foreign and domestic operations. The foreign currency forward exchange contracts are
entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercom-
pany 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. There were foreign currency
forward exchange contracts with a notional amount of $54.3 million outstanding at December 31, 2009. The
fair value of foreign currency forward exchange contracts outstanding at December 31, 2009 was
$(1.6) million.
49
Disclosures about Contractual Obligations and Commercial Commitments
The following table aggregates all contractual commitments and commercial obligations that affect the
Company’s financial condition and liquidity position as of December 31, 2009:
Contractual Obligations
Payments Due by Period
(dollars in millions)
Total
Less than
1 year
1-3 years
3-5 years
After 5
years
Long-term Debt, including Current Portion . . . . . . . $1,145.0
Long-term Debt — affiliates(a) . . . . . . . . . . . . . . . . .
58.4
Redeemable Preferred Stock(b) . . . . . . . . . . . . . . . .
48.6
Interest on Long-term Debt(c) . . . . . . . . . . . . . . . . .
263.9
Interest on Long-term Debt — affiliates(d) . . . . . . .
35.0
Preferred Stock Dividends(e) . . . . . . . . . . . . . . . . . .
24.8
2.9
Capital Lease Obligations. . . . . . . . . . . . . . . . . . . . .
70.0
Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase Obligations(f) . . . . . . . . . . . . . . . . . . . . . . .
57.5
Other Long-term Obligations(g) . . . . . . . . . . . . . . . .
25.8
$ 13.6
—
—
67.1
7.0
6.2
1.2
15.8
57.2
18.1
$801.4
—
—
100.3
14.0
12.4
1.6
27.0
0.3
7.7
$ — $330.0
—
—
32.2
—
—
—
8.4
—
—
58.4
48.6
64.3
14.0
6.2
0.1
18.8
—
—
Total Contractual Cash Obligations . . . . . . . . . . . . . $1,731.9
$186.2
$964.7
$210.4
$370.6
(a) Amount refers to the aggregate principal amount outstanding under the Non-Contributed Loan, after giving effect to the
consumation of the Exchange Offer in October 2009 in which 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. Pursuant to the terms of the Exchange Offer, the maturity date on the Non-Contributed Loan
which remains owing from Products Corporation to MacAndrews & Forbes was extended from August 2010 to October 8, 2014.
(b) Reflects the Preferred Stock issued in the Exchange Offer, which has a liquidation preference of $5.21 per share. 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 payable at
maturity on October 8, 2013 (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 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.
(c) Consists of interest primarily on the $330.0 million in aggregate principal amount of the 93⁄4% Senior Secured Notes and on the
2006 Term Loan Facility through the respective maturity dates based upon assumptions regarding the amount of debt
outstanding under the 2006 Credit Facilities and assumed interest rates. In addition, this amount reflects the impact of the
Interest Rate Swap, covering $150.0 million notional amount under the 2006 Term Loan Facility through April 2010, which
resulted in an effective weighted average interest rate of 4.7% on the 2006 Term Loan Facility as of December 31, 2009. (See
“Financial Condition, Liquidity and Capital Resources — Interest Rate Swap Transactions”).
(d)
Includes 12% interest on the aggregate principal amount outstanding under the Non-Contributed Loan, which has a maturity
date on October 8, 2014.
(e) Reflects the 12.75% annual cash dividend, payable quarterly over the four-year term of the Preferred Stock, subject to Revlon,
Inc. having lawfully available funds to effect such payments.
(f)
Consists of purchase commitments for finished goods, raw materials, components and services pursuant to enforceable and
legally binding obligations which include all significant terms, including fixed or minimum quantities to be purchased; fixed,
minimum or variable price provisions; and the approximate timing of the transactions.
(g) Consists primarily of obligations related to advertising contracts. Such amounts exclude employment agreements, severance and
other contractual commitments, which severance and other contractual commitments related to restructuring are discussed
under “Restructuring Costs”.
Off-Balance Sheet Transactions
The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other
relationships with unconsolidated entities or others that are reasonably likely to have a material current or
50
future effect on the Company’s financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.
Discussion of Critical Accounting Policies
In the ordinary course of its business, the Company has made a number of estimates and assumptions
relating to the reporting of results of operations and financial condition in the preparation of its financial
statements in conformity with accounting principles generally accepted in the U.S. Actual results could
differ significantly from those estimates and assumptions. The Company believes that the following
discussion addresses the Company’s most critical accounting policies, which are those that are most
important to the portrayal of the Company’s financial condition and results and require management’s
most difficult, subjective and complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain.
Sales Returns:
The Company allows customers to return their unsold products when they meet certain company-
established criteria as outlined in the Company’s trade terms. The Company regularly reviews and revises,
when deemed necessary, the Company’s estimates of sales returns based primarily upon actual returns,
planned product discontinuances and promotional sales, which would permit customers to return items
based upon the Company’s trade terms. The Company records estimated sales returns as a reduction to
sales and cost of sales, and an increase in accrued liabilities and inventories.
Returned products, which are recorded as inventories, are valued based upon the amount that the
Company expects to realize upon their subsequent disposition. The physical condition and marketability of
the returned products are the major factors the Company considers in estimating realizable value. Cost of
sales includes the cost of refurbishment of returned products. Actual returns, as well as realized values on
returned products, may differ significantly, either favorably or unfavorably, from the Company’s estimates
if factors such as product discontinuances, customer inventory levels or competitive conditions differ from
the Company’s estimates and expectations and, in the case of actual returns, if economic conditions differ
significantly from the Company’s estimates and expectations.
Trade Support Costs:
In order to support the retail trade, the Company has various performance-based arrangements with
retailers to reimburse them for all or a portion of their promotional activities related to the Company’s
products. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the
Company for these promotions based on estimates of what has been incurred by the retailers. Actual costs
incurred by the Company may differ significantly if factors such as the level and success of the retailers’
programs, as well as retailer participation levels, differ from the Company’s estimates and expectations.
Inventories:
Inventories are stated at the lower of cost or 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 discontinuances. The physical condition (e.g., age
and quality) of the inventories is also considered in establishing its valuation. These adjustments are
estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the
Company may ultimately realize upon the disposition of inventories if future economic conditions,
customer inventory levels, product discontinuances, return levels or competitive conditions differ from
the Company’s estimates and expectations.
Pension Benefits:
The Company sponsors both funded and unfunded pension and other retirement plans in various forms
covering employees who meet the applicable eligibility requirements. The Company uses several statistical
51
and other factors in an attempt to estimate future events in calculating the liability and expense related to
these plans. These factors include assumptions about the discount rate, expected long-term return on plan
assets and rate of future compensation increases as determined annually by the Company, within certain
guidelines, which assumptions would be subject to revisions if significant events occur during the year. The
Company uses December 31st as its measurement date for defined benefit pension plan obligations and
assets.
The Company selected a weighted-average discount rate of 5.68% in 2009, representing a decrease
from the 6.35% weighted-average discount rate selected in 2008 for the Company’s U.S. defined benefit
pension plans. The Company selected an average discount rate for the Company’s international defined
benefit pension plans of 5.63% in 2009, representing a decrease from the 6.4% average discount rate
selected in 2008. The discount rates are used to measure the benefit obligations at the measurement date
and the net periodic benefit cost for the subsequent calendar year and are reset annually using data
available at the measurement date. The changes in the discount rates used for 2009 were primarily due to
decreasing long-term interest yields on high-quality corporate bonds during 2009. At December 31, 2009,
the decrease in the discount rates from December 31, 2008 had the effect of increasing the Company’s
projected pension benefit obligation by approximately $45.3 million. For fiscal 2010, the Company expects
that the aforementioned decrease in the discount rate will have the effect of increasing the net periodic
benefit cost for its U.S. and international defined benefit pension plans by approximately $6.9 million, as
compared to the net periodic benefit cost for fiscal 2009. However, for fiscal 2010, the Company expects an
overall decline in net periodic benefit cost primarily due to the increase in the fair value of pension plan
assets at December 31, 2009 and the impact of the May 2009 amendment of the Company’s U.S. qualified
defined benefit pension plan (as amended, the “Revlon Employees’ Retirement Plan”) and its non-
qualified pension plan (as amended, the “Revlon Pension Equalization Plan”) to cease future benefit
accruals under such plans after December 31, 2009 (the “May 2009 Plan Amendments”), partially offset by
the impact of the aforementioned decrease in the discount rate.
Each year during the first quarter, the Company selects an expected long-term rate of return on its
pension plan assets. For the Company’s U.S. defined benefit pension plans, the expected long-term rate of
return on the pension plan assets used in 2009 and in 2008 was 8.25%. The average expected long-term rate
of return used for the Company’s international plans in 2009 was 6.5%, representing a decrease from the
6.9% average rate used in 2008.
The table below reflects the Company’s estimates of the possible effects of changes in the discount
rates and expected long-term rates of return on its 2009 net periodic benefit costs and its projected benefit
obligation at December 31, 2009 for the Company’s principal defined benefit pension plans, with all other
assumptions remaining constant:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return . . . . . . . . . . . . . . . . .
$(0.4)
(0.3)
Net periodic
benefit costs
Projected
pension
benefit
obligation
$(16.8)
—
Net periodic
benefit costs
$1.7
1.5
Projected
pension
benefit
obligation
$16.0
—
Effect of
25 basis points increase
Effect of
25 basis points decrease
The rate of future compensation increases is another assumption used by the Company’s third party
actuarial consultants for pension accounting. The rate of future compensation increases used in 2008 was
4.0% for the U.S. defined benefit pension plans, including the Revlon Employees’ Retirement Plan and the
Revlon Pension Equalization Plan, which were amended in May 2009 to cease future benefit accruals under
such plans after December 31, 2009. The rate of future compensation increases used in 2009 was 3.5% for
the U.S. defined benefit pension plans excluding the Revlon Employees’ Retirement Plan and the Revlon
Pension Equalization Plan, as the rate of future compensation increases is no longer relevant to such plans
due to the May 2009 Plan Amendments.
52
In addition, the Company’s actuarial consultants also use other factors such as withdrawal and
mortality rates. The actuarial assumptions used by the Company may differ materially from actual results
due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life
spans of participants, among other things. Differences from these assumptions could significantly impact
the actual amount of net periodic benefit cost and liability recorded by the Company.
Goodwill:
The Company reviews its goodwill for impairment at least annually, or whenever events or changes in
circumstances would indicate possible impairment. The Company performs its annual impairment test of
goodwill as of September 30th. The Company compared its estimated fair value of the enterprise to its net
assets and the fair value of the enterprise was substantially greater than the enterprise’s net assets. Based on
annual tests performed by the Company as of September 30, 2009 and 2008, the Company concluded that
no impairment of goodwill existed at either date. 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 the goodwill has been assigned to the enterprise as a whole. The amount
outstanding for goodwill, net, was $182.6 million at both December 31, 2009 and 2008.
Income Taxes:
The Company records income taxes based on amounts payable with respect to the current year and
includes the effect of deferred taxes. The effective tax rate reflects statutory tax rates, tax-planning
opportunities available in various jurisdictions in which the Company operates, and the Company’s
estimate of the ultimate outcome of various tax audits and issues. Determining the Company’s effective
tax rate and evaluating tax positions requires significant judgment.
The Company recognizes deferred tax assets and liabilities for the future impact of differences between
the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for
operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using
enacted tax rates expected to apply to taxable income in the years in which management expects that the
Company will recover or settle those differences. The Company has established valuation allowances for
deferred tax assets when management has determined that it is not more likely than not that the Company
will realize a tax benefit.
The Company recognizes a tax position in its financial statements when it is more likely than not that
the position will be sustained upon examination, based on the merits of such position.
Recent Accounting Pronouncements
In May 2009, the FASB issued the Subsequent Events Topic of the FASB Accounting Standards
Codification (the “Subsequent Events Topic”) to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are issued
or are available to be issued. In particular, the Subsequent Events Topic sets forth: (a) the period after the
balance sheet date during which management of a reporting entity shall evaluate events or transactions that
may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under
which an entity shall recognize events or transactions occurring after the balance sheet date in its financial
statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after
the balance sheet date. The provisions of the Subsequent Events Topic are effective for interim or annual
financial periods ending after June 15, 2009. The Company adopted the provisions of the Subsequent
Events Topic effective as of June 30, 2009 and its adoption did not have a material impact on its results of
operations, financial condition or its disclosures.
Inflation
The Company’s costs are affected by inflation and the effects of inflation may be experienced by the
Company in future periods. Management believes, however, that such effects have not been material to the
53
Company during the past three years in the U.S. and in foreign non-hyperinflationary countries. The
Company operates in certain countries around the world, such as Argentina and Venezuela, which have in
the past experienced hyperinflation. In hyperinflationary foreign countries, the Company attempts to
mitigate the effects of inflation by increasing prices in line with inflation, where possible, and efficiently
managing its costs and working capital levels.
The Company makes its determination as to whether the Venezuelan economy should be considered a
highly inflationary economy under U.S. GAAP based upon a blended inflation index of the Venezuelan
National Consumer Price Index (“NCPI”) and the Venezuelan Consumer Price Index (“CPI”). (See
“Financial Condition, Liquidity and Capital Resources — Impact of Foreign Currency Translation —
Venezuela” for details regarding the designation of Venezuela as a highly inflationary economy effective
January 1, 2010 and the Venezuelan government’s announcement of the devaluation of its local currency on
January 8, 2010).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Sensitivity
The Company has exposure to changing interest rates primarily under the 2006 Term Loan Facility and
2006 Revolving Credit Facility. The Company manages interest rate risk through the use of a combination
of fixed and floating rate debt. The Company from time to time makes use of derivative financial
instruments to adjust its fixed and floating rate ratio. In September 2007 and April 2008, Products
Corporation executed the two floating-to-fixed Interest Rate Swaps, each with a notional amount of
$150.0 million over a period of two years relating to indebtedness under Products Corporation’s 2006 Term
Loan Facility. In September 2009, one of the Company’s two floating-to-fixed interest rate swaps, with a
notional amount of $150.0 million, expired. Therefore, as of December 31, 2009, the Company had one
floating-to-fixed interest rate swap, the 2008 Interest Rate Swap, with a notional amount of $150.0 million
relating to indebtedness under Products Corporation’s 2006 Term Loan Facility, which 2008 Interest Rate
Swap expires in April 2010. The 2008 Interest Rate Swap is designated as a cash flow hedge of the variable
interest rate payments on Products Corporation’s 2006 Term Loan Facility. (See “Financial Condition,
Liquidity and Capital Resources — Interest Rate Swap Transactions”).
The table below provides information about the Company’s indebtedness that is sensitive to changes in
interest rates. The table presents cash flows with respect to principal on indebtedness and related weighted
average interest rates by expected maturity dates. Weighted average variable rates are based on implied
forward rates in the U.S. Dollar LIBOR yield curve at December 31, 2009. The information is presented in
U.S. dollar equivalents, which is the Company’s reporting currency.
Exchange Rate Sensitivity
The Company manufactures and sells its products in a number of countries throughout the world and,
as a result, is exposed to movements in foreign currency exchange rates. In addition, a portion of the
Company’s borrowings are denominated in foreign currencies, which are also subject to market risk
associated with exchange rate movement. The Company from time to time hedges major foreign currency
cash exposures through foreign exchange forward and option contracts. Products Corporation enters into
these contracts with major financial institutions in an attempt to minimize counterparty risk. These
contracts generally have a duration of less than twelve months and are primarily against the U.S. dollar.
In addition, Products Corporation enters into foreign currency swaps to hedge intercompany financing
transactions. The Company does not hold or issue financial instruments for trading purposes.
54
Expected maturity date for the year ended December 31,
(dollars in millions, except for rate information)
Debt
2010
2011
2012
2013
2014
Thereafter
Total
Fair Value
December 31,
2009
Short-term variable rate
(various currencies) . . . . . .
Average interest rate(a) . . .
$ 0.3
7.3%
Long-term fixed rate —
third party ($US). . . . . . . .
Average interest rate(a)
. .
Long-term fixed rate —
affiliates ($US) . . . . . . . . .
Average interest rate(a)
. .
Long-term variable rate —
third party ($US). . . . . . . .
Average interest
rate(a)(d) . . . . . . . . . . . . .
$
0.3
$
0.3
$ 48.6(b)
12.75%
$330.0
378.6
386.7
9.75%
$58.4(c)
12.0%
58.4
56.0
$13.6
$801.4
815.0
798.7
4.3%
5.6%
Total debt . . . . . . . . . . . . . . .
$13.9
$— $801.4
$ 48.6
$58.4
$330.0
$1,252.3
$1,241.7
(a) Weighted average variable rates are based upon implied forward rates from the U.S. Dollar LIBOR yield curves at December 31,
2009.
(b) Represents the $48.6 million to be paid by Revlon, Inc. at maturity for the Preferred Stock issued in the Exchange Offer
consummated in October 2009 (i.e., the earlier of (i) October 8, 2013 and (ii) the consummation of certain change of control
transactions). Annual cash dividends of 12.75% on the Preferred Stock are payable quarterly over the four-year term of the
Preferred Stock, subject to Revlon, Inc. having lawfully available funds to effect such payments.
(c) Represents the aggregate principal amount outstanding of Non-Contributed Loan as of December 31, 2009 which loan matures
on October 8, 2014 and bears interest at an annual rate of 12%, which is payable in arrears in cash on January 8, April 8, July 8,
and October 8 of each year. (See “Financial Condition, Liquidity and Capital Resources — Senior Subordinated Term Loan”).
(d) Based upon the implied forward rate from the U.S. Dollar LIBOR yield curve at December 31, 2009, this reflects the impact of
the 2008 Interest Rate Swap, covering $150.0 million notional amount under the 2006 Term Loan Facility, which resulted in an
effective weighted average interest rate of 5.6% on the 2006 Term Loan Facility at December 31, 2009.
Forward Contracts
Average
Contractual
Rate
$/FC
Original
US Dollar
Notional
Amount
Contract Value
December 31,
2009
Fair Value
December 31,
2009
Sell Canadian Dollars/Buy USD . . . . . . . . . . . . . .
Sell Australian Dollars/Buy USD . . . . . . . . . . . . . .
Sell British Pounds/Buy USD. . . . . . . . . . . . . . . . .
Sell South African Rand/Buy USD . . . . . . . . . . . .
Buy Australian Dollars/Sell New Zealand
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sell Euros/Buy USD. . . . . . . . . . . . . . . . . . . . . . . .
Sell New Zealand Dollars/Buy USD . . . . . . . . . . .
Sell USD/Buy South African Rand . . . . . . . . . . . .
Sell USD/Buy Japanese Yen . . . . . . . . . . . . . . . . .
0.9149
0.8337
1.5949
0.1249
1.2359
1.3852
0.6703
0.1334
0.0110
$16.9
10.0
7.4
4.8
3.2
0.4
0.3
8.0
3.3
$16.3
9.4
7.3
4.5
3.2
0.4
0.3
8.1
3.2
$(0.6)
(0.6)
(0.1)
(0.3)
—
—
—
0.1
(0.1)
Total forward contracts. . . . . . . . . . . . . . . . . . . . . .
$54.3
$52.7
$(1.6)
55
Interest Rate Swap Transactions(a)
Notional Amount . . . . . . . . . . . . . . . . . . . . . .
Average Pay Rate . . . . . . . . . . . . . . . . . . . . .
Average Receive Rate . . . . . . . . . . . . . . . . . .
Expected Maturity date for the
year ended December 31,
Total
$150.0
2010
$150.0
2.66%(b)
3-month USD
LIBOR (b)
Fair Value
December 31, 2009
$(1.8)
(a)
In September 2009, one of the Company’s two floating-to-fixed Interest Rate Swaps, with a notional amount of $150.0 million,
expired. Therefore, as of December 31, 2009, the Company only had the 2008 Interest Rate Swap with a notional amount of
$150.0 million related to indebtedness under Products Corporation’s 2006 Term Loan Facility, which 2008 Interest Rate Swap
expires in April 2010. The 2008 Interest Rate Swap is designated as a cash flow hedge of the variable interest rate payments
under Products Corporation’s 2006 Term Loan Facility. (See “Financial Condition, Liquidity and Capital Resources — Interest
Rate Swap Transactions”).
(b) Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed
interest rate of 2.66% on the $150.0 million notional amount (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 the swap), which commenced in July 2008, while
receiving a variable interest rate payment from the counterparty equal to the three-month U.S. dollar LIBOR, which was
approximately 0.28% on the latest receipt date, or October 16, 2009.
Item 8. Financial Statements and Supplementary Data
Reference is made to the Index on page F-1 of the Company’s Consolidated Financial Statements and
the Notes thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
(a) Disclosure Controls and Procedures. The Company maintains disclosure controls and proce-
dures that are designed to ensure that information required to be disclosed in the Company’s reports under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to management, including the Company’s Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s manage-
ment, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal
year covered by this Annual Report on Form 10-K. The Company’s Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by this Annual Report on
Form 10-K, the Company’s disclosure controls and procedures were effective.
(b) Management’s Annual Report on Internal Control over Financial Reporting. The Company’s
management is responsible for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control system was designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation and fair presentation of published financial
statements in accordance with generally accepted accounting principles and includes those policies and
procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of its assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of its
financial statements in accordance with generally accepted accounting principles, and that its
receipts and expenditures are being made only in accordance with authorizations of its management
and directors; and
56
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on its financial
statements.
Internal control over financial reporting may not prevent or detect misstatements due to its inherent
limitations. Management’s projections of any evaluation of the effectiveness of internal control over
financial reporting as to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009 and in making this assessment used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework in
accordance with the standards of the Public Company Accounting Oversight Board (United States).
Revlon, Inc.’s management determined that as of December 31, 2009, the Company’s internal control
over financial reporting was effective.
KPMG LLP, the Company’s independent registered public accounting firm that audited the Compa-
ny’s financial statements included in this Annual Report on Form 10-K for the period ended December 31,
2009, has issued a report on the Company’s internal control over financial reporting. This report appears on
page F-3.
(c) Changes in Internal Control Over Financial Reporting. There have not been any changes in the
Company’s internal control over financial reporting during the fiscal quarter ended December 31, 2009 that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item 9B. Other Information
None.
Forward Looking Statements
This Annual Report on Form 10-K for the year ended December 31, 2009, as well as other public
documents and statements of the Company, contain forward-looking statements that involve risks and
uncertainties, which are based on the beliefs, expectations, estimates, projections, assumptions, forecasts,
plans, anticipations, targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers, focus
and intents of the Company’s management. While the Company believes that its estimates and assumptions
are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and, of
course, it is impossible for the Company to anticipate all factors that could affect its results. The Company’s
actual results may differ materially from those discussed in such forward-looking statements. Such state-
ments include, without limitation, the Company’s expectations and estimates (whether qualitative or
quantitative) as to:
(i)
(ii)
the Company’s future financial performance;
the effect on sales of decreased consumer spending in response to weak economic conditions or
weakness in the cosmetics category in the mass retail channel; adverse changes in currency
exchange rates; decreased sales of the Company’s products as a result of increased competitive
activities by the Company’s competitors, changes in consumer purchasing habits, including with
respect to shopping channels; retailer inventory management; retailer space reconfigurations or
reductions in retailer display space; changes in retailer pricing or promotional strategies; less
than anticipated results from the Company’s existing or new products or from its advertising,
promotional and/or marketing plans; or if the Company’s expenses, including, without limi-
tation, for pension expense under its benefit plans, advertising, promotions and marketing
57
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
activities or for sales returns related to any reduction of retail space, product discontinuances or
otherwise, exceed the anticipated level of expenses;
the Company’s belief that the continued execution of its business strategy could include taking
advantage of additional opportunities to reposition, repackage or reformulate one or more
brands or product lines, launching additional new products, acquiring businesses or brands,
further refining its approach to retail merchandising and/or taking further actions to optimize its
manufacturing, sourcing and organizational size and structure, any of which, whose intended
purpose would be to create value through profitable growth, could result in the Company
making investments and/or recognizing charges related to executing against such opportunities;
our expectations regarding our strategic goal to profitably grow our business and as to the
business strategies employed to achieve this goal, which are: (a) continuing to build our strong
brands by focusing on innovative, high-quality, consumer-preferred brand offering; effective
consumer brand communication; appropriate levels of advertising and promotion; and superb
execution with our retail partners; (b) continuing to develop our organizational capability
through attracting, retaining and rewarding highly capable people and through performance
management, development planning, succession planning and training; (c) continuing to drive
common global processes which are designed to provide the most efficient allocation of our
resources; (d) continuing to focus on increasing our operating profit and cash flow; and
(e) continuing to improve our capital structure by focusing on strengthening our balance sheet
and reducing debt;
restructuring activities, restructuring costs and charges, the timing of restructuring payments
and the benefits from such activities, including, without limitation, our expectation of annu-
alized savings of approximately $30 million in 2010 and thereafter (inclusive of the approx-
imately $15 million in 2009) from the May 2009 Program;
the Company’s expectation that operating revenues, cash on hand and funds available for
borrowing under Products Corporation’s 2006 Revolving Credit Facility and other permitted
lines of credit will be sufficient to enable the Company to cover its operating expenses for 2010,
including the cash requirements referred to in item (viii) below;
the Company’s expected principal sources of funds, including operating revenues, cash on hand
and funds available for borrowing under Products Corporation’s 2006 Revolving Credit Facility
and other permitted lines of credit, as well as the availability of funds from refinancing Products
Corporation’s indebtedness, selling assets or operations, capital contributions and/or loans from
MacAndrews & Forbes, the Company’s other affiliates and/or third parties and/or the sale of
additional equity securities of Revlon, Inc. or additional debt securities of Revlon, Inc. or
Products Corporation;
the Company’s expected principal uses of funds, including amounts required for the payment of
operating expenses, including expenses in connection with the continued execution of the
Company’s business strategy, payments in connection with the Company’s purchases of per-
manent wall displays, capital expenditure requirements, restructuring programs, severance not
otherwise included in the Company’s restructuring programs, debt service payments and costs,
debt repurchases (including, without limitation, that the Company may also, from time to time,
seek to retire or purchase its outstanding debt obligations in open market purchases, in privately
negotiated transactions or otherwise and may seek to refinance some or all of its indebtedness
based upon market conditions) and regularly scheduled pension and post-retirement benefit
plan contributions and benefit payments, and its estimates of the amount and timing of its
operating expenses, restructuring costs and payments, severance costs and payments, debt
service payments (including payments required under Products Corporation’s debt instru-
ments), debt repurchases, cash contributions to the Company’s pension plans and its other post-
retirement benefit plans and benefit payments in 2010, purchases of permanent wall displays
and capital expenditures;
58
(ix) matters concerning the Company’s market-risk sensitive instruments, including the Interest
Rate Swap, which is intended to reduce the effects of floating interest rates and the Company’s
exposure to interest rate volatility by hedging against fluctuations in variable interest rate
payments on the applicable notional amount of Products Corporation’s long-term debt under its
2006 Term Loan Facility, as well as the Company’s expectations as to the counterparty’s
performance, including that any loss arising from the non-performance by the counterparty
would not be material;
(x)
(xi)
(xii)
(xiii)
the Company’s plan to efficiently manage its cash and working capital, including, among other
things, programs to reduce inventory levels over time; centralized purchasing to secure dis-
counts and efficiencies in procurement; providing discounts to U.S. customers for more timely
payment of receivables; prudent management of accounts payable; and targeted controls on
general and administrative spending;
the Company’s expectations regarding its future pension expense, cash contributions and
benefit payments under its benefit plans;
the Company’s expectation that the payment of the quarterly dividends on the Preferred Stock
will be funded by cash interest payments to be received by Revlon, Inc. from Products
Corporation on the Contributed Loan and its expectation of paying the liquidation preference
of the Preferred Stock on October 8, 2013 with the cash payment to be received by Revlon, Inc.
from Products Corporation in respect of the maturity of the Contributed Loan, in each case
subject to Revlon, Inc. having sufficient surplus or net profits in accordance with Delaware
law; and
the Company’s expectations as to the future impact of the devaluation of Venezuelan Bolivars
and Venezuela being considered a highly inflationary economy in January 2010, including,
without limitation, that its consolidated financial results in 2010 are expected to be negatively
impacted as a result of the currency devaluation and will have a foreign currency loss in the first
quarter of 2010 of approximately $3 million related to the required re-measurement of Revlon
Venezuela’s balance sheet during the first quarter of 2010 to reflect the impact of the currency
devaluation, which will be reflected in earnings.
Statements that are not historical facts, including statements about the Company’s beliefs and
expectations, are forward-looking statements. Forward-looking statements can be identified by, among
other things, the use of forward-looking language such as “estimates,” “objectives,” “visions,” “projects,”
“assumptions,” “forecasts,” “focus,” “drive towards,” “plans,” “targets,” “strategies,” “opportunities,”
“drivers,” “believes,” “intends,” “outlooks,” “initiatives,” “expects,” “scheduled to,” “anticipates,” “seeks,”
“may,” “will” or “should” or the negative of those terms, or other variations of those terms or comparable
language, or by discussions of strategies, targets, long-range plans, models or intentions. Forward-looking
statements speak only as of the date they are made, and except for the Company’s ongoing obligations
under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise.
Investors are advised, however, to consult any additional disclosures the Company made or may make
in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC in
2010 and 2009 (which, among other places, can be found on the SEC’s website at http://www.sec.gov, as well
as on the Company’s website at www.revloninc.com). Except as expressly set forth in this Form 10-K, the
information available from time to time on such websites shall not be deemed incorporated by reference
into this Annual Report on Form 10-K. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. In addition to factors that may be
described in the Company’s filings with the SEC, including this filing, the following factors, among others,
59
could cause the Company’s actual results to differ materially from those expressed in any forward-looking
statements made by the Company:
(i)
(ii)
(iii)
(iv)
unanticipated circumstances or results affecting the Company’s financial performance, includ-
ing decreased consumer spending in response to weak economic conditions or weakness in the
cosmetics category in the mass retail channel; changes in consumer preferences, such as reduced
consumer demand for the Company’s color cosmetics and other current products, including new
product launches; changes in consumer purchasing habits, including with respect to shopping
channels; lower than expected retail customer acceptance or consumer acceptance of, or less
than anticipated results from, the Company’s existing or new products; higher than expected
pension expense and/or cash contributions under its benefit plans and/or benefit payments,
advertising, promotional and/or marketing expenses or lower than expected results from the
Company’s advertising, promotional and/or marketing plans; higher than expected sales returns
or decreased sales of the Company’s existing or new products; actions by the Company’s
customers, such as retailer inventory management and greater than anticipated retailer space
reconfigurations or reductions in retail space and/or product discontinuances or a greater than
expected impact from retailer pricing or promotional strategies; and changes in the competitive
environment and actions by the Company’s competitors, including business combinations,
technological breakthroughs, new products offerings, increased advertising, promotional and
marketing spending and advertising, promotional and/or marketing successes by competitors,
including increases in share in the mass retail channel;
in addition to the items discussed in (i) above, the effects of and changes in economic conditions
(such as continued volatility in the financial markets, inflation, monetary conditions and foreign
currency fluctuations, as well as in trade, monetary, fiscal and tax policies in international
markets) and political conditions (such as military actions and terrorist activities);
unanticipated costs or difficulties or delays in completing projects associated with the continued
execution of the Company’s business strategy or lower than expected revenues or the inability
to create value through profitable growth as a result of such strategy, including lower than
expected sales, or higher than expected costs, including as may arise from any additional
repositioning, repackaging or reformulating of one or more brands or product lines, launching
of new product lines, including difficulties or delays, or higher than expected expenses, including
for sales returns, in launching its new products, acquiring businesses or brands, further refining
its approach to retail merchandising, and/or difficulties, delays or increased costs in connection
with taking further actions to optimize the Company’s manufacturing, sourcing, supply chain or
organizational size and structure;
difficulties, delays or unanticipated costs in achieving our strategic goal to profitably grow our
business and as to the business strategies employed to achieve this goal, such as (a) difficulties,
delays or our inability to build our strong brands, such as due to less than effective product
development, less than expected acceptance of our new or existing products by consumers
and/or retail customers, less than expected acceptance of our advertising, promotional and/or
marketing plans by our consumers and/or retail customers, less than expected investment in
advertising, promotional and/or marketing activities or greater than expected competitive
investment, less than expected acceptance of our brand communication by consumers and/or
retail partners, less than expected levels of advertising, promotional and/or marketing activities
for our new product launches and/or less than expected levels of execution with our retail
partners or higher than expected costs and expenses; (b) difficulties, delays or the inability to
develop our organizational capability; (c) difficulties, delays or unanticipated costs in connec-
tion with our plans to drive our company to act globally, such as due to higher than anticipated
levels of investment required to support and build our brands globally or less than anticipated
results from our national and multi-national brands; (d) difficulties, delays or unanticipated
costs in connection with our plans to improve our operating profit and cash flow, such as
difficulties, delays or the inability to take actions intended to improve results in sales returns,
60
cost of goods sold, general and administrative expenses, working capital management and/or
sales growth; and/or (e) difficulties, delays or unanticipated costs in consummating, or our
inability to consummate, transactions to improve our capital structure, strengthen our balance
sheet and/or reduce debt, including higher than expected costs (including interest rates);
(v)
(vi)
(vii)
difficulties, delays or unanticipated costs or less than expected savings and other benefits
resulting from the Company’s restructuring activities, such as less than anticipated cost reduc-
tions or other benefits from the 2009 Programs, 2008 Programs, 2007 Programs and/or 2006
Programs and the risk that the 2009 Programs, 2008 Programs, 2007 Programs and/or the 2006
Programs may not satisfy the Company’s objectives;
lower than expected operating revenues, cash on hand and/or funds available under the 2006
Revolving Credit Facility and/or other permitted lines of credit or higher than anticipated
operating expenses, such as referred to in clause (viii) below;
the unavailability of funds under Products Corporation’s 2006 Revolving Credit Facility or
other permitted lines of credit, or from refinancing indebtedness, or from capital contributions
or loans from MacAndrews & Forbes, the Company’s other affiliates and/or third parties and/or
the sale of additional equity of Revlon, Inc. or debt securities of Revlon, Inc. or Products
Corporation;
(viii) higher than expected operating expenses, sales returns, working capital expenses, permanent
wall display costs, capital expenditures, restructuring costs, severance not otherwise included in
the Company’s restructuring programs, debt service payments, debt repurchases, regularly
scheduled cash pension plan contributions and/or post-retirement benefit plan contributions
and/or benefit payments;
(ix)
(x)
(xi)
(xii)
interest rate or foreign exchange rate changes affecting the Company and its market-risk
sensitive financial instruments, including less than anticipated benefits or other unanticipated
effects of the 2008 Interest Rate Swap and/or difficulties, delays or the inability of the
counterparty to perform such transactions;
difficulties, delays or the inability of the Company to efficiently manage its cash and working
capital;
lower than expected returns on pension plan assets and/or lower discount rates, which could
result in higher than expected cash contributions and/or pension expense;
difficulties, delays or the inability of the Company to pay the quarterly dividends or the
liquidation preference on the Preferred Stock, such as due to the unavailability of funds from
Products Corporation related to its payments to Revlon, Inc. under the Contributed Loan or the
unavailability of sufficient surplus or net profits to make such dividend payments in accordance
with Delaware law or the unavailability of sufficient surplus to make such liquidation prefer-
ence payments in accordance with Delaware law; and/or
(xiii) unexpected consequences related to the future impact of the devaluation of Venezuelan
Bolivars and Venezuela being considered a highly inflationary economy in January 2010, such
as greater than expected reduction of the Company’s financial results and/or greater than
expected foreign currency losses and ongoing charges related to the translation of the
Company’s Venezuelan subsidiary’s financial statements at the new official exchange rate.
Factors other than those listed above could also cause the Company’s results to differ materially from
expected results. This discussion is provided as permitted by the Private Securities Litigation Reform Act of
1995.
61
Part III
Item 10. Directors, Executive Officers and Corporate Governance
A list of Revlon, Inc.’s executive officers and directors and biographical information and other
information about them may be found under the caption “Election of Directors” and “Executive Officers”
of Revlon, Inc.’s Proxy Statement for the 2010 Annual Stockholders Meeting (the “2010 Proxy State-
ment”), which sections are incorporated by reference herein.
The information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Com-
pliance” in the 2010 Proxy Statement is also incorporated herein by reference.
The information set forth under the captions “Compensation Discussion and Analysis”, “Executive
Compensation”, “Summary Compensation Table”, “Grants of Plan-Based Awards, “Outstanding Equity
Awards at Fiscal Year-End”, “Option Exercises and Stock Vested”, “Pension Benefits”, “Non-Qualified
Deferred Compensation” and “Director Compensation” in the 2010 Proxy Statement is also incorporated
herein by reference.
Information regarding the Company’s director nomination process, audit committee and audit
committee financial expert matters may be found in the 2010 Proxy Statement under the captions
“Corporate Governance-Board of Directors and its Committees — Nominating and Corporate
Governance Committee-Director Nominating Processes” and “Corporate Governance-Board of Directors
and its Committees — Audit Committee-Composition of the Audit Committee”, respectively. That infor-
mation is incorporated herein by reference.
Item 11. Executive Compensation
The information set forth under the captions “Compensation Discussion and Analysis”, “Executive
Compensation”, “Summary Compensation Table”, “Grants of Plan-Based Awards”, “Outstanding Equity
Awards at Fiscal Year-End”, “Option Exercises and Stock Vested”, “Pension Benefits”, “Non-Qualified
Deferred Compensation” and “Director Compensation” in the 2010 Proxy Statement is incorporated
herein by reference. The information set forth under the caption “Corporate Governance-Board of
Directors and its Committees — Compensation Committee — Composition of the Compensation Com-
mittee” and “— Compensation Committee Report” in the 2010 Proxy Statement is also incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information set forth under the captions “Security Ownership of Certain Beneficial Owners and
Management” and “Equity Compensation Plan Information” in the 2010 Proxy Statement is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth under the captions “Certain Relationships and Related Transactions” and
“Corporate Governance — Board of Directors and its Committees — Controlled Company Exemption”
and “Corporate Governance-Board of Directors and its Committees — Audit Committee-Composition of
the Audit Committee”, respectively, in the 2010 Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information concerning principal accountant fees and services set forth under the caption “Audit Fees”
in the 2010 Proxy Statement is incorporated herein by reference.
62
Website Availability of Reports and Other Corporate Governance Information
The Company maintains a comprehensive corporate governance program, including Corporate
Governance Guidelines for Revlon, Inc.’s Board of Directors, Revlon, Inc.’s Board Guidelines for
Assessing Director Independence and charters for Revlon, Inc.’s Audit Committee, Nominating and
Corporate Governance Committee and Compensation Committee. Revlon, Inc. maintains a corporate
investor relations website, www.revloninc.com, where stockholders and other interested persons may
review, without charge, among other things, Revlon, Inc.’s corporate governance materials and certain SEC
filings (such as Revlon, Inc.’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, proxy statements, annual reports, Section 16 reports reflecting certain changes in the stock
ownership of Revlon, Inc.’s directors and Section 16 officers, and certain other documents filed with the
SEC), each of which are generally available on the same business day as the filing date with the SEC on the
SEC’s website http://www.sec.gov, as well as on the Company’s website http://www.revloninc.com. In
addition, under the section of the website entitled, “Corporate Governance,” Revlon, Inc. posts printable
copies of the latest versions of its Corporate Governance Guidelines, Board Guidelines for Assessing
Director Independence, charters for Revlon, Inc.’s Audit Committee, Nominating and Corporate Gover-
nance Committee and Compensation Committee, as well as Revlon, Inc.’s Code of Business Conduct,
which includes Revlon, Inc.’s Code of Ethics for Senior Financial Officers and the Audit Committee Pre-
Approval Policy. If the Company changes the Senior Financial Officer Code of Ethics in any material
respect or waives any provision of the Code of Business Conduct for its executive officers or Directors,
including waivers of the Senior Financial Officer Code of Ethics for any of its Senior Financial Officers, the
Company expects to provide the public with notice of any such change or waiver by publishing an
appropriate description of such event on its corporate website, www.revloninc.com, or by other appropriate
means as required or permitted under applicable rules of the SEC. The Company does not currently expect
to make any such waivers. The business and financial materials and any other statement or disclosure on, or
made available through, the websites referenced herein shall not be deemed incorporated by reference into
this report.
63
Item 15. Exhibits, Financial Statement Schedules
(a)
List of documents filed as part of this Report:
PART IV
(1) Consolidated Financial Statements and Independent Auditors’ Report included herein:
See Index on page F-1.
(2) Financial Statement Schedule: See Index on page F-1.
All other schedules are omitted as they are inapplicable or the required information is
furnished in the Company’s Consolidated Financial Statements or the Notes thereto.
(3) List of Exhibits:
Certificate of Incorporation and By-laws.
Restated Certificate of Incorporation of Revlon, Inc., dated October 29, 2009 (incorporated by
reference to Exhibit 3.1 to Revlon, Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009 filed with the SEC on October 29, 2009).
Amended and Restated By-Laws of Revlon, Inc., dated as of December 10, 2007 (incorporated
by reference to Exhibit 3.1 of Revlon, Inc.’s Current Report on Form 8-K filed with the SEC on
December 10, 2007).
Certificate of Designation of Series A Preferred Stock of Revlon, Inc. (incorporated by reference
to Exhibit(d)(9) to Amendment No. 8 of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed with
the SEC on October 8, 2009).
Instruments Defining the Rights of Security Holders, Including Indentures.
Credit Agreement, dated as of July 9, 2004, among Products Corporation and certain local
borrowing subsidiaries, as borrowers, the lenders and issuing lenders party thereto, Citicorp
USA, Inc., as term loan administrative agent, Citicorp USA, Inc. as multi-currency
administrative agent, Citicorp USA, Inc., as collateral agent, UBS Securities LLC, as
syndication agent, and Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner (the “2006 Revolving Credit Agreement”) (incorporated by reference to
Exhibit 4.34 to Products Corporation’s Current Report on Form 8-K filed with the SEC on
July 13, 2004).
First Amendment, dated as of February 15, 2006, to the 2006 Revolving Credit Agreement
(incorporated by reference to Exhibit 10.2 to Products Corporation’s Current Report on
Form 8-K filed with the SEC on February 17, 2006).
Second Amendment, dated as of July 28, 2006, to the 2006 Revolving Credit Agreement
(incorporated by reference to Exhibit 4.1 to Products Corporation’s Current Report on
Form 8-K filed with the SEC on July 28, 2006).
Third Amendment, dated as of September 29, 2006, to the 2006 Revolving Credit Agreement,
(incorporated by reference to Exhibit 4.1 of Products Corporation’s Current Report on
Form 8-K filed with the SEC on September 29, 2006).
Fourth Amendment, dated as of December 20, 2006, to the 2006 Revolving Credit Agreement,
(incorporated by reference to Exhibit 4.2 to Products Corporation’s Current Report on
Form 8-K filed with the SEC on December 21, 2006 (the “Products Corporation
December 21, 2006 Form 8-K”)).
Fifth Amendment, dated as of November 6, 2009, to the 2006 Revolving Credit Agreement
(incorporated by reference to Exhibit 4.2 to Products Corporation’s Current Report on
Form 8-K filed with the SEC on November 6, 2009 (the “Products Corporation
November 6, 2009 Form 8-K”).
64
3.
3.1
3.2
3.3
4.
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
Guaranty, dated as of July 9, 2004, by and among Revlon, Inc., Products Corporation and
certain domestic subsidiaries of Products Corporation, in favor of Citicorp USA, Inc., as
administrative agent and collateral agent (incorporated by reference to Exhibit 4.7 to the
Products Corporation Annual Report on Form 10-K for the fiscal year ending December 31,
2009 filed with the SEC on February 25, 2010 (the “Products Corporation 2009 Form 10-K”).
Schedule of Borrowers, Denomination Currencies; Currency Sublimits; Maximum Sublimits;
and Local Fronting Lenders under the 2006 Revolving Credit Agreement (incorporated by
reference to Exhibit 4.8 to the Products Corporation 2009 Form 10-K).
Form of Revolving Credit Note under the 2006 Revolving Credit Agreement (incorporated by
reference to Exhibit 4.9 to the Products Corporation 2009 Form 10-K).
Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture Filing made
by Products Corporation to First American Title Insurance Company, as the trustee for the use
and benefit of Citicorp USA, Inc. as collateral agent for the Secured Parties, dated as of
December 20, 2006 (Oxford, North Carolina) (incorporated by reference to Exhibit 4.10 to the
Products Corporation 2009 Form 10-K).
Second Amended and Restated Pledge and Security Agreement, dated as of November 23,
2009 among Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products
Corporation, in favor of Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.11 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Copyright Security Agreement, dated as of November 23, 2009,
among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.12 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Copyright Security Agreement, dated as of November 23,
2009, among Almay Inc. and Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.13 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Patent Security Agreement, dated as of November 23, 2009,
among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.14 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009,
among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.15 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009,
among Charles Revson Inc. and Citicorp USA, Inc., as collateral agent for the secured parties
(incorporated by reference to Exhibit 4.16 to the Products Corporation 2009 Form 10-K).
Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of
November 23, 2009, among Citicorp USA, Inc., as administrative agent for the multi-currency
lenders and issuing lenders, Citicorp USA, Inc., as administrative agent for the term loan
lenders, Citicorp USA, Inc., as collateral agent for the secured parties, U.S. Bank National
Association as trustee for certain noteholders, Revlon, Inc., Products Corporation and certain
domestic subsidiaries of Products Corporation (incorporated by reference to Exhibit 4.17 to the
Products Corporation 2009 Form 10-K).
Term Loan Agreement, dated as of December 20, 2006, among Products Corporation, as
borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and collateral
agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citigroup Global Capital
Markets Inc., as
sole lead arranger and sole bookrunner (the “2006 Term Loan
Agreement”) (incorporated by reference to Exhibit 4.1 to the Products Corporation
December 21, 2006 Form 8-K).
65
4.19
4.20
4.21
4.22
4.23
4.24
10.
10.1
10.2
10.3
10.4
10.5
10.6
Amendment No. 1, dated as of November 6, 2009, to the 2006 Term Loan Credit Agreement
(incorporated by reference to Exhibit 4.1 to the Products Corporation November 6, 2009
Form 8-K).
Form of Term Loan Note under the 2006 Term Loan Agreement (incorporated by reference to
Exhibit 4.20 to the Products Corporation 2009 Form 10-K).
Term Loan Guaranty, dated as of December 20, 2006, by Revlon, Inc., Products Corporation
and certain domestic subsidiaries of Products Corporation, in favor of Citicorp USA, Inc., as
administrative agent and collateral agent (incorporated by reference as Exhibit 4.21 to the
Products Corporation 2009 Form 10-K).
Indenture, dated as of November 23, 2009, between Products Corporation and U.S. Bank
National Association, as trustee, relating to Products Corporation’s 93⁄4% Senior Secured Notes
due November 15, 2015 (incorporated by reference to Exhibit 4.22 to the Products Corporation
2009 Form 10-K).
Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture Filing dated
as of November 23, 2009, made by Products Corporation to First American Title Insurance
Company, as trustee for the benefit of Citicorp USA, Inc., as collateral agent for the
Noteholder Secured Parties (Oxford, North Carolina) (incorporated by reference to
Exhibit 4.23 to the Products Corporation 2009 Form 10-K).
Registration Rights Agreement, dated as of November 23, 2009, by and among Products
Corporation, Revlon, Inc., certain domestic subsidiaries of Products Corporation and
Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities
(USA) LLC and J.P. Morgan Securities Inc. as representatives of the several initial purchasers
(incorporated by reference to Exhibit 4.24 to the Products Corporation 2009 Form 10-K).
Material Contracts.
Tax Sharing Agreement, dated as of June 24, 1992, among MacAndrews & Forbes Holdings,
Revlon, Inc., Products Corporation and certain subsidiaries of Products Corporation, as
amended and restated as of January 1, 2001 (incorporated by reference to Exhibit 10.2 to
Products Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001
filed with the SEC on February 25, 2002).
Tax Sharing Agreement, dated as of March 26, 2004, by and among Revlon, Inc., Products
Corporation and certain subsidiaries of Products Corporation (incorporated by reference to
Exhibit 10.25 to Products Corporation’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004 filed with the SEC on May 17, 2004).
Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products
Corporation and David L. Kennedy (incorporated by reference to Exhibit 10.1 to Revlon, Inc.’s
Quarterly Report on Form 10-Q for the second quarter ended June 30, 2009 filed with the SEC
on July 30, 2009 (the “Revlon, Inc. 2009 Second Quarter Form 10-Q”)).
Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products
Corporation and Alan T. Ennis (incorporated by reference to Exhibit 10.2 to the Revlon, Inc.
2009 Second Quarter Form 10-Q).
Amended and Restated Employment Agreement, dated as of July 29, 2009, between Products
Corporation and Robert K. Kretzman (incorporated by reference to Exhibit 10.3 to the
Revlon, Inc. 2009 Second Quarter Form 10-Q).
Employment Agreement, dated as of April 29, 2009, between Products Corporation and
Steven Berns (incorporated by reference to Exhibit 10.4 to the Revlon, Inc. 2009 Second
Quarter Form 10-Q).
*10.7
Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products
Corporation and Chris Elshaw.
66
10.8
10.9
10.10
10.11
10.12
Third Amended and Restated Revlon, Inc. Stock Plan (as amended, the “Stock Plan”)
(incorporated by reference to Exhibit 4.1 to Revlon, Inc.’s Registration Statement on
Form S-8 filed with the SEC on December 10, 2007).
Form of Nonqualified Stock Option Agreement under the Stock Plan (incorporated by
reference to Exhibit 10.7 to Revlon, Inc.’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the SEC on February 25, 2009 (“Revlon, Inc.’s 2008
10-K”)).
Form of Restricted Stock Agreement under the Stock Plan (incorporated by reference to
Exhibit 10.8 to Revlon, Inc.’s 2008 10-K).
Revlon Executive Bonus Plan (incorporated by reference to Exhibit 10.15 to Products
Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed
with the SEC on August 9, 2005).
Amended and Restated Revlon Pension Equalization Plan, amended and restated as of
December 14, 1998 (the “PEP”) (incorporated by reference to Exhibit 10.15 to Revlon,
Inc.’s Annual Report on Form 10-K for the year ended December 31, 1998 filed with the
SEC on March 3, 1999).
*10.13
Amendment to the PEP, dated as of May 28, 2009.
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Executive Supplemental Medical Expense Plan Summary, dated July 2000 (incorporated by
reference to Exhibit 10.10 to Revlon, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2002 filed with the SEC on March 21, 2003).
Benefit Plans Assumption Agreement, dated as of July 1, 1992, by and among Revlon Holdings,
Revlon, Inc. and Products Corporation (incorporated by reference to Exhibit 10.25 to Products
Corporation’s Annual Report on Form 10-K for the year ended December 31, 1992 filed with
the SEC on March 12, 1993).
Revlon Executive Severance Pay Plan (incorporated by reference to Exhibit 10.2 to Revlon,
Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC
on April 30, 2009).
Stockholders Agreement, dated as of February 20, 2004, by and between Revlon, Inc. and
Fidelity Management & Research Company (incorporated by reference to Exhibit 10.29 to
Revlon, Inc.’s Current Report on Form 8-K filed with the SEC on February 23, 2004).
Contribution and Stockholder Agreement, dated as of August 10, 2009, by and between
Revlon, Inc. and MacAndrews & Forbes (incorporated by reference to Annex B-1 to
Exhibit(a)(1)(J) of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed with the SEC on
September 24, 2009).
Amendment No. 1 to the Contribution and Stockholder Agreement, dated as of September 23,
2009, by and between Revlon, Inc. and MacAndrews & Forbes (incorporated by reference to
Annex B-2 of Exhibit(a)(1)(J) of Revlon Inc.’s Schedule TO/Schedule 13E-3 filed with the
SEC on September 24, 2009).
Senior Subordinated Term Loan Agreement, dated as of January 30, 2008, between Products
Corporation and MacAndrews & Forbes (incorporated by reference to Exhibit 10.1 to
Products Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2008).
Amendment No. 1 to Senior Subordinated Term Loan Agreement, dated as of November 14,
2008, between Products Corporation and MacAndrews & Forbes (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of Products Corporation filed with the SEC on
November 14, 2008).
67
10.22
*10.23
10.24
Amended and Restated Amendment No. 2 to the Senior Subordinated Term Loan Agreement,
dated as of September 23, 2009, by and between Revlon Consumer Products Corporation and
MacAndrews & Forbes (incorporated by reference to Annex C of Exhibit(a)(1)(J) of Revlon
Inc.’s Schedule TO/Schedule 13E-3 filed with the SEC on September 24, 2009).
Amended and Restated Contribution, Assignment and Assumption Agreement, dated as of
October 13, 2009, by and between Revlon, Inc. and MacAndrews & Forbes.
Letter Agreement between Revlon, Inc. and MacAndrews & Forbes, dated January 30, 2008
(incorporated by reference to Exhibit 10.2 to Revlon, Inc.’s Current Report on Form 8-K filed
with the SEC on February 1, 2008).
21.
Subsidiaries.
*21.1
Subsidiaries of Revlon, Inc.
23.
*23.1
*31.1
*31.2
32.1
(furnished
herewith)
32.2
(furnished
herewith)
Consents of Experts and Counsel.
Consent of KPMG LLP.
Certification of Alan T. Ennis, Chief Executive Officer, dated February 25, 2010, pursuant to
Rule 13a-14(a)/15d-14(a) of the Exchange Act.
Certification of Steven Berns, Chief Financial Officer, dated February 25, 2010, pursuant to
Rule 13a-14(a)/15d-14(a) of the Exchange Act.
Certification of Alan T. Ennis, Chief Executive Officer, dated February 25, 2010, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Steven Berns, Chief Financial Officer, dated February 25, 2010, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*99.1
Revlon, Inc. Audit Committee Pre-Approval Policy.
* Filed herewith
68
REVLON, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Page
Report of Independent Registered Public Accounting Firm (Consolidated Financial
Statements) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-2
Report of Independent Registered Public Accounting Firm (Internal Control Over Financial
Reporting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for each of the years in the three-year period ended
F-4
December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Stockholders’ Deficiency and Comprehensive Income (Loss) for
each of the years in the three-year period ended December 31, 2009 . . . . . . . . . . . . . . . . . . .
F-6
Consolidated Statements of Cash Flows for each of the years in the three-year period ended
December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-8
F-9
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-68
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Revlon, Inc.:
We have audited the accompanying consolidated balance sheets of Revlon, Inc. and subsidiaries as of
December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’
deficiency and comprehensive income (loss), and cash flows for each of the years in the three-year period
ended December 31, 2009. In connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed on the index on page F-1. These consolidated
financial statements and the financial statement schedule are the responsibility of the Company’s man-
agement. Our responsibility is to express an opinion on these consolidated financial statements and the
financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Revlon, Inc. and subsidiaries as of December 31, 2009 and 2008, and the
results of their operations and their cash flows for each of the years in the three-year period ended
December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion,
the related financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Revlon, Inc. and subsidiaries’ internal control over financial
reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated February 25, 2010, expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting.
/s/ KPMG LLP
New York, New York
February 25, 2010
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Revlon, Inc.:
We have audited Revlon, Inc. and subsidiaries’ internal control over financial reporting as of December 31,
2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Revlon, Inc. and subsidiaries’ man-
agement is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit prep-
aration of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding the prevention
and timely detection of any unauthorized acquisition, use or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial
reporting as to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Revlon, Inc. and subsidiaries maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2009, based on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Revlon, Inc. and subsidiaries as of December 31,
2009 and 2008, and the related consolidated statements of operations, stockholders’ deficiency and
comprehensive income (loss), and cash flows for each of the years in the three-year period ended
December 31, 2009, and our report dated February 25, 2010 expressed an unqualified opinion on those
consolidated financial statements and financial statement schedule.
/s/ KPMG LLP
New York, New York
February 25, 2010
F-3
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade receivables, less allowance for doubtful accounts of $3.8 and
$3.3 as of December 31, 2009 and 2008, respectively . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2009
December 31,
2008
$
54.5
$
52.8
181.7
119.2
48.2
403.6
111.7
96.3
182.6
169.9
154.2
51.6
428.5
112.8
89.5
182.6
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
794.2
$
813.4
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt — affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term pension and other post-retirement plan liabilities . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholders’ deficiency:
Class B Common Stock, par value $0.01 per share;
200,000,000 shares authorized, 3,125,000 issued and outstanding as
of December 31, 2009 and 2008, respectively . . . . . . . . . . . . . . . . . .
Class A Common Stock, par value $0.01 per share;
900,000,000 shares authorized; 50,021,063 and 50,150,355 shares
issued as of December 31, 2009 and 2008, respectively . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
Treasury stock, at cost; 385,677 and 256,453 shares of Class A
Common Stock as of December 31, 2009 and 2008, respectively . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ deficiency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.3
13.6
82.4
213.0
309.3
1,127.8
58.4
48.0
216.3
68.0
$
0.5
18.9
78.1
225.9
323.4
1,203.2
107.0
—
223.7
68.9
—
—
0.5
1,007.2
(4.7)
(1,878.7)
(157.9)
(1,033.6)
0.5
1,000.9
(3.6)
(1,927.5)
(183.1)
(1,112.8)
Total liabilities and stockholders’ deficiency . . . . . . . . . . . . . . . . . . .
$
794.2
$
813.4
See Accompanying Notes to Consolidated Financial Statements
F-4
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except share and per share amounts)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,295.9 $
474.7
$
1,346.8
490.9
1,367.1
505.7
Year Ended December 31,
2008
2009
2007
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . .
Restructuring costs and other, net . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses (income):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt, net . . . . . . . . . . . . .
Foreign currency losses (gains), net . . . . . . . . . . . . . . . . . .
Miscellaneous, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
821.2
629.1
21.3
170.8
93.0
(0.5)
5.8
5.8
8.9
1.0
Other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114.0
Income (loss) from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations, net of taxes . . . . .
Income (loss) from discontinued operations, net of taxes . . .
Gain on disposal of discontinued operations . . . . . . . . . . . . .
Income from discontinued operations, including gain on
disposal, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56.8
8.3
48.5
0.3
—
0.3
855.9
709.3
(8.4)
155.0
119.7
(0.7)
5.6
0.7
0.1
0.4
125.8
29.2
16.1
13.1
(0.4)
45.2
44.8
861.4
735.7
7.3
118.4
135.6
(1.9)
3.3
0.1
(6.8)
(0.4)
129.9
(11.5)
7.5
(19.0)
2.9
—
2.9
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
48.8 $
57.9 $
(16.1)
Basic income (loss) per common share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
0.94
0.01
0.26
0.87
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.95 $
1.13 $
Diluted income (loss) per common share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
0.94
0.01
0.26
0.87
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.94 $
1.13 $
(0.38)
0.06
(0.32)
(0.38)
0.06
(0.32)
Weighted average number of common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,552,213
51,248,710
50,437,264
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,725,485
51,311,010
50,437,264
See Accompanying Notes to Consolidated Financial Statements
F-5
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
AND COMPREHENSIVE INCOME (LOSS)
(dollars in millions)
Balance, January 1, 2007 . . . . . . . . . . . . . . . . . . . . .
Net proceeds from $100 Million Rights
Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock acquired, at cost(a) . . . . . . . . . . . .
Stock option compensation . . . . . . . . . . . . . . . . .
Amortization of deferred compensation for
restricted stock . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive (loss) income:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revaluation of financial derivative
instruments(b) . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation adjustment . . . . . . . . . . . .
Amortization of pension related costs(c) . . . . . .
Pension re-measurement . . . . . . . . . . . . . . . . .
Total comprehensive income . . . . . . . . . . . . . . . .
Balance, December 31, 2007 . . . . . . . . . . . . . . . . . .
Treasury stock acquired, at cost(a) . . . . . . . . . . . .
Stock option compensation . . . . . . . . . . . . . . . . .
Amortization of deferred compensation for
restricted stock . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive (loss) income:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revaluation of financial derivative
instruments(b) . . . . . . . . . . . . . . . . . . . . . . . .
Elimination of currency translation adjustment
related to Bozzano Sale Transaction(d) . . . . .
Currency translation adjustment . . . . . . . . . . . .
Amortization of pension related costs(c) . . . . . .
Pension re-measurement . . . . . . . . . . . . . . . . .
Total comprehensive loss . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2008 . . . . . . . . . . . . . . . . . .
Treasury stock acquired, at cost(a) . . . . . . . . . . . .
Stock option compensation . . . . . . . . . . . . . . . . .
Amortization of deferred compensation for
restricted stock . . . . . . . . . . . . . . . . . . . . . . . .
Discount on Preferred Stock . . . . . . . . . . . . . . . .
Comprehensive (loss) income:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revaluation of financial derivative
instruments(b) . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation adjustment . . . . . . . . . . . .
Amortization of pension related costs(c) . . . . . .
Pension re-measurement(e) . . . . . . . . . . . . . . . .
Pension curtailment gain(e) . . . . . . . . . . . . . . . .
Total comprehensive income . . . . . . . . . . . . . . . .
Balance, December 31, 2009 . . . . . . . . . . . . . . . . . .
Additional
Paid-In-
Capital
(Capital
Deficiency)
Common
Stock
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Deficiency
$0.4
$ 888.6
$(1.4) $(1,969.3)
$(113.9)
$(1,195.6)
0.1
98.8
1.5
5.2
(1.1)
(16.1)
(1.7)
(2.0)
2.6
26.3
0.5
994.1
(2.5)
(1.1)
(1,985.4)
(88.7)
0.3
6.5
57.9
(3.3)
37.3
(8.2)
1.1
(121.3)
(3.6)
(1.1)
(1,927.5)
(183.1)
0.5
1,000.9
0.2
5.4
0.7
48.8
3.7
9.8
12.0
(9.5)
9.2
$0.5
$1,007.2
$(4.7) $(1,878.7)
$(157.9)
98.9
(1.1)
1.5
5.2
(16.1)
(1.7)
(2.0)
2.6
26.3
9.1
(1,082.0)
(1.1)
0.3
6.5
57.9
(3.3)
37.3
(8.2)
1.1
(121.3)
(36.5)
(1,112.8)
(1.1)
0.2
5.4
0.7
48.8
3.7
9.8
12.0
(9.5)
9.2
74.0
$(1,033.6)
(a) Pursuant to the share withholding provision of the Third Amended and Restated Revlon, Inc. Stock Plan, certain employees, in
lieu of paying withholding taxes on the vesting of certain restricted stock, authorized the withholding of an aggregate 129,224;
125,874; and 87,613 shares of Revlon, Inc. Class A Common Stock during 2009, 2008 and 2007, respectively, to satisfy the minimum
statutory tax withholding requirements related to such vesting. For details on such withholding taxes on the vesting of certain
restricted stock, see Note 14, “Stockholders’ Equity — Treasury Stock”.
F-6
(b) See Note 11, “Financial Instruments”, Note 16, “Accumulated Other Comprehensive Loss”, and the discussion of Critical
Accounting Policies in this Form 10-K for details regarding the net amount of hedge accounting derivative losses recognized
due to the Company’s use of derivative financial instruments.
(c) See Note 13,“Savings Plan, Pension and Post-retirement Benefits”, and Note 16,“Accumulated Other Comprehensive Loss”, for
details on the change in Accumulated Other Comprehensive Income (Loss) as a result of the amortization of unrecognized prior
service costs and actuarial losses (gains) arising during 2009, 2008 and 2007 related to the Company’s pension and other post-
retirement plans.
(d) For details on the Bozzano Sale Transaction (as hereinafter defined), see Note 2, “Discontinued Operations”.
(e) See Note 13,“Savings Plan, Pension and Post-retirement Benefits”, and Note 16,“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), which reduced its pension liability and was recorded as an offset against
the net actuarial losses previously reported within Accumulated Other Comprehensive Loss.
See Accompanying Notes to Consolidated Financial Statements
F-7
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
(Income) loss from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposal of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of certain assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and other post-retirement expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in assets and liabilities:
(Increase) decrease in trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in prepaid expenses and other current assets . . . . . . . . . .
Decrease in accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in accrued expenses and other current liabilities . . . . . . . . . . . . . . .
Pension and other post-retirement plan contributions. . . . . . . . . . . . . . . . . . .
Purchase of permanent displays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the sale of assets of discontinued operations . . . . . . . . . . . . . . . . . . .
Proceeds from the sale of certain assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft . . . . . . . . . . . . . . . .
Repayment under the 2006 Revolving Credit Facility, net. . . . . . . . . . . . . . . . . . . . .
Proceeds from the issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the issuance of long-term debt — affiliates . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt — affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Proceeds from the $100 Million Rights Offering . . . . . . . . . . . . . . . . . . . . . . . .
Payment of financing costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:
Net cash provided by (used in) discontinued operating activities . . . . . . . . . . . . . . .
Net cash used in discontinued investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in discontinued financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in cash from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) discontinued operations . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . .
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Cash paid during the period for:
December 31,
2008
2009
2007
$ 48.8
$ 57.9
$ (16.1)
(0.3)
60.1
0.7
5.6
5.8
5.8
—
(1.7)
27.5
(4.0)
41.5
5.5
(5.9)
(18.0)
(24.3)
(32.9)
(4.7)
109.5
(15.2)
—
2.5
(12.7)
0.4
86.3
0.7
6.8
0.7
5.6
(45.2)
(12.7)
7.5
13.0
1.8
(5.9)
(10.4)
(5.6)
(12.8)
(47.2)
(7.8)
33.1
(20.7)
107.6
13.6
100.5
6.0
—
326.4
—
(400.4)
—
—
(29.6)
(97.6)
0.2
—
—
—
0.2
2.3
1.7
52.8
$ 54.5
3.1
(43.5)
—
170.0
(173.9)
(63.0)
—
(4.6)
(111.9)
(10.8)
—
(0.4)
(1.0)
(12.2)
(1.8)
7.7
45.1
$ 52.8
(2.9)
96.3
0.6
6.7
0.1
3.3
—
(0.6)
9.2
9.3
21.0
7.1
(5.6)
(40.2)
(38.1)
(49.8)
—
0.3
(19.8)
—
2.4
(17.4)
(5.4)
(14.0)
0.7
—
(50.2)
—
98.9
(0.9)
29.1
3.5
(0.2)
(4.6)
(1.3)
(2.6)
0.5
9.9
35.2
$ 45.1
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 97.9
$ 14.9
$ 123.0
$ 24.8
$137.6
$ 14.6
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Treasury stock received to satisfy minimum tax withholding liabilities . . . . . . . . . .
Redeemable preferred stock issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Loan contributed from MacAndrews & Forbes to Revlon, Inc.
$
1.1
$ 48.0
$ (48.6)
1.1
$
$ 1.1
$ — $ —
$ — $ —
See Accompanying Notes to Consolidated Financial Statements
F-8
REVLON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts in millions, except share and per share amounts)
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. 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-perspirants/
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 has, as its
only material asset, all of the outstanding capital stock of Products Corporation. As such, its net income
(loss) has historically consisted predominantly of the net income (loss) of Products Corporation, and in
2009, 2008 and 2007 included approximately $9.5 million, $7.7 million and $7.0 million, respectively, in
expenses incidental to being a public holding company.
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 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 accounting principles generally accepted in
the U.S. 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, certain assumptions related to the recoverability of intangible and long-lived assets, 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.
The Company has evaluated subsequent events occurring through February 25, 2010, which is the date
the Company’s financial statements for the year ended December 31, 2009 were issued. (See Note 21,
“Subsequent Events”).
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 $31.0 million and $21.9 million as of December 31, 2009 and 2008, respectively. Accounts
F-9
payable includes $17.2 million and $11.0 million of outstanding checks not yet presented for payment at
December 31, 2009 and 2008, 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, 2009 and 2008, 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 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 Consol-
idated Statements of Operations when received. At both December 31, 2009 and 2008, the Company’s
three largest customers accounted for an aggregate of approximately 30% 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 to 40 years; buildings and improve-
ments, 5 to 45 years; machinery and equipment, 3 to 17 years; and office furniture and fixtures and
capitalized software, 2 to 12 years. Leasehold improvements are amortized over their estimated useful lives
or the terms of the leases, 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 net permanent wall displays amounting to approximately $49.8 million and
$56.1 million as of December 31, 2009 and 2008, respectively, which are amortized over a period of 1 to
3 years in the U.S. and generally over 3 to 5 years outside of the U.S. 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
2009, 2008 and 2007 was $40.2 million, $65.8 million and $73.8 million, respectively. The Company has
included, in other assets, net costs related to the issuance of Products Corporation’s debt instruments
amounting to approximately $27.7 million and $16.3 million as of December 31, 2009 and 2008, respectively,
which are amortized over the terms of the related debt instruments. In addition, the Company has included,
in other assets, trademarks, net, of $6.9 million as of both December 31, 2009 and 2008, and patents, net, of
$1.0 million and $0.9 million as of December 31, 2009 and 2008, respectively. Patents and trademarks are
recorded at cost and amortized ratably over approximately 10 years. Amortization expense for patents and
trademarks for 2009, 2008 and 2007 was $1.4 million, $1.9 million and $1.9 million, respectively.
F-10
Intangible Assets Related to Businesses Acquired:
Intangible assets related to businesses acquired principally consist of goodwill, which represents the
excess purchase price over the fair value of assets acquired. The Company accounts for its goodwill and
intangible assets in accordance with the Intangibles — Goodwill and Other Topic of the FASB Accounting
Standards Codification (“Intangibles — Goodwill and Other Topic”), and 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 performs its annual impairment test of
goodwill as of September 30th. The Company compared its estimated fair value of the enterprise to its net
assets and the fair value of the enterprise was substantially greater than the enterprise’s net assets. Based on
the annual tests performed by the Company as of September 30, 2009 and 2008, the Company concluded
that no impairment of goodwill existed at either date. 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 the goodwill has been assigned to the enterprise as a whole.
The amount outstanding of goodwill, net, was $182.6 million at both December 31, 2009 and 2008.
Accumulated amortization of goodwill aggregated $117.4 million at both December 31, 2009 and 2008.
Amortization of goodwill ceased as of January 1, 2002 upon the Company’s adoption of the guidance set
forth under the Intangibles — Goodwill and Other Topic of the FASB Accounting Standards Codification
(the “Intangibles — Goodwill and Other Topic”).
In accordance with the Intangibles — Goodwill and Other Topic, the Company’s intangible assets with
finite useful lives are amortized over their respective estimated useful lives to their estimated residual
values, and reviewed for impairment whenever events or changes in circumstances would indicate possible
impairment.
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 is
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 outlined 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
realizable value. Revenues derived from licensing arrangements, including any pre-payments, are recog-
nized 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 manu-
factured 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 costs
represent 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 net realizable value. These costs are reflected in the
statement of operations when the product is sold and net sales revenues are recognized or, in the case of
F-11
inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of its
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, pro-
motional 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 over-
head, principally personnel and related expenses, insurance and professional fees.
Advertising:
Advertising within SG&A includes television, print 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 $230.5 million, $260.2 million and
$287.1 million for 2009, 2008 and 2007, respectively, and were included in SG&A in the Company’s
Consolidated Statements of Operations. 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 Operations.
Distribution Costs:
Costs, such as freight and handling costs, associated with product distribution are expensed within
SG&A when incurred. Distribution costs were $58.7 million, $65.5 million and $65.6 million for 2009, 2008
and 2007, respectively.
Income Taxes:
Income taxes are calculated using the asset and liability method in accordance with the provisions of
the Income Taxes Topic of the FASB Accounting Standards Codification (the “Income Taxes Topic”).
Under this method, deferred tax assets and liabilities are recognized for the estimated future tax conse-
quences 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.
In addition, the Income Taxes Topic prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. The Income Taxes Topic also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. (See Note 12, “Income Taxes”).
Research and Development:
Research and development expenditures are expensed as incurred. The amounts charged against
earnings in 2009, 2008 and 2007 for research and development expenditures were $23.9 million, $24.3 mil-
lion and $24.4 million, respectively.
F-12
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 sale or upon 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
The Company makes its determination as to whether the Venezuelan economy is considered a highly
inflationary economy under U.S. GAAP based upon a blended inflation index of the Venezuelan National
Consumer Price Index (“NCPI”) and the Venezuelan Consumer Price Index (“CPI”). The Company uses
Venezuela’s official exchange rate to translate the financial statements of its Venezuelan subsidiary and will
continue to use the official exchange rate upon Venezuela reaching hyperinflationary status. (See Note 21,
“Subsequent Events”, for details regarding Venezuela reaching highly inflationary status as of January 1,
2010 and the Venezuelan government’s announcement of the devaluation of its local currency on January 8,
2010.)
Basic and Diluted Income (Loss) per Common Share and Classes of Stock:
Shares used in basic loss per share are computed using the weighted average number of common shares
outstanding each period. Shares used in diluted loss per share include the dilutive effect of unvested
restricted shares and outstanding stock options under the Stock Plan (as hereinafter defined) using the
treasury stock method.
For each of the years ended December 31, 2009, 2008 and 2007, options to purchase 1,231,337;
1,405,486; and 2,168,096 shares, respectively, of Revlon, Inc. Class A common stock, par value of $0.01 per
share (the “Class A Common Stock”), with weighted average exercise prices of $33.17, $36.76 and $41.94,
respectively, that could potentially dilute basic earnings per share in the future were excluded from the
calculation of diluted earnings (loss) per common share as their effect would be anti-dilutive.
For each of the years ended December 31, 2009, 2008 and 2007, 968,156; 1,581,439; and 1,164,806 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 (loss) per common share as their effect would be
anti-dilutive.
Stock-Based Compensation:
The Company recognizes stock option compensation expense based on the estimated grant date fair
value using the Black-Scholes option valuation model.
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 swap transactions intended for the purpose of managing interest rate risk by fixing the
interest rate on a portion of Products Corporation’s indebtedness.
F-13
Foreign Currency Forward Exchange Contracts
The Company 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 domestic operations. Such FX Contracts 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 is determined by using observable market transactions
of spot and forward rates.
Interest Rate Swap Transactions
Products Corporation’s 2008 Interest Rate Swap (as hereinafter defined) qualifies for hedge account-
ing treatment under the Derivatives and Hedging Topic of the FASB Accounting Standards Codification
(the “Derivatives and Hedging Topic”) and has been designated as a cash flow hedge. Accordingly, the
effective portion of the changes in fair value of the 2008 Interest Rate Swap is reported within the equity
component of the Company’s other comprehensive loss. The ineffective portion of the changes in the fair
value of the 2008 Interest Rate Swap, if any, is recognized in interest expense. Any unrecognized income
(loss) accumulated in other comprehensive loss related to the 2008 Interest Rate Swap is recorded in the
Company’s Statement of Operations, primarily in interest expense, when the underlying transactions
hedged are realized.
Recent Accounting Pronouncements:
In May 2009, the FASB issued the Subsequent Events Topic of the FASB Accounting Standards
Codification (the “Subsequent Events Topic”) to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are issued
or are available to be issued. In particular, the Subsequent Events Topic sets forth: (a) the period after the
balance sheet date during which management of a reporting entity shall evaluate events or transactions that
may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under
which an entity shall recognize events or transactions occurring after the balance sheet date in its financial
statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after
the balance sheet date. The provisions of the Subsequent Events Topic are effective for interim or annual
financial periods ending after June 15, 2009. The Company adopted the provisions of the Subsequent
Events Topic effective as of June 30, 2009 and its adoption did not have a material impact on its results of
operations, financial condition or its disclosures.
2. DISCONTINUED OPERATIONS
In July 2008, the Company disposed of the non-core Bozzano business, a men’s hair care and shaving
line of products, and certain other non-core brands, including Juvena and Aquamarine, which were sold
only in the Brazilian market (the “Bozzano Sale Transaction”). The transaction was effected through the
sale of the Company’s indirect Brazilian subsidiary, Ceil Comércio E Distribuidora Ltda. (“Ceil”), to
Hypermarcas S.A., a Brazilian publicly-traded, consumer products corporation. The purchase price was
approximately $107 million in cash, including approximately $3 million in cash on Ceil’s balance sheet on
the closing date. Net proceeds, after the payment of taxes and transaction costs, were approximately
$95 million.
(See Note 9, “Long-Term Debt and Redeemable Preferred Stock”, regarding Products Corporation’s
use of the $63 million of the net proceeds from the Bozzano Sale Transaction to repay $63 million in
aggregate principal amount of the Senior Subordinated Term Loan.)
During 2008, the Company recorded a one-time gain from the Bozzano Sale Transaction of $45.2 mil-
lion, net of taxes of $10.4 million. Included in this gain calculation is a $37.3 million elimination of currency
translation adjustments.
F-14
The consolidated balance sheets at December 31, 2009 and 2008, respectively, were updated to reflect
the assets and liabilities of the Ceil subsidiary as a discontinued operation. The following table summarizes
the assets and liabilities of the discontinued operation, excluding intercompany balances eliminated in
consolidation, at December 31, 2009 and 2008, respectively:
December 31,
2009
December 31,
2008
Assets:
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$0.1
$0.1
$1.0
1.0
1.9
$2.9
$0.3
$0.3
$0.9
0.9
1.7
$2.6
The income statements for the year ended December 31, 2009, 2008 and 2007, respectively, were
adjusted to reflect the Ceil subsidiary as a discontinued operation (which was previously reported in the
Latin America region). The following table summarizes the results of the Ceil discontinued operations for
each of the respective periods:
Year Ended December 31,
2009
2007
2008
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Benefit) provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $20.6
0.1
0.1
0.5
(0.4)
—
—
(0.3)
0.3
$33.0
2.6
3.4
0.5
2.9
3. RESTRUCTURING COSTS AND OTHER, NET
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 worldwide organizational restructuring announced in May
2009 (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;
$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 the 2008 Programs (as hereinafter defined);
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.
The $20.8 million of charges related to the May 2009 Program have been or will be paid out as follows:
$11.0 million paid in 2009, $7.1 million expected to be paid in 2010 and the balance of $2.7 million expected
to be paid thereafter.
F-15
During 2008, the Company recorded income of $8.4 million to restructuring costs and other, net,
primarily due to a gain of $7.0 million related to the sale of a facility in Mexico and a net gain of $5.9 million
related to the sale of a non-core trademark. In addition, during 2008 the Company reduced by $0.4 million
restructuring costs that were associated with certain restructurings announced in 2006 (the “2006 Pro-
grams”), primarily due to the charges for employee severance and other employee-related termination
costs being slightly lower than originally estimated. These gains were partially offset by a charge of
$4.9 million for certain restructuring activities in 2008, of which $0.8 million related to a restructuring in
Canada, $1.1 million related to the Company’s decision to close and sell its facility in Mexico, $2.9 million
related to the Company’s realignment of certain functions within customer business development, infor-
mation management and administrative services in the U.S. and $0.1 million related other various
restructurings (together the “2008 Programs”).
In addition to the $3.0 million of remaining net charges related to the 2008 Programs as of Decem-
ber 31, 2008, the Company incurred an additional $0.8 million in expenses related to the 2008 Programs
during 2009, for a total of $3.8 million. $3.5 million of such $3.8 million of remaining charges were paid out
in 2009 and the remaining $0.3 million is expected to be paid out in 2010.
Restructuring programs implemented in 2007 (the “2007 Programs”) primarily related to the closure of
the Company’s facility in Irvington, New Jersey and personnel reductions in the Company’s information
management function and its sales force in Canada.
F-16
Details of the activity described above during 2009, 2008 and 2007 are as follows:
Balance
Beginning of
Year
Expenses,
Net
Utilized, Net
Cash
Noncash
Balance
End of Year
2009
Employee severance and other personnel
benefits:
2006 Programs . . . . . . . . . . . . . . . . . . . . . . . .
2007 Programs . . . . . . . . . . . . . . . . . . . . . . . .
2008 Programs . . . . . . . . . . . . . . . . . . . . . . . .
2009 Programs . . . . . . . . . . . . . . . . . . . . . . . .
Leases and equipment write-offs . . . . . . . . . . .
Total restructuring accrual . . . . . . . . . . . . . . . .
Gain on sale of Argentina facility. . . . . . . . . . .
Total restructuring costs and other, net . . . . . .
2008
Employee severance and other personnel
benefits:
2006 Programs . . . . . . . . . . . . . . . . . . . . . . . .
2007 Programs . . . . . . . . . . . . . . . . . . . . . . . .
2008 Programs . . . . . . . . . . . . . . . . . . . . . . . .
Leases and equipment write-offs . . . . . . . . . . .
Total restructuring accrual . . . . . . . . . . . . . . . .
Gain on sale of Mexico facility . . . . . . . . . . . . .
Gain on sale of non-core trademark . . . . . . . . .
Total restructuring costs and other, net . . . . . .
2007
Employee severance and other personnel
benefits:
2003 programs . . . . . . . . . . . . . . . . . . . . . . . .
2004 programs . . . . . . . . . . . . . . . . . . . . . . . .
2006 Programs . . . . . . . . . . . . . . . . . . . . . . . .
Other 2006 programs . . . . . . . . . . . . . . . . . . .
2007 Programs . . . . . . . . . . . . . . . . . . . . . . . .
Leases and equipment write-offs . . . . . . . . . . .
Total restructuring costs and other, net . . . . . .
$ 0.3
0.1
3.0
—
3.4
—
$ 3.4
$ 4.1
0.6
—
4.7
0.2
$ 4.9
$ 0.1
0.1
17.2
0.1
—
17.5
0.4
$17.9
$ —
—
0.8
19.5
20.3
2.6
22.9
(1.6)
$21.3
$ (0.4)
—
4.9
4.5
—
4.5
(7.0)
(5.9)
$ (8.4)
$ —
—
4.4
—
2.9
7.3
—
$ 7.3
$ (0.3)
(0.1)
(3.5)
(11.9)
(15.8)
(0.3)
$(16.1)
$ —
—
—
—
—
—
$ —
$ (3.4)
(0.5)
(1.7)
(5.6)
(0.2)
$ (5.8)
$ —
—
(0.2)
(0.2)
—
$(0.2)
$ (0.1)
(0.1)
(16.2)
(0.1)
(2.3)
(18.8)
—
$(18.8)
$ —
—
(1.3)
—
—
(1.3)
(0.2)
$(1.5)
$ —
—
0.3
7.6
7.9
2.3
$10.2
$ 0.3
0.1
3.0
3.4
—
$ 3.4
$ —
—
4.1
—
0.6
4.7
0.2
$ 4.9
As of December 31, 2009, 2008 and 2007, the unpaid balance of the restructuring costs and other, net
for reserves, 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, 2009 for employee
severance and other personnel benefits is $10.2 million, of which $7.5 million is expected to be paid by the
end of 2010 and the balance of $2.7 million is expected to be paid thereafter.
F-17
4.
INVENTORIES
Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 42.7
12.0
64.5
$ 57.6
16.6
80.0
December 31,
2009
2008
5. PREPAID EXPENSES AND OTHER
$119.2
$154.2
December 31,
2009
2008
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22.3
25.9
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$22.9
28.7
6. PROPERTY, PLANT AND EQUIPMENT, NET
$48.2
$51.6
December 31,
2009
2008
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery, equipment and capital leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office furniture, fixtures and capitalized software. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1.9
62.0
135.1
102.6
11.8
11.4
$
2.0
59.9
129.9
97.4
10.8
10.1
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
324.8
(213.1)
310.1
(197.3)
$ 111.7
$ 112.8
Depreciation expense for the years ended December 31, 2009, 2008 and 2007 was $17.5 million,
$17.8 million and $19.8 million, respectively.
7. ACCRUED EXPENSES AND OTHER
December 31,
2009
2008
Sales returns and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising and promotional costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 83.3
34.1
35.9
8.8
16.2
7.6
3.5
23.6
$ 87.3
30.9
41.4
14.7
15.9
3.4
5.7
26.6
$213.0
$225.9
F-18
8. SHORT-TERM BORROWINGS
Products Corporation had outstanding short-term bank borrowings (excluding borrowings under the
2006 Credit Agreements, which are reflected in Note 9, “Long-Term Debt and Redeemable Preferred
Stock”), aggregating $0.3 million and $0.5 million at December 31, 2009 and 2008, respectively. The
weighted average interest rate on these short-term borrowings outstanding at December 31, 2009 and 2008
was 6.0% and 8.0%, respectively.
9. LONG-TERM DEBT AND REDEEMABLE PREFERRED STOCK
December 31,
2009
2008
2006 Term Loan Facility due 2012 (See (a) below) . . . . . . . . . . . . . . . . . . . . . . . . . $ 815.0
—
2006 Revolving Credit Facility due 2012 (See (a) below) . . . . . . . . . . . . . . . . . . . .
91⁄2% Senior Notes due 2011, net of discounts (See (b) below) . . . . . . . . . . . . . . . .
—
93⁄4% Senior Secured Notes due 2015, net of discounts (See (c) below) . . . . . . . . .
326.4
58.4
Senior Subordinated Term Loan due 2014 (See (d) below) . . . . . . . . . . . . . . . . . . .
—
Other long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 833.7
—
388.2
—
107.0
0.2
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13.6)(*)
1,199.8
1,329.1
(18.9)
Redeemable Preferred Stock (See (e) below) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.0
—
$1,234.2
$1,310.2
1,186.2
1,310.2
(*) The Company classified $13.6 million of long-term debt as a current liability, which is comprised of the
Company’s required “excess cash flow” payment (as defined under the 2006 Term Loan Agreement)
to be made in 2010. (See below under “2006 Credit Agreements”).
The Company completed several significant financing transactions during 2009 and 2008.
Recent Transactions
Exchange Offer and Extension of the Maturity of the Senior Subordinated Term Loan
In October 2009, Revlon, Inc. consummated its voluntary exchange offer (as amended, the “Exchange
Offer”) in which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates)
9,336,905 shares of Series A preferred stock, par value $0.01 per share (the “Preferred Stock”), in exchange
for the same number of shares of Class A Common Stock tendered for exchange in the Exchange Offer.
Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. $48.6 mil-
lion 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 on the Contributed
Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8,
2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the
maturity date on 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%. (See “Senior Subordinated Term Loan Agreement” in this Note 9 for details regarding such amended
terms).
F-19
Refinancing of the 91⁄2% Senior Notes
In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount
of 93⁄4% Senior Secured Notes due November 15, 2015 (as hereinafter defined) in a private placement which
was priced at 98.9% of par. (See “2006 Credit Agreements” in this Note 9).
Products Corporation used the $319.8 million of net proceeds from the 93⁄4% Senior Secured Notes (net
of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings
under the 2006 Revolving Credit Facility, 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 (the “91⁄2% Senior
Notes”), 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 required to permit such refinancing to be conducted on a secured basis. On
or before May 12, 2010, as required by the terms of the 93⁄4% Senior Secured Notes indenture, the Company
expects to (i) file a registration statement with the SEC with respect to a registered offer to exchange the
93⁄4% Senior Secured Notes for new exchange notes having terms substantially identical in all material
respects to the notes (with the exception of certain transfer restrictions, registration rights and penalty
interest rate provisions) or (ii) file a shelf registration statement with respect to resales of the 93⁄4% Senior
Secured Notes. In connection with this refinancing transaction, the Company recognized a loss on the
extinguishment of debt of $13.5 million, which was partially offset by a $7.7 million gain on the repurchases
of an aggregate principal amount of $49.5 million of the 91⁄2% Senior Notes prior to their complete
refinancing in November 2009 at an aggregate purchase price of $41.0 million, which is net of the write-off
of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such
repurchases.
2008 Transactions
Full Repayment of the 85⁄8% Senior Subordinated Notes with the Senior Subordinated Term Loan
In January 2008, Products Corporation entered into the Senior Subordinated Term Loan Agreement
with MacAndrews & Forbes (the “Senior Subordinated Term Loan”) and on February 1, 2008, Products
Corporation used the $170.0 million proceeds of such loan to repay in full the approximately $167.4 million
remaining aggregate principal amount of Products Corporation’s 85⁄8% Senior Subordinated Notes due
February 1, 2008 (the “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
paid from cash on hand approximately $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 Bozzano
Sale Transaction to partially repay $63.0 million in aggregate principal amount of the Senior Subordinated
Term Loan. Following such partial repayment and through the completion of the Exchange Offer, there
remained outstanding $107.0 million in aggregate principal amount under the Senior Subordinated Term
Loan.
(a) 2006 Credit Agreements:
In December 2006, Products Corporation entered into a 5-year, $840.0 million term loan facility (the
“2006 Term Loan Facility”) pursuant to the term loan agreement (the “2006 Term Loan Agreement”),
dated as of December 20, 2006, among Products Corporation, as borrower, the lenders party thereto,
Citicorp USA, Inc., as administrative agent and collateral agent, Citigroup Global Markets Inc., as sole lead
arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as syndication agent. In December 2006,
Products Corporation also amended and restated the 2004 multi-currency facility (the “2006 Revolving
Credit Facility” and together with the 2006 Term Loan Facility the “2006 Credit Facilities”) by entering into
the $160.0 million asset-based, multi-currency revolving credit agreement that amended and restated the
2004 credit agreement (the “2006 Revolving Credit Agreement” and together with the 2006 Term Loan
Agreement, the “2006 Credit Agreements”). The 2006 Credit Facilities mature on January 15, 2012.
F-20
Availability under the 2006 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 2006 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 a $160.0 million borrowing base under the
2006 Revolving Credit Facility, Products Corporation will not have full access to the 2006 Revolving Credit
Facility. Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also
conditioned upon the satisfaction of certain conditions precedent and Products Corporation’s compliance
with other covenants in the 2006 Revolving Credit Facility, including a fixed charge coverage ratio that
applies if and when the “excess borrowing base” (representing the difference between (1) the borrowing
base under the 2006 Revolving Credit Facility and (2) the amounts outstanding under such facility) is less
than $20.0 million.
Borrowings under the 2006 Revolving Credit Facility (other than loans in foreign currencies) bear
interest at a rate equal to, at Products Corporation’s option, either (i) the Eurodollar Rate plus 2.00% per
annum or (ii) the Alternate Base Rate plus 1.00% per annum. Loans in foreign currencies bear interest in
certain limited circumstances, or if mutually acceptable to Products Corporation and the relevant foreign
lenders, at the Local Rate, and otherwise at the Eurocurrency Rate, in each case plus 2.00%. At
December 31, 2009, there were no borrowings under the 2006 Revolving Credit Facility.
Products Corporation pays to the lenders under the 2006 Revolving Credit Facility a commitment fee
of 0.30% of the average daily unused portion of the 2006 Revolving Credit Facility, which fee is payable
quarterly in arrears. Under the 2006 Revolving Credit Facility, Products Corporation pays:
(i)
(ii)
(iii)
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);
to foreign lenders an administrative fee of 0.25% per annum on the aggregate principal amount
of specified Local Loans;
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 the 2006 Term Loan Facility, Eurodollar Loans bear interest at the Eurodollar Rate plus 4.00%
per annum and Alternate Base Rate loans bear interest at the Alternate Base Rate plus 3.00% per annum.
At December 31, 2009, the effective weighted average interest rate for borrowings under the 2006 Term
Loan Facility was 4.26%.
Prior to the termination date of the 2006 Term Loan Facility, on April 15, July 15, October 15 and
January 15 of each year (which commenced April 15, 2008), Products Corporation is required to repay
$2.1 million of the principal amount of the term loans outstanding under the 2006 Term Loan Facility on
F-21
each respective date. In January 2009, Products Corporation made a required quarterly amortization
payment of $2.1 million under the 2006 Term Loan Facility and in February 2009, Products Corporation
repaid $16.6 million in principal amount under the 2006 Term Loan Facility, pursuant to the requirement
under the 2006 Term Loan Agreement to repay term loan indebtedness with 50% of its 2008 “excess cash
flow” (as defined under such agreement), which repayment satisfied Products Corporation’s required
quarterly term loan amortization payments of $2.1 million per quarter that would otherwise have been due
on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010, July 15, 2010,
October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15, 2011. Prior to
April 9, 2010, Products Corporation will be required to repay approximately $13.6 million of term loan
indebtedness, representing 50% of its 2009 “excess cash flow” (as defined under the 2006 Term Loan
Agreement), which repayment would satisfy Products Corporation’s required term loan amortization
payment of $0.2 million due on January 15, 2011, and quarterly amortization payments of $2.1 million that
otherwise would have been due on April 15, 2011, July 15, 2011 and October 15, 2011 and $7.1 million of the
amount remaining due under the 2006 Term Loan Facility upon maturity. In addition, the term loans under
the 2006 Term Loan Facility are required to be prepaid with:
(i)
the net proceeds in excess of $10.0 million for each twelve-month period ending on July 9
received during such period from sales of Term Loan First Lien Collateral (as defined below) by
Products Corporation or any of its subsidiary guarantors (subject to carryover of unused annual
basket amounts up to a maximum of $25.0 million and subject to certain specified dispositions up
to an additional $25.0 million in the aggregate); and
(ii)
the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain
additional debt.
Under certain circumstances, Products Corporation will have the right to request the 2006 Revolving
Credit Facility to be increased by up to $50.0 million.
The 2006 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 2006 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) mortgages on owned real property, including Products Corporation’s facility in Oxford, North
Carolina and property in Irvington, New Jersey;
(ii)
(iii)
(iv)
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;
intellectual property and other intangible property of Products Corporation and the subsidiary
guarantors; and
inventory, accounts receivable, equipment, investment property and deposit accounts of Prod-
ucts Corporation and the subsidiary guarantors.
The liens on, among other things, inventory, accounts receivable, deposit accounts, investment prop-
erty (other than the capital stock of Products Corporation and its subsidiaries), real property, equipment,
fixtures and certain intangible property related thereto secure the 2006 Revolving Credit Facility on a first
priority basis, the 2006 Term Loan Facility on a second priority basis and the 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 2006 Term Loan Facility on a first priority basis and the 2006 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 Second Amended and Restated Intercreditor and Collateral Agency
Agreement, dated as of November 23, 2009, by and among Products Corporation and Citicorp USA, Inc. as
collateral agent for the benefit of the secured parties for the 2006 Term Loan Facility, 2006 Revloving Credit
F-22
Facility and the 93⁄4% Senior Secured Notes (the “2009 Intercreditor Agreement”). The 2009 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 (including the 2008 Interest Rate Swap in
connection with indebtedness outstanding under the 2006 Term Loan Facility) and foreign working capital
lines.
Each of the 2006 Credit Facilities contains various restrictive covenants prohibiting Products Corpo-
ration 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)
(b)
(c)
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;
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 Stock Plan and/or the payment of withholding taxes in connection with the
vesting of restricted stock awards under such plan; and
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;
(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 other than upon terms no less
favorable to Products Corporation or its subsidiaries than it would obtain in an arms’ length
transaction.
In November 2009, the 2006 Credit Agreements were amended to permit Products Corporation to
refinance its 91⁄2% Senior Notes on a secured basis, which refinancing Products Corporation completed in
November 2009 by the issuance of the 93⁄4% Senior Secured Notes.
In addition to the foregoing, the 2006 Term Loan Facility contains a financial covenant limiting
Products Corporation’s senior secured leverage ratio (the ratio of Products Corporation’s Senior Secured
Debt (excluding debt outstanding under the 2006 Revolving Credit Facility) to EBITDA, as each such term
is defined in the 2006 Term Loan Facility) to 5.0 to 1.0 for each period of four consecutive fiscal quarters
ending during the period from December 31, 2008 to the January 2012 maturity date of the 2006 Term Loan
Facility.
Under certain circumstances if and when the difference between (i) the borrowing base under the 2006
Revolving Credit Facility and (ii) the amounts outstanding under the 2006 Revolving Credit Facility is less
than $20.0 million for a period of 30 consecutive days or more, the 2006 Revolving Credit Facility requires
F-23
Products Corporation to maintain a consolidated fixed charge coverage ratio (the ratio of EBITDA minus
Capital Expenditures to Cash Interest Expense for such period, as each such term is defined in the 2006
Revolving Credit Facility) of 1.0 to 1.0.
The events of default under each 2006 Credit Facility include customary events of default for such
types of agreements, including, among others:
(i)
(ii)
(iii)
(iv)
nonpayment of any principal, interest or other fees when due, subject in the case of interest and
fees to a grace period;
non-compliance with the covenants in such 2006 Credit Facility or the ancillary security doc-
uments, subject in certain instances to grace periods;
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;
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 $5.0 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 $5.0 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 2006 Term Loan Facility, a cross default under the 2006 Revolving Credit
Facility, and in the case of the 2006 Revolving Credit Facility, a cross default under the 2006 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 662⁄3% of such continuing directors) shall cease to be a majority of
the directors;
(viii) the failure by Revlon, Inc. to contribute to Products Corporation all of the net proceeds it
receives from any sale of its equity securities or Products Corporation’s capital stock, subject to
certain limited exceptions;
(ix)
(x)
the conduct by Revlon, Inc. of any meaningful business activities other than those that are
customary for a publicly traded holding company which is not itself an operating company,
including the ownership of meaningful assets (other than Products Corporation’s capital stock)
or the incurrence of debt, in each case subject to limited exceptions; and
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.
If Products Corporation is in default under the senior secured leverage ratio under the 2006 Term Loan
Facility or the consolidated fixed charge coverage ratio under the 2006 Revolving Credit Facility, Products
F-24
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. This cure right may be exercised by Products Corporation two times in any
four quarter period. Products Corporation was in compliance with all applicable covenants under the 2006
Credit Agreements as of December 31, 2009.
At December 31, 2009, the aggregate principal amount outstanding under the 2006 Term Loan Facility
was $815.0 million. At December 31, 2009, availability under the $160.0 million 2006 Revolving Credit
Facility, based upon the calculated borrowing base less approximately $12.2 million of outstanding letters of
credit and nil then drawn on the 2006 Revolving Credit Facility, was approximately $110.9 million.
(b) 91⁄2% Senior Notes due 2011:
See “93⁄4% Senior Secured Notes due 2015” regarding the complete refinancing of the 91⁄2% Senior
Notes in November 2009.
(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 Agree-
ments 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 will be
amortized over the remaining life of the 2006 Credit Agreements. (See “2006 Credit Agreements” in this
Note 9). In addition, 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 will be 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, 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
required to permit such refinancing to be conducted on a secured basis. On or before May 12, 2010, as
required by the terms of the 93⁄4% Senior Secured Notes indenture, the Company expects to (i) file a
registration statement with the SEC with respect to a registered offer to exchange the 93⁄4% Senior Secured
Notes for new exchange notes having terms substantially identical in all material respects to the notes (with
the exception of certain transfer restrictions, registration rights and penalty interest rate provisions) or
(ii) file a shelf registration statement with respect to resales of the 93⁄4% Senior Secured 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 2006 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 2006 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 2006 Term Loan Agreement (i.e., substantially all of
F-25
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 2006 Revolving Credit Agreement and subject to a second-
priority lien securing Products Corporation’s obligations under the 2006 Term Loan 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), 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 2006 Revolving Credit Agreement and the 2006 Term Loan Agreement.
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 2006 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). 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 109.750% 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 Corpo-
ration 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, merg-
ers and transfers of all or substantially all 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
F-26
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 Bozzano
Sale Transaction 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 mil-
lion in aggregate principal amount under such loan. Upon consummation of the Exchange Offer,
MacAndrews & Forbes contributed to Revlon, Inc. the $48.6 million Contributed Loan, representing
$5.21 of outstanding principal amount for each of the 9,336,905 shares of Class A Common Stock exchanged
in the Exchange Offer, and 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. Also, upon consummation of the
Exchange Offer, the terms of the Senior Subordinated Term Loan Agreement were amended to extend the
maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc.
from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11%
to 12.75%, to extend the maturity date on 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. 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 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 2006 Credit Agreements, and (ii) Products
Corporation’s 93⁄4% Senior Secured Notes. Prior to its respective maturity dates, the Senior Subordinated
Term Loan is also subordinated in right of payment to Revlon, Inc.’s Preferred Stock. 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.
F-27
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 2006 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 the 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. 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 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 Exchange Offer (the “Liquidation Preference”).
Each share of Preferred Stock issued in the 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,
F-28
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 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 disso-
lution 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 Pref-
erence (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
F-29
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)
(ii)
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;
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.
On December 15, 2009, in accordance with the terms of the certificate of designation of the Preferred
Stock, Revlon, Inc. announced that its Board of Directors declared the Regular Dividend in the amount of
$0.167434 per share for the period from October 8, 2009 through and including January 8, 2010, which
dividend was paid on January 8, 2010 to holders of record of the Preferred Stock at the close of business on
December 28, 2009. As of December 31, 2009, the Company accrued $1.4 million in interest expense related
to the Regular Dividend on the Preferred Stock.
Long-Term Debt Maturities
The aggregate amounts of contractual long-term debt maturities at December 31, 2009 in the years
2010 through 2014 and thereafter are as follows:
Years Ended December 31,
2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term
debt
maturities
$ —
—
801.4(a)
—(b)
58.4(c)
330.0(d)
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,189.8
Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3.6)
Total long-term debt, net of discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,186.2
F-30
(a) Amount refers to the aggregate principal amount that is expected to be outstanding under the 2006 Term Loan Facility on its
January 2012 maturity date. In addition, amount excludes amounts available under the 2006 Revolving Credit Facility, which as of
December 31, 2009, was undrawn.
(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 aggregate principal amount outstanding under the Non-Contributed Loan. Pursuant to the terms of the
Exchange Offer, the maturity date on 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 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 is due to the issuance of the $330.0 million in aggregate principal
amount, or $326.4 million net of discounts, of the 93⁄4% Senior Secured Notes at a discount, which was priced at 98.9% of par.
10. FAIR VALUE MEASUREMENTS
The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification
(the “Fair Value Measurements and Disclosures Topic”) clarifies the definition of fair value of assets and
liabilities, establishes a framework for measuring fair value of assets and liabilities and expands the
disclosures on fair value measurements. The Company adopted the provisions of the Fair Value Measure-
ments and Disclosures Topic with respect to financial assets and liabilities effective January 1, 2008 and with
respect to non-financial assets and liabilities effective as of January 1, 2009, neither of which had a material
impact on the Company’s results of operations and/or financial condition.
The fair value framework of the Fair Value Measurements and Disclosures Topic requires the
categorization of assets and liabilities into three levels 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 assets and
liabilities fair value measurement requirements 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, 2009, the fair values of the Company’s financial assets and liabilities, namely its FX
Contracts, 2008 Interest Rate Swap and Preferred Stock, are categorized as presented in the table below:
Level 1
Level 2
Level 3
Total
Assets
FX Contracts(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
2008 Interest Rate Swap(b) . . . . . . . . . . . . . . . . . . . . . . . . . . .
FX Contracts(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable Preferred Stock(c) . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . .
$—
$—
$—
—
—
$—
$0.1
$0.1
$1.8
1.7
—
$3.5
$ — $0.1
$ — $0.1
$ — $1.8
1.7
0.2
—
0.2
$0.2
$3.7
(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, 2009.
F-31
(b) The fair value of the Company’s 2008 Interest Rate Swap was measured based on three-month U.S. Dollar LIBOR
index at December 31, 2009.
(c) Upon consummation of the 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 Liquidation Preference
was measured at fair value based on the yield to maturity of the Company’s senior subordinated
debt adjusted for an estimated average subordination premium demanded by investors for sub-
ordinated notes issues. The Liquidation Preference is subsequently measured at the present value
of the amount to be paid at settlement, accruing interest cost using the rate implicit at inception
since both the amount to be paid and the settlement date are fixed.
• 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 Exchange Offer. There was no change in the fair value of the Change in
Control Amount from the initial valuation performed upon consummation of the Exchange Offer
through December 31, 2009.
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 to the
Company for debt of the same remaining maturities. The estimated fair value of such debt and Preferred
Stock at December 31, 2009 and 2008 was approximately $1,241.4 million and $969.0 million, respectively,
which was less than the carrying values of such debt and Preferred Stock at December 31, 2009 and 2008, of
$1,247.8 million and $1,329.1 million, respectively.
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 approximately $12.2 million and $13.1 million
(including amounts available under credit agreements in effect at that time) were maintained at Decem-
ber 31, 2009 and 2008, respectively. Included in these amounts is approximately $9.3 million at both
December 31, 2009 and 2008 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) foreign currency forward exchange
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 swap
transactions, intended for the purpose of managing interest rate risk by fixing the interest rate on a portion
of Products Corporation’s indebtedness.
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 and Interest Rate Swap.
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.
Foreign Currency Forward Exchange Contracts
The foreign currency forward exchange contracts are entered into primarily to hedge the anticipated
net cash flows resulting from inventory purchases and intercompany payments denominated in currencies
F-32
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, 2009 and 2008 was
$54.3 million and $41.0 million, respectively.
Interest Rate Swap Transactions
In September 2007 and April 2008, Products Corporation executed two floating-to-fixed interest rate swap
transactions each with a notional amount of $150.0 million over a period of two years relating to indebtedness
under Products Corporation’s 2006 Term Loan Facility. In September 2009, one of the Company’s two
floating-to-fixed interest rate swaps expired (the “2007 Interest Rate Swap”), therefore, as of December 31,
2009, the Company had one floating-to-fixed interest rate swap which expires in April 2010 (the “2008 Interest
Rate Swap”, and together with the 2007 Interest Rate Swap, the “Interest Rate Swaps”).
The Company designated the 2008 Interest Rate Swap as a cash flow hedge of the variable interest rate
payments under Products Corporation’s 2006 Term Loan Facility with respect to the $150.0 million notional
amount under such swap. Under the terms of the 2008 Interest Rate Swap, Products Corporation is 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.
At December 31, 2009, the fair value of the 2008 Interest Rate Swap was $(1.8) million and the
accumulated loss recorded in other comprehensive loss was $1.7 million. During 2009, a derivative loss of
$5.0 million related to the Interest Rate Swaps was reclassified from other comprehensive loss into the
Company’s Statement of Operations in interest expense. The amount of the Interest Rate Swaps’ inef-
fectiveness in 2009 was nil.
At December 31, 2008, the fair value of the 2007 Interest Rate Swap and 2008 Interest Rate Swap was
$(3.8) million and $(1.9) million, respectively, and the accumulated losses recorded in other comprehensive loss
were $3.7 million and $1.7 million, respectively. During 2008, a net derivative loss of $2.0 million, which was
comprised of a derivative loss of $2.1 million related to the 2007 Interest Rate Swap, partially offset by a
derivative gain of $0.1 million related to the 2008 Interest Rate Swap, was reclassified from other comprehensive
loss into the Company’s Statement of Operations in interest expense. The amount of the 2008 Interest Rate
Swap’s ineffectiveness in 2008, which was recorded in interest expense, was $(0.2) million.
F-33
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:
Fair Values of Derivative Instruments as of December 31,
Assets
Liabilities
Balance Sheet
Classification
2009
Fair
Value
2008
Fair
Value
Balance Sheet
Classification
2009
Fair
Value
2008
Fair
Value
Derivatives:
Derivatives designated as
hedging instruments:
Interest Rate Swaps(a). . Prepaid expenses
Other long-term assets
Derivatives not designated
as hedging instruments:
FX contracts(b) . . . . . . . Prepaid expenses
$ —
—
$0.8
Accrued expenses
— Other long-term liabilities
$1.8
—
$5.5
1.0
0.1
$0.1
2.2
Accrued expenses
$3.0
1.7
$3.5
0.2
$6.7
(a) The fair values of the Interest Rate Swaps at December 31, 2009 and 2008 were determined by using the three-month U.S. Dollar
LIBOR index at December 31, 2009 and 2008, respectively.
(b) The fair values of the FX contracts at December 31, 2009 and 2008 were determined by using observable market transactions of
spot and forward rates at December 31, 2009 and 2008, respectively.
(b) Effects of Derivative Financial Instruments on Income and Other Comprehensive Income (Loss)
(“OCI”):
Derivative Instruments Gain (Loss) Effect on Consolidated Statement of
Operations as of December 31,
Amount of
Gain (Loss)
Reclassified
from OCI
to Income
(Effective
Portion)
Amount of
Gain (Loss)
Recognized in
Interest
Expense
(Ineffective
Portion)
Amount of
Gain (Loss)
Recognized in
OCI
(Effective
Portion)
Income Statement
Classification
of Gain (Loss)
Reclassified from
OCI to Income
2009
2008
2009
2008
Derivatives designated as cash flow hedges:
2009
2008
Interest Rate Swap. . . . . . . . . . . . . . . . . . . . . . $(1.7)
$(5.4) Interest expense $(5.0)
$(2.0)
$— $(0.2)
Amount of
Gain (Loss)
Recognized in
Foreign
Currency
Gains
(Losses), Net
2009
2008
Derivatives not designated as hedging instruments:
FX Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . $(5.9)
$ 4.5
F-34
12.
INCOME TAXES
The Company’s income (loss) before income taxes and the applicable provision (benefit) for income
taxes are as follows:
Year Ended December 31,
2008
2007
2009
Income (loss) from continuing operations before income taxes:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (benefit) for income taxes:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits of operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . .
Resolution of tax matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 24.6
32.2
$ 56.8
$ 0.3
(2.1)
10.1
$(22.0)
51.2
$ 29.2
$ 0.6
(3.0)
18.5
$(54.0)
42.5
$(11.5)
$ 0.2
(0.2)
7.5
$ 8.3
$ 16.1
$ 7.5
$ 26.8
(1.2)
(17.3)
—
$ 31.7
2.8
(18.4)
—
$ 20.9
(4.2)
(3.3)
(5.9)
$ 8.3
$ 16.1
$ 7.5
The actual tax on income (loss) before income taxes is reconciled to the applicable statutory federal
income tax rate as follows:
Year Ended December 31,
2008
2009
2007
Computed expected tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local taxes, net of U.S. federal income tax benefit . . . . . . . . .
Foreign and U.S. tax effects attributable to operations outside the
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign dividends subject to tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Resolution of tax matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19.9
(1.4)
$ 10.2
(2.0)
$ (4.0)
(0.1)
(4.0)
(24.7)
14.4
—
4.1
0.5
(18.2)
26.7
—
(1.1)
6.2
(2.4)
12.0
(5.9)
1.7
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8.3
$ 16.1
$ 7.5
F-35
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, 2009 and
2008 were comprised of the following:
Deferred tax assets:
Accounts receivable, principally due to doubtful accounts . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards — U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards — foreign . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals and related reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising, sales discount, returns and coupon redemptions . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets, net of valuation allowance. . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Plant, equipment and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
$
1.0
5.8
186.9
83.3
3.7
91.0
3.9
31.6
34.2
441.4
(414.3)
27.1
(18.1)
(0.4)
(18.5)
$
0.9
7.7
208.7
77.0
1.1
49.2
4.9
34.5
29.2
413.2
(391.2)
22.0
(15.7)
(0.1)
(15.8)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8.6
$
6.2
The valuation allowance increased by $23.1 million during 2009 and decreased by $109.8 million during
2008. The primary drivers of the increase in the valuation allowance during 2009 were foreign exchange
fluctuations and the impact of the re-measurement of pension liabilities in 2009, partially offset by use of tax
loss carryforwards. Foreign-exchange fluctuations and expirations and other eliminations of tax loss
carryforwards were the primary drivers of the decrease in the valuation allowance during 2008.
In assessing the recoverability of its deferred tax assets, management 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 in accordance with the Income Taxes Topic. The ultimate realization of deferred tax assets is
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 income for certain international markets and 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,
2009 based on the recognition threshold and measurement of a tax position in accordance with the Income
Taxes Topic.
After December 31, 2009, the Company has tax loss carryforwards of approximately $768.1 million, of
which $282.5 million are foreign and $485.6 million are domestic (including $59.4 million of consolidated
federal net operating losses available from the MacAndrews & Forbes Group (as hereinafter defined) from
periods prior to the March 25, 2004 deconsolidation for use by the Company). The losses expire in future
years as follows: 2010-$12.9 million; 2011-$1.8 million; 2012-$10.0 million; 2013-$11.7 million; 2014 and
beyond-$537.2 million; and unlimited-$194.5 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.
F-36
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, 2006 through Decem-
ber 31, 2009, and Australia and South Africa, for tax years ended December 31, 2005 through December 31,
2009. The Company classifies interest and penalties recognized under the Income Taxes Topic as a
component of the provision for income taxes in the consolidated statement of operations. During the
years ended December 31, 2009 and 2008, the Company recognized through the consolidated statement of
operations a reduction of $0.6 million and $3.2 million, respectively, in accrued interest and penalties.
At December 31, 2009 and 2008, the Company had tax reserves of $49.3 million and $50.9 million,
respectively, including $17.9 million and $18.5 million of accrued interest and penalties, respectively, all of
which, 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 tax reserves is as follows:
Balance at January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase based on tax positions taken in a prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease based on tax positions taken in a prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase based on tax positions taken in the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease resulting from the lapse of statutes of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase based on tax positions taken in a prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease based on tax positions taken in a prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase based on tax positions taken in the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease related to settlements with taxing authorities and changes in law . . . . . . . . . . . . . . . . .
Decrease resulting from the lapse of statutes of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 53.9
5.6
(10.1)
7.4
(5.9)
$ 50.9
5.5
(0.1)
7.2
(5.8)
(8.4)
Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 49.3
In addition, the Company believes that it is reasonably possible that its tax reserves during 2010 will
increase by approximately $2.5 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
$45.7 million of foreign subsidiaries’ undistributed earnings as of December 31, 2009 because such earnings
are intended to be indefinitely reinvested overseas. The amount of unrecognized deferred tax liabilities for
temporary differences related to investments in undistributed earnings is not practicable to determine at
this time.
As a result of the closing of the 2004 Revlon Exchange Transactions (as hereinafter defined), 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 17, “Related
Party Transactions — Transfer Agreements”), Revlon, Inc., Products Corporation and certain of its sub-
sidiaries, 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.
F-37
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 2009 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 2010. There were federal tax payments from Products Corporation to Revlon, Inc.
pursuant to the Revlon Tax Sharing Agreement during 2009 of $0.6 million with respect to 2008 and
$0.2 million with respect to 2009. The Company expects that there will be a federal tax payment from
Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement during 2010 of
$0.3 million with respect to 2009.
Pursuant to the asset transfer agreement referred to in Note 17,“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.
13. 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 employees to contribute up to 6%, of
qualified compensation through payroll deductions, subject to certain annual dollar limitations imposed by
the Code. 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 2009, 2008
and 2007, the Company made cash matching contributions to the Savings Plan of approximately $2.4 million,
$2.7 million and $2.6 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 which created 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 in any given year. The Company will determine in the fourth
quarter of each year whether and, if so, to what extent, profit sharing contributions would be made for the
following year. In December 2009, the Company announced that the discretionary profit sharing contri-
bution during 2010 will be 5% of eligible compensation that will be credited on a quarterly basis. (The
savings plan amendments described above in this Note 13 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.
F-38
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, all benefits accrued under such plans through December 31, 2009 will remain in effect
and no additional benefits will accrue after 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 13 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”).
The Company recorded an $8.6 million decrease in its pension liabilities which was offset against
accumulated other comprehensive income (loss) as a result of the pension curtailment and the re-mea-
surement 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 is comprised of a non-cash curtailment gain of approximately $9.2 million which was
recorded as an offset against the net actuarial losses previously reported within accumulated other
comprehensive income (loss), partially offset by a net increase in pension liabilities of $0.6 million as a
result of the re-measurements noted above.
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 17, “Related Party Transactions — Transfer Agreements”).
F-39
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
2009
2008
Other
Benefit Plans
Post-retirement
2009
2008
Change in Benefit Obligation:
Benefit obligation — beginning of year . . . . . . . . . . . . . . . . . . .
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (loss) gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment gain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement gain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange (loss) gain . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . .
$(560.1)
(7.6)
(34.8)
(0.2)
(55.0)
9.2
0.5
38.2
(4.5)
(0.2)
$(578.3)
(8.3)
(34.5)
(0.2)
11.0
—
—
35.1
15.4
(0.3)
$(13.2)
(0.0)
(0.9)
—
(1.3)
—
—
1.0
(0.4)
—
$(14.0)
(0.1)
(0.8)
—
0.1
—
—
1.0
0.6
—
Benefit obligation — end of year . . . . . . . . . . . . . . . . . . . . . . . .
$(614.5)
$(560.1)
$(14.8)
$(13.2)
Change in Plan Assets:
Fair value of plan assets — beginning of year . . . . . . . . . . . . . .
Actual return (loss) on plan assets . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement gain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 342.3
74.6
23.3
0.2
(38.2)
(0.5)
3.9
$ 473.7
(96.7)
11.8
0.2
(35.1)
—
(11.6)
$ — $ —
—
1.0
—
(1.0)
—
—
—
1.0
—
(1.0)
—
—
Fair value of plan assets — end of year . . . . . . . . . . . . . . . . . . .
$ 405.6
$ 342.3
$ — $ —
Unfunded status of plans at December 31, . . . . . . . . . . . . . . . . . .
$(208.9)
$(217.8)
$(14.8)
$(13.2)
In respect of the Company’s pension plans and other post-retirement benefit plans, amounts recog-
nized in the Company’s Consolidated Balance Sheets at December 31, 2009 and 2008, respectively, consist
of the following:
Pension Plans
Other
Post-retirement
Benefit Plans
2009
December 31,
2008
2009
2008
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and other post-retirement benefit liabilities . . . . . . . . . . .
$
(6.2)
(202.7)
$ (6.3)
(211.5)
$ (1.2)
(13.6)
$ (1.0)
(12.2)
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . .
(208.9)
179.3
(217.8)
192.0
(14.8)
3.3
(13.2)
2.1
$ (29.6)
$ (25.8)
$(11.5)
$(11.1)
With respect to the above accrued net periodic benefit costs, the Company has recorded receivables
from affiliates of $2.8 million at both December 31, 2009 and 2008, relating to pension plan liabilities
retained by such affiliates.
F-40
The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the
Company’s pension plans are as follows:
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $614.5
611.2
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
405.6
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$560.1
550.3
342.3
December 31,
2008
2009
2007
$578.3
563.7
473.7
Net Periodic Benefit Cost:
During 2009, the Company recognized $19.9 million of higher pension expense driven primarily by the
significant decline in pension asset values in 2008, partially offset by a decrease in pension expense as a
result of the May 2009 Pension Plan Amendments and the May 2009 Program, as noted above. The pension
expense for the year ended December 31, 2009 includes a non-cash curtailment gain of $0.8 million related
to the recognition of previously unrecognized prior service costs that had been reported in accumulated
other comprehensive loss in the second quarter of 2009.
The components of net periodic benefit cost for the pension plans and other post-retirement benefit
plans are as follows:
Net periodic benefit cost:
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . .
Amortization of prior service credit . . . . . . . . . . . . . .
Amortization of actuarial loss . . . . . . . . . . . . . . . . . . .
Settlement gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion allocated to Revlon Holdings LLC . . . . . . . . .
Pension Plans
Other
Post-retirement
Benefit Plans
Years Ended December 31,
2009
2008
2007
2009
2008
2007
$ 7.6
34.8
(27.8)
(0.1)
12.8
(0.0)
(0.8)
26.5
(0.1)
$ 8.3
34.5
(37.2)
(0.4)
1.3
—
—
6.5
(0.1)
$ 9.2
33.1
(36.8)
(0.5)
2.9
—
0.1
$ — $ — $0.1
0.9
0.8
—
—
—
—
0.2
0.2
—
—
—
—
0.9
—
—
0.1
—
—
8.0
(0.1)
1.0
1.0
(0.1) —
1.2
—
$ 26.4
$ 6.4
$ 7.9
$ 0.9
$1.0
$1.2
Amounts recognized in accumulated other comprehensive loss at December 31, 2009 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 pension cost, are as follows:
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion allocated to Revlon Holdings LLC . . . . . . . . . . . . . . . .
$179.0
0.3
179.3
(0.6)
$178.7
Pension Benefits
Post-retirement
Benefits
$ 3.3
—
3.3
(0.1)
Total
$182.3
0.3
182.6
(0.7)
$ 3.2
$181.9
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 income at December 31, 2009 and
F-41
expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2010 is
$11.0 million and $0.2 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 year:
U.S. Plans
International
Plans
2009
2008
2009
2008
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of future compensation increases . . . . . . . . . . . . . . . . . . . . . .
5.68% 6.35% 5.63% 6.40%
3.50
4.00
4.39
4.00
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 year:
U.S. Plans
2008
2007
2009
International Plans
2008
2007
2009
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term return on plan assets. . . . .
Rate of future compensation increases . . . . . . .
6.35% 6.24% 5.75% 6.40% 5.70% 5.00%
8.25
4.00
6.70
3.90
8.50
4.00
6.90
4.30
6.50
4.00
8.25
4.00
The 5.68% weighted-average discount rate used to determine the Company’s projected benefit
obligation of the Company’s U.S. plans at the end of 2009 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,
such as the Citigroup Pension Discount Curve, to select a 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
2009 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 the 8.25% long-term rate of return on
plan assets assumption used for the U.S. pension plans during 2009. 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.
F-42
Pension Plan Assets:
The following table presents information on the fair value of the U.S. and international pension plan
assets at December 31, 2009, 2008 and 2007, respectively:
U.S. Plans
2008
2009
2007
International Plans
2008
2007
2009
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . .
$364.1
$309.4
$424.4
$41.5
$32.9
$49.3
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 a
professional investment manager that invest plan assets in the following asset classes: equity and fixed
income securities, real estate, and cash and other investments, which may include hedge funds and private
equity and global balanced strategies. The Company’s international plans follow a similar methodology in
conjunction with local actuarial consultants and asset managers.
The Company’s U.S. and International pension plans currently have the following target ranges for
these asset classes, which target ranges are intended to be flexible guidelines for allocating the plans’ assets
among various classes of assets, and 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, as follows:
Target Ranges
U.S. Plans
International Plans
Asset Category:
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23% - 43%
Fixed income securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21% - 41%
0%
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0% - 15%
Cash and other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global balanced strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22% - 28%
37% - 47%
53% - 63%
0%
0% - 4%
0%
F-43
The fair values of the U.S. and International pension plan assets at December 31, 2009, by asset
categories were as follows:
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Asset Category:
Equity securities(a):
U.S. large cap equities . . . . . . . . . . . .
U.S. small/mid cap equities . . . . . . . .
International equities. . . . . . . . . . . . .
Emerging market equities . . . . . . . . .
$ 65.8
29.3
63.1
10.0
Fixed income securities(a):
Corporate bonds . . . . . . . . . . . . . . . .
Government bonds . . . . . . . . . . . . . .
Real Estate(b) . . . . . . . . . . . . . . . . . . . . . .
Cash and other investments:
126.4
20.2
29.2
Cash and cash equivalents . . . . . . . . .
Hedge funds(c) . . . . . . . . . . . . . . . . . .
21.8
39.8
Total pension plan assets at fair value . . .
$405.6
$ —
16.3
—
—
—
—
—
19.2
—
$35.5
$ 65.8
13.0
63.1
10.0
126.4
20.2
29.2
2.6
26.3
$356.6
$ —
—
—
—
—
—
—
—
13.5
$13.5
(a) The equity securities and fixed income securities asset categories include global balanced strategies.
(b) This asset category is comprised of global balanced strategies which invest in real estate investments that primarily invest in real
estate investment trusts (“REITs”).
(c) This asset category includes hedge funds that primarily invest in a diversified basket of equities, fixed income, currencies
and commodities.
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, 2009:
Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets still held at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hedge funds
$12.4
1.1
$13.5
Within the equity securities asset class, the investment policy adopted by the Investment Committee
provides for investments in a broad range of publicly-traded securities ranging from domestic and
international stocks and small to large capitalization stocks. Within the fixed income securities asset class,
the investment policy provides for investments in a broad range of publicly-traded debt securities ranging
from domestic and international treasury issues, corporate debt securities, mortgages and asset-backed
issues. In the cash and other investments asset class, investments may be in cash and cash equivalents and
other investments, which may include hedge funds and private equity not covered in the classes listed above,
provided that such investments are approved by the Investment Committee prior to their selection. Within
the global balanced strategies, the investment policy provides for investments in a broad range of publicly
traded stocks and bonds in both domestic and international markets as described in the asset classes listed
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.
F-44
Contributions:
The Company’s policy 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
2009, the Company contributed $23.3 million to its pension plans and $1.0 million to its other post-
retirement benefit plans. During 2010, the Company expects to contribute approximately $24 million to its
pension plans and approximately $1 million to its 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:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2015 to 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
Pension
Benefits
$ 38.0
39.1
40.9
42.3
43.2
229.9
Total
Other
Benefits
$1.1
1.2
1.2
1.3
1.3
6.4
14. STOCKHOLDERS’ EQUITY
Information about the Company’s common and treasury stock issued and/or outstanding is as follows:
Balance, January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock issuances in $100 Million Rights Offering . . . . . . . . . .
Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of restricted stock . . . . . . . . . . . . . . . . . . . . . . .
Withholding of restricted stock to satisfy taxes . . . . . . . . . . .
Balance, December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of restricted stock . . . . . . . . . . . . . . . . . . . . . . .
Withholding of restricted stock to satisfy taxes . . . . . . . . . . .
Balance, December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of restricted stock . . . . . . . . . . . . . . . . . . . . . . .
Withholding of restricted stock to satisfy taxes . . . . . . . . . . .
Common Stock
Class A
Class B
39,000,115
9,523,809
831,352
(62,936)
—
49,292,340
—
939,925
(81,910)
—
50,150,355
—
33,500
(162,792)
—
3,125,000
—
—
—
—
3,125,000
—
—
—
—
3,125,000
—
—
—
—
Balance, December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . .
50,021,063
3,125,000
Treasury
Stock
42,966
—
—
—
87,613
130,579
—
—
—
125,874
256,453
—
—
—
129,224
385,677
Common Stock
As of December 31, 2009, 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
F-45
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 1,120,000,000 to 1,150,000,000. 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 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 Exchange Offer. The Class A Common Stock tendered in the
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 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 to Revlon. (See
Note 9, “Long-Term Debt and Redeemable Preferred Stock”).
In September 2008, Revlon, Inc. effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of
Revlon, Inc.’s Class A and Class B Common Stock. As a result of the Reverse Stock Split, each ten shares of
Revlon, Inc.’s Class A and Class B Common Stock issued and outstanding immediately prior to 11:59 p.m.
on September 15, 2008 were automatically combined into one share of Class A Common Stock and Class B
Common Stock, respectively.
As of December 31, 2009, 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 79% of Revlon, Inc.’s outstanding shares of Common Stock (representing approximately
77% of the combined voting power of Revlon’s Class A and Class B common stock and Revlon’s Preferred
Stock), and beneficially owned approximately 67% of the combined Revlon Class A common stock, Class B
common stock and Preferred Stock. As filed by Fidelity with the SEC on November 10, 2009 and reporting,
as of November 9, 2009, on a Schedule 13G/A, Fidelity held nil shares of Class A Common Stock.
Treasury Stock
Pursuant to the share withholding provisions of the Stock Plan (as hereinafter defined), during 2009,
certain employees and executives, in lieu of paying withholding taxes on the vesting of certain shares of
restricted stock, authorized the withholding of an aggregate 129,224 shares of Revlon, Inc. Class A
Common Stock to satisfy their minimum statutory tax withholding requirements related to such vesting
events. 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
approximately $1.1 million.
Pursuant to the share withholding provisions of the Stock Plan, during 2008, certain employees and
executives, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock, authorized
the withholding of an aggregate 125,874 shares of Revlon, Inc. Class A Common Stock to satisfy their
minimum statutory tax withholding requirements related to such vesting events. These shares were
recorded as treasury stock using the cost method, at $11.70, $9.40, $8.00 and $8.27 per share, respectively,
F-46
the NYSE closing price per share on the applicable vesting dates (as adjusted for Revlon, Inc.’s September
2008 1-for-10 Reverse Stock Split), for a total of approximately $1.1 million.
Pursuant to the share withholding provisions of the Stock Plan, during 2007, certain employees and
executives, in lieu of paying withholding taxes on the vesting of certain restricted stock, authorized the
withholding of an aggregate of 87,613 shares of Revlon, Inc. Class A Common Stock to satisfy their
minimum statutory tax withholding requirements related to such vesting events. These shares were
recorded as treasury stock using the cost method, at $12.00, $13.80 and $10.80 per share, respectively,
the NYSE closing price per share on the applicable vesting dates (as adjusted for Revlon, Inc.’s September
2008 1-for-10 Reverse Stock Split), for a total of approximately $1.1 million.
15. STOCK COMPENSATION PLAN
Revlon, Inc. maintains the Third Amended and Restated Revlon, Inc. Stock Plan (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 for the
years ended December 31, 2009, 2008 and 2007 was $0.2 million, $0.3 million and $1.5 million, or nil, $0.01
and $0.03 per share, respectively, for both basic and diluted earnings per share. As of December 31, 2009,
there was no remaining unrecognized stock option compensation expense as all stock options were fully
vested at December 31, 2009. The total fair value of stock options that vested during 2009 was $0.9 million.
At December 31, 2009, 2008 and 2007 there were 1,231,337; 1,336,871; and 2,012,645 stock options
exercisable under the Stock Plan, respectively.
F-47
A summary of the status of stock option grants under the Stock Plan as of December 31, 2009, 2008 and
2007 and changes during the years then ended is presented below:
Stock
Options
(000’s)
Weighted
Average
Exercise Price
Outstanding at January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,499.3
—
—
(331.2)
2,168.1
—
—
(762.6)
1,405.5
—
—
(174.2)
Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,231.3
$45.43
—
—
69.00
41.94
—
—
51.60
36.76
—
—
62.14
33.17
(a) There were no stock options granted during 2009, 2008 and 2007.
The following table summarizes information about the Stock Plan’s stock options outstanding at
December 31, 2009:
Range of Exercise
Prices
$23.10 to $30.00 . . . . . . . . . . .
30.01 to 34.50 . . . . . . . . . . .
34.51 to 40.00 . . . . . . . . . . .
40.01 to 56.60 . . . . . . . . . . .
56.61 to 104.38 . . . . . . . . . . .
23.10 to 104.38 . . . . . . . . . . .
Number of
Options
(000’s)
248.9
779.4
85.8
69.0
48.2
1,231.3
Outstanding
Weighted
Average
Years
Remaining
2.63
1.35
2.72
1.85
0.29
1.69
Weighted
Average
Exercise
Price
$25.65
30.36
37.81
52.71
81.20
33.17
Aggregate
Intrinsic
Value
Number of
Options
(000’s)
Exerciseable
Weighted
Average
Years
Remaining
—
—
—
—
—
—
248.9
779.4
85.8
69.0
48.2
1,231.3
2.63
1.35
2.72
1.85
0.29
1.69
Weighted
Average
Exercise
Price
$25.65
30.36
37.81
52.71
81.20
33.17
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. In
2009, 2008 and 2007, Revlon, Inc. granted 33,500; 939,925; and 831,352 shares, respectively, of restricted
stock and restricted stock units under the Stock Plan with weighted average fair values, based on the market
price of Class A Common Stock on the dates of grant, of $4.39, $7.22 and $12.50, respectively. At
December 31, 2009 and 2008, there were 1,141,428 and 1,643,739 shares of restricted stock and restricted
stock units outstanding and unvested under the Stock Plan, respectively.
F-48
A summary of the status of grants of restricted stock and restricted stock units under the Stock Plan as
of December 31, 2009, 2008 and 2007 and changes during the years then ended is presented below:
Outstanding at January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted
Stock
(000’s)
812.1
831.3
(415.4)
(63.2)
1,164.8
939.9
(379.4)
(81.6)
1,643.7
33.5
(373.0)
(162.8)
1,141.4
Weighted
Average
Grant Date
Fair
Value
$19.23
12.50
22.46
15.74
13.45
7.22
14.47
13.46
9.65
4.39
13.13
8.83
8.48
(a) Of the amounts vested during 2007, 2008 and 2009, 87,613 shares; 125,874 shares; 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 14, “Stockholders’ Equity”).
In 2002, Revlon, Inc. adopted the Revlon, Inc. 2002 Supplemental Stock Plan (the “Supplemental
Stock Plan”), the purpose of which was to provide Mr. Jack Stahl, the Company’s former President and
Chief Executive Officer, the sole eligible participant under the Supplemental Stock Plan, with inducement
awards to entice him to join the Company. All of the 53,000 shares of Class A Common Stock covered by the
Supplemental Stock Plan (as adjusted for Revlon, Inc.’s September 2008 1-for-10 Reverse Stock Split — See
Note 14,“Stockholders’ Equity”) were issued in the form of restricted shares to Mr. Stahl in February 2002
and all of these shares were fully vested at December 31, 2007.
The Company recognizes non-cash compensation expense related to restricted stock awards and
restricted stock units under the Stock Plan and Supplemental 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 and Supplemental Stock Plan of $5.4 million, $6.5 million and $5.2 million
during 2009, 2008 and 2007, respectively. The deferred stock-based compensation related to restricted stock
awards is $5.9 million and $13.0 million at December 31, 2009 and 2008, respectively. The deferred stock-
based compensation related to restricted stock awards is expected to be recognized over a weighted-
average period of 1.70 years. The total fair value of restricted stock and restricted stock units that vested
during the years ended December 31, 2009 and 2008 was $4.9 million and $5.5 million, respectively.
F-49
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss during 2009, 2008 and 2007, respectively,
are as follows:
Balance January 1, 2007 . . . . . . . . . . . . .
Unrealized losses(a) . . . . . . . . . . . . . . . . .
Reclassifications into net loss(a). . . . . . . .
Amortization of pension related
costs(b) . . . . . . . . . . . . . . . . . . . . . . . . .
Pension re-measurement . . . . . . . . . . . . .
Balance December 31, 2007 . . . . . . . . . .
Unrealized losses(c) . . . . . . . . . . . . . . . . .
Reclassifications into net loss(c) . . . . . . . .
Elimination of currency translation
adjustment related to Bozzano Sale
Transaction . . . . . . . . . . . . . . . . . . . . . .
Amortization of pension related
costs(b) . . . . . . . . . . . . . . . . . . . . . . . . .
Pension re-measurement . . . . . . . . . . . . .
Balance December 31, 2008 . . . . . . . . . .
Unrealized gains (losses)(d) . . . . . . . . . . .
Reclassifications into net loss(d)
. . . . . . .
Amortization of pension related
costs(b)(e). . . . . . . . . . . . . . . . . . . . . . . .
Pension re-measurement(f). . . . . . . . . . . .
Pension curtailment gain(f) . . . . . . . . . . .
Actuarial (Loss)
Gain on
Post-retirement
Benefits
Prior Service
Cost
on Post-
retirement
Benefits
$(105.0)
$ 2.7
Foreign
Currency
Translation
$(11.2)
(2.0)
Deferred
Loss -
Hedging
$(0.4)
(1.7)
—
Accumulated
Other
Comprehensive
Loss
$(113.9)
(3.7)
—
(13.2)
(8.2)
37.3
15.9
9.8
3.1
27.0
(74.9)
(0.5)
(0.7)
1.5
1.5
(121.0)
(194.4)
12.9
(9.3)
9.2
(0.4)
(0.3)
0.8
(0.9)
(0.2)
(2.1)
(5.3)
2.0
(5.4)
(1.3)
5.0
2.6
26.3
(88.7)
(13.5)
2.0
37.3
1.1
(121.3)
(183.1)
8.5
5.0
12.0
(9.5)
9.2
Balance December 31, 2009 . . . . . . . . . .
$ 25.7
$(181.6)
$(0.3)
$(1.7)
$(157.9)
(a) Due to the Company’s use of derivative financial instruments, the net amount of hedge accounting
derivative losses recognized by the Company, as set forth in the table above, pertains to (1) the reversal
of $0.4 million of net losses accumulated in Accumulated Other Comprehensive Loss at January 1,
2007 upon the Company’s election during the fiscal quarter ended March 31, 2007 to discontinue the
application of hedge accounting under the Derivatives and Hedging Topic of the FASB Accounting
Standards Codification (the “Derivatives and Hedging Topic”) for certain derivative financial instru-
ments, as the Company no longer designates its foreign currency forward exchange contracts as
hedging instruments; (2) the reversal of a $0.4 million gain pertaining to a net receipt settlement in
December 2007 under the terms of Products Corporation’s 2007 Interest Rate Swap; and (3) $1.7 mil-
lion of net losses accumulated in Accumulated Other Comprehensive Loss pertaining to the change in
fair value of the 2007 Interest Rate Swap. The Company designated Products Corporation’s Interest
Rate Swaps as hedging instruments and accordingly applies hedge accounting under the Derivatives
and Hedging Topic to such swap transactions. (See the discussion of Critical Accounting Policies in this
Form 10-K).
(b) Amount represents a change in Accumulated Other Comprehensive Income (Loss) as a result of the
amortization of unrecognized prior service costs and actuarial losses (gains) arising during 2007, 2008
and 2009 related to the Company’s pension and other post-retirement plans. (See Note 13, “Savings
Plan, Pension and Post-retirement Benefits”).
F-50
(c) Amounts related to “Deferred Loss — Hedging” represent (1) net unrealized losses of $5.3 million on
the Interest Rate Swaps (see Note 11, “Financial Instruments”) and (2) the reversal of amounts
recorded in Accumulated Other Comprehensive Income (Loss) pertaining to net settlement receipts
of $0.2 million and net settlement payments of $2.2 million on the Interest Rate Swaps.
(d) Amounts related to “Deferred Loss — Hedging” represent (1) the change in net unrealized losses of
$1.3 million on the Interest Rate Swaps (see Note 11,“Financial Instruments”) and (2) the reversal of
amounts recorded in Accumulated Other Comprehensive Loss pertaining to net settlement receipts of
$0.8 million and net settlement payments of $5.8 million on the Interest Rate Swaps.
(e) The amortization of pension related costs of $12.0 million recorded in Accumulated Other Compre-
hensive Loss 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.
(f) The $9.5 million increase in pension liabilities recorded within Accumulated Other Comprehensive
Loss 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 13, “Savings Plan, Pension and Post-
retirement Benefits”).
17. RELATED PARTY TRANSACTIONS
As of December 31, 2009, 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 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 consid-
ered 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 for 2009, 2008 and 2007 were $0.3 million, $0.3 million and $0.1 million,
respectively.
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
affiliates) certain professional and administrative services, including, without limitation, employees, to
F-51
Revlon, Inc. and its subsidiaries, including, without limitation, Products Corporation, and purchase services
from third party providers, such as insurance, legal and accounting services 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 to Products Corporation and its subsidiaries and for the reasonable out-of-pocket
expenses incurred in connection with the provision of such services. MacAndrews & Forbes reimburses
Products Corporation for the allocable costs of the services purchased for or provided 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 provision of
services 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, which covers Revlon, Inc. and Products Corporation, as well as MacAndrews &
Forbes. The limits of coverage 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
they 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 Reimburse-
ment Agreements for 2009, 2008 and 2007 were nil, $(1.4) million (primarily in respect of reimbursements
for insurance premiums in 2008), and $0.6 million, 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. subsid-
iaries 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 2009,
2008 and 2007.
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
F-52
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 consum-
mated in January 2007 (the ‘‘$100 Million Rights Offering”).
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 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 and 2008 in connection with the
Senior Subordinated Term Loan, including, without limitation, the full repayment of the balance of
Products Corporation’s 85⁄8% Senior Subordinated Notes on their February 1, 2008 maturity date using the
proceeds of the Senior Subordinated Term Loan and a related letter agreement between Revlon, Inc. and
MacAndrews & Forbes, as well as 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 — Recent Transactions — Exchange Offer and Exten-
sion of the maturity of the Senior Subordinated Term Loan, 2008 Transactions — Full Repayment of the
85⁄8% Senior Subordinated Notes with the Senior Subordinated Term Loan, and (d) Senior Subordinated
Term Loan Agreement.”
Other Refinancing Transactions and Rights Offerings
In January 2007, Revlon, Inc. successfully completed the $100 Million Rights Offering, which allowed
each stockholder of record of Revlon, Inc.’s Class A and Class B Common Stock as of the close of business
on December 11, 2006, the record date set by Revlon, Inc.’s Board of Directors, to purchase additional
shares of Class A Common Stock. The subscription price for each share of Class A Common Stock
purchased in the $100 Million Rights Offering, including shares purchased in the private placement by
MacAndrews & Forbes, was $10.50 per share.
In completing the $100 Million Rights Offering, in January 2007, Revlon, Inc. issued an additional
9,523,809 shares of its Class A Common Stock, including 3,784,747 shares subscribed for by public
shareholders (other than MacAndrews & Forbes) and 5,739,062 shares issued to MacAndrews & Forbes
in a private placement directly from Revlon, Inc. pursuant to a Stock Purchase Agreement between Revlon,
Inc. and MacAndrews & Forbes, dated as of December 18, 2006. The shares issued to MacAndrews &
Forbes represented the number of shares of Revlon, Inc.’s Class A Common Stock that MacAndrews &
Forbes would otherwise have been entitled to purchase pursuant to its basic subscription privilege in the
F-53
$100 Million Rights Offering (which was approximately 60% of the shares of Revlon, Inc.’s Class A
Common Stock offered in the $100 Million Rights Offering).
Upon completing the $100 Million Rights Offering, Revlon, Inc. promptly transferred the net proceeds
to Products Corporation, which it used in February 2007 to redeem $50.0 million aggregate principal
amount of it’s 85⁄8% Senior Subordinated Notes (prior to their full repayment in February 2008), at an
aggregate redemption price of $50.3 million, including $0.3 million of accrued and unpaid interest up to, but
not including, the redemption date. In January 2007, Products Corporation used the remainder of such
proceeds to repay approximately $43.3 million of indebtedness outstanding under Products Corporation’s
2006 Revolving Credit Facility, without any permanent reduction in that commitment, after paying
approximately $2.0 million of fees and expenses incurred in connection with such offering, with approx-
imately $5 million of the remaining net proceeds being available for general corporate purposes.
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; and
• Revlon, Inc. will not engage in any transaction with any affiliate, other than Revlon, Inc.’s subsid-
iaries, 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 MacAn-
drews & 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, (i) Revlon, Inc.
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) Revlon, Inc. established and maintains its Nominating and
Corporate Governance Committee of the Board of Directors; and (iii) Revlon, Inc. agreed to certain
F-54
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
will terminate 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.
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 the 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 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. The net amounts reimbursed by Revlon Holdings to Products Corporation with
respect to the Edison facility for 2009, 2008 and 2007 were $0.4 million, $0.4 million and $0.3 million,
respectively.
Certain of Products Corporation’s debt obligations, including the 2006 Credit Agreements and
Products Corporation’s 93⁄4% Senior Secured Notes, have been, and may in the future be, supported by,
among other things, guaranties from Revlon, Inc. and, subject to certain limited exceptions, all of the
domestic subsidiaries of Products Corporation. The obligations under such guaranties are and were 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.
During 2008 and 2007, Products Corporation paid $0.4 million and $0.7 million, respectively, to a
nationally-recognized security services company, in which MacAndrews & Forbes had a controlling
interest, for security officer services. Products Corporation’s decision to engage such firm was based upon
its expertise in the field of security services, and the rates were competitive with industry rates for similarly
situated security firms. Effective in August 2008, MacAndrews & Forbes disposed of its interest in such
security services company and accordingly from and after such date is no longer a related party.
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR, acts as trustee of the 401(k)
Plan. During 2009, 2008 and 2007, the Company paid Fidelity Management Trust Company approximately
$0.2 million, nil and $0.1 million, respectively, to adminster the Company’s 2009 Exchange Offer and the
$100 Million Rights Offering completed in 2007 with respect to 401(k) Plan participants and to administer
the Company’s 401(k) Plan. The fees for such services were based on standard rates charged by Fidelity
Management Trust Company for similar services and are not material to the Company or FMR.
18. 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
$16.8 million, $15.3 million and $18.2 million for the years ended December 31, 2009, 2008 and 2007,
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, 2009 aggregated
$72.9 million. Such commitments for each of the five years and thereafter subsequent to December 31, 2009
are $17.0 million, $15.2 million, $13.4 million, $11.3 million, $7.6 million and $8.4 million, respectively.
As announced on October 8, 2009, the Company consummated 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
F-55
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 litigation 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. Each action sought,
among other things, to enjoin the proposed transaction. On June 24, 2009, the Chancery Court consolidated
the four Delaware actions (the “Initial Consolidated Action”). 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 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. Thereafter, plaintiffs in
the Initial Consolidated Action confirmed their intention to proceed with confirmatory discovery.
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 Sullivan 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 has been set to
determine the leadership structure for plaintiffs in the Consolidated Action. Accordingly, defendants have
agreed to defer consideration of their motion to enforce until the leadership issue is resolved.
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 same alleged failure to
disclose information that underlies the amended Sullivan and Consolidated Action complaints. 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. The Company believes the allegations contained in the amended Sullivan complaint, the
complaints in the Consolidated Action and the Garofalo complaint, are without merit and intends to
vigorously defend against them.
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 results of
operations.
F-56
19. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic income(loss) per common share:
Year Ended December 31, 2009
1st
Quarter
$303.3
192.3
12.7
—
12.7
2nd
Quarter
$321.8
201.2
(0.1)
0.3
0.2
3rd
Quarter
$326.2
208.3
23.1
—
23.1
4th
Quarter
$344.6
219.4
12.8
—
12.8
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.25
0.00
(0.00)
0.01
0.45
0.00
0.25
(0.00)
Net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.25
$ 0.00
$ 0.45
$ 0.25
Diluted income (loss) per common share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.25
0.00
(0.00)
0.01
0.45
0.00
0.25
(0.00)
Net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.25
$ 0.00
$ 0.45
$ 0.24
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) income from continuing operations . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic (loss) income per common share:
Year Ended December 31, 2008
1st
Quarter
$311.7
198.7
(2.7)
0.2
(2.5)
2nd
Quarter
$366.5
241.9
19.8
0.1
19.9
3rd
Quarter
$334.4
207.6
(15.2)
44.4
29.2
4th
Quarter
$334.2
207.7
11.2
0.1
11.3
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.05)
0.00
0.39
0.00
(0.30)
0.87
0.22
0.00
Net (loss) income per common share . . . . . . . . . . . . . . . . . . . . .
$ (0.05)
$ 0.39
$ 0.57
$ 0.22
Diluted (loss) income per common share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.05)
0.00
0.39
0.00
(0.30)
0.87
0.22
0.00
Net (loss) income per common share . . . . . . . . . . . . . . . . . . . . .
$ (0.05)
$ 0.39
$ 0.57
$ 0.22
20. 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, 2009, 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 2009, 2008 and 2007,
Wal-Mart and its affiliates worldwide accounted for approximately 23%, 23% and 24%, respectively, of the
Company’s net sales. The Company expects that Wal-Mart 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
F-57
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.
Geographic area:
Net sales:
United States . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . .
Long-lived assets — net:
United States . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . .
Classes of similar products:
Net sales:
Color cosmetics . . . . . . . . . . . . . . . . . . . .
Beauty care and fragrance . . . . . . . . . . . .
Year Ended December 31,
2009
2008
2007
$ 747.9
548.0
$1,295.9
2009
$ 308.6
82.0
$ 390.6
58% $ 782.6
42%
564.2
58% $ 804.2
42%
562.9
59%
41%
$1,346.8
$1,367.1
December 31,
2008
2007
79% $ 308.3
21%
76.6
80% $ 332.3
20%
81.0
80%
20%
$ 384.9
$ 413.3
2009
Year Ended December 31,
2008
2007
$ 785.5
510.4
$1,295.9
61% $ 831.0
39%
515.8
62% $ 792.1
38%
575.0
58%
42%
$1,346.8
$1,367.1
21. SUBSEQUENT EVENTS
Impact of Foreign Currency Translation — Venezuela
Highly-Inflationary Economy: Effective January 1, 2010, Venezuela has been designated as a highly
inflationary economy under U.S. GAAP. As a result, beginning January 1, 2010, the U.S. dollar will be the
functional currency for the Company’s subsidiary in Venezuela (“Revlon Venezuela”). Through Decem-
ber 31, 2009, prior to 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 will be reflected in earnings.
Currency Devaluation: On January 8, 2010, the Venezuelan government announced the devaluation
of its local currency (“Bolivars”) relative to the U.S. dollar. The official exchange rate for non-essential
goods has changed from 2.15 to 4.30. The Company uses Venezuela’s official rate to translate the financial
statements of Revlon Venezuela. As the devaluation of Bolivars relative to the U.S. dollar occurred in 2010,
it did not have an impact on the Company’s 2009 results of operations or financial position; however the
Company expects the following impacts to its financial statements in 2010:
• the Company’s consolidated financial results in 2010 are expected to be adversely impacted as a
result of the currency devaluation. Revlon Venezuela accounted for approximately 4% and 7% of
the Company’s 2009 consolidated net sales and operating income, respectively; and
• a foreign currency loss in the first quarter of 2010 of approximately $3 million related to the required
re-measurement of Revlon Venezuela’s balance sheet during the first quarter of 2010 to reflect the
F-58
impact of the currency devaluation. As Venezuela has been designated as a highly inflationary
economy effective January 1, 2010, this foreign currency loss will be reflected in earnings.
Possible refinancing of the 2006 Credit Agreements
As part of the Company’s strategy to continue to improve its capital structure, on February 25, 2010,
the Company filed with the SEC a Current Report on Form 8-K disclosing that Products Corporation is
exploring a possible refinancing of its existing 2006 Term Loan Facility and its 2006 Revolving Credit
Facility, including disclosure of the possible principle terms and conditions of such refinancing. There can be
no assurances that such refinancing will be finalized and closed. Products Corporation was in compliance
with all applicable covenants under its 2006 Credit Agreements as of December 31, 2009 and the date of this
filing.
22. GUARANTOR FINANCIAL INFORMATION
Products Corporation’s 93⁄4% Senior Secured Notes due November 15, 2015 are fully and uncondi-
tionally guaranteed on a senior secured basis by Revlon, Inc. and Products Corporation’s other domestic
subsidiaries (other than certain immaterial subsidiaries) that guarantee the Products Corporation’s obli-
gations under its 2006 Bank Credit Agreements (the “Guarantor Subsidiaries”).
The following Condensed Consolidating Financial Statements present the financial information as of
December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008 and 2007 for (i) Products
Corporation on a stand-alone basis; (ii) the Guarantor Subsidiaries on a stand-alone basis; (iii) 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.
F-59
Consolidating Condensed Balance Sheets
As of December 31, 2009
Products
Corporation
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
ASSETS
Cash and cash equivalents . . . . . . . . . .
Trade receivables, less allowances for
doubtful accounts . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . .
Intercompany receivables . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . .
Property, plant and equipment, net . . .
Other assets . . . . . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . .
$
27.4
$
0.4
$ 26.7
$
—
$
54.5
81.1
76.2
60.1
876.1
(254.0)
94.3
56.8
150.6
15.5
3.5
4.3
458.8
(215.1)
1.1
2.7
30.0
85.1
39.5
26.5
299.8
—
16.3
30.4
2.0
—
—
—
(1,634.7)
469.1
—
—
—
181.7
119.2
90.9
—
—
111.7
89.9
182.6
Total assets . . . . . . . . . . . . . . . . . . . .
$1,168.6
$ 301.2
$ 526.3
$(1,165.6)
$ 830.5
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Short-term borrowings . . . . . . . . . . . . .
Current portion of long-term debt . . .
Accounts payable. . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . .
Intercompany payables . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . .
Long-term debt — affiliates . . . . . . . . .
Other long-term liabilities . . . . . . . . . .
$ —
13.6
55.8
133.2
510.2
1,127.8
107.0
214.8
$ —
—
5.0
9.5
625.6
—
—
15.7
$
0.3
—
21.6
66.2
498.9
—
—
53.8
Total liabilities . . . . . . . . . . . . . . . . .
Stockholder’s deficiency . . . . . . . . . . .
2,162.4
(993.8)
655.8
(354.6)
640.8
(114.5)
Total liabilities and
$
—
—
—
—
(1,634.7)
—
—
—
(1,634.7)
469.1
$
0.3
13.6
82.4
208.9
—
1,127.8
107.0
284.3
1,824.3
(993.8)
Stockholder’s deficiency . . . . . . . .
$1,168.6
$ 301.2
$ 526.3
$(1,165.6)
$ 830.5
F-60
Consolidating Condensed Balance Sheets
As of December 31, 2008
Products
Corporation
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
ASSETS
Cash and cash equivalents . . . . . . . . . .
Trade receivables, less allowances for
doubtful accounts . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . .
Intercompany receivables . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . .
Property, plant and equipment, net . . .
Other assets . . . . . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . .
$
18.7
$
1.0
$ 33.1
$
—
$
52.8
82.0
104.2
48.2
854.6
(261.0)
97.0
59.9
150.6
13.1
4.8
3.4
440.1
(232.5)
1.5
3.5
30.0
74.8
45.2
28.9
259.0
—
14.3
26.1
2.0
—
—
—
(1,553.7)
493.5
—
—
—
169.9
154.2
80.5
—
—
112.8
89.5
182.6
Total assets . . . . . . . . . . . . . . . . . . . .
$ 1,154.2
$ 264.9
$ 483.4
$(1,060.2)
$
842.3
$
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Short-term borrowings . . . . . . . . . . . . .
Current portion of long-term debt . . .
Accounts payable. . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . .
Intercompany payables . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . .
Long-term debt — affiliates . . . . . . . . .
Other long-term liabilities . . . . . . . . . .
—
18.7
54.8
153.3
463.5
1,203.2
107.0
237.0
$ —
—
2.5
10.4
602.4
—
—
8.4
$
0.5
0.2
20.8
61.7
487.8
—
—
47.2
Total liabilities . . . . . . . . . . . . . . . . .
Stockholder’s deficiency . . . . . . . . . . .
2,237.5
(1,083.3)
623.7
(358.8)
618.2
(134.8)
Total liabilities and
$
—
—
—
—
(1,553.7)
—
—
—
(1,553.7)
493.5
$
0.5
18.9
78.1
225.4
—
1,203.2
107.0
292.6
1,925.7
(1,083.4)
Stockholder’s deficiency . . . . . . . .
$ 1,154.2
$ 264.9
$ 483.4
$(1,060.2)
$
842.3
F-61
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2009
Products
Corporation
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . .
$852.6
373.0
$ 71.0
31.2
Gross profit . . . . . . . . . . . . . . . . . . .
479.6
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs and other, net . . . .
Operating income. . . . . . . . . . . . . . .
Other expenses (income):
Intercompany interest, net . . . . . . . .
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Amortization of debt issuance
costs . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of
debt, net . . . . . . . . . . . . . . . . . . . .
Foreign currency (gains) losses,
net. . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous, net . . . . . . . . . . . . . .
Other expenses, net . . . . . . . . . . .
Income from continuing operations
before income taxes . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . .
Income (loss) from continuing
operations. . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations,
net of taxes. . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . .
375.7
16.7
87.2
(2.0)
91.2
—
5.5
5.8
(0.8)
(36.4)
63.3
23.9
(25.6)
49.5
(12.2)
0.3
8.9
—
12.6
39.8
33.7
1.2
4.9
(1.5)
0.1
—
—
—
0.4
(5.0)
(6.0)
10.9
23.1
$500.9
199.1
301.8
210.2
3.4
88.2
4.9
0.3
(0.5)
—
—
9.3
42.4
56.4
31.8
10.6
21.2
—
—
Eliminations
Consolidated
$(128.6)
(128.6)
$1,295.9
474.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(21.5)
821.2
619.6
21.3
180.3
1.4
91.6
(0.5)
5.5
5.8
8.9
1.0
113.7
66.6
8.1
58.5
0.3
—
Net income . . . . . . . . . . . . . . . . . . . . .
$ 58.7
$ 0.4
$ 21.2
$ (21.5)
$
58.8
F-62
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2008
Products
Corporation
Guarantor
Subsidiaries
Eliminations
Consolidated
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . .
$898.9
398.5
Gross profit . . . . . . . . . . . . . . . . . . .
500.4
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs and other, net . . . .
Operating income. . . . . . . . . . . . . . .
Other expenses (income):
Intercompany interest, net . . . . . . . .
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Amortization of debt issuance
costs . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of
debt, net . . . . . . . . . . . . . . . . . . . .
Foreign currency (gains) losses,
net. . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous, net . . . . . . . . . . . . . .
Other expenses, net . . . . . . . . . . .
(Loss) income from continuing
operations before income taxes . . . .
Provision for income taxes . . . . . . . . .
(Loss) income from continuing
operations. . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations,
net of taxes. . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . .
431.5
(3.4)
72.3
(1.7)
119.1
(0.4)
5.6
0.7
—
(35.5)
87.8
(15.5)
(0.4)
—
80.8
$81.6
34.4
47.2
40.5
—
6.7
(1.6)
0.1
—
—
—
(1.4)
3.2
0.3
6.4
(1.2)
Non-
Guarantor
Subsidiaries
$510.0
201.7
308.3
229.6
(5.0)
83.7
3.3
0.5
(0.3)
—
—
1.5
32.7
37.7
46.0
17.5
28.5
44.8
—
$(143.7)
(143.7)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(138.9)
$1,346.8
490.9
855.9
701.6
(8.4)
162.7
—
119.7
(0.7)
5.6
0.7
0.1
0.4
125.8
36.9
15.9
21.0
44.8
—
65.8
Net income . . . . . . . . . . . . . . . . . . . . .
$ 65.7
$ 73.3
$(138.9)
$
(15.1)
7.6
—
58.1
$65.7
F-63
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2007
Products
Corporation
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . .
$901.7
386.0
$100.2
43.6
Gross profit . . . . . . . . . . . . . . . . . . .
515.7
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs and other, net . . . .
Operating income. . . . . . . . . . . . . . .
Other expenses (income):
Intercompany interest, net . . . . . . . .
Interest expense . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . .
Amortization of debt issuance
costs . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of
debt, net . . . . . . . . . . . . . . . . . . . .
Foreign currency gains, net . . . . . . .
Miscellaneous, net . . . . . . . . . . . . . .
Other expenses, net . . . . . . . . . . .
(Loss) income from continuing
operations before income taxes . . . .
Provision for income taxes . . . . . . . . .
(Loss) income from continuing
operations. . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations,
net of taxes. . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . .
464.1
6.5
45.1
(1.2)
135.1
(1.4)
3.3
0.1
(2.0)
(37.8)
96.1
(51.0)
(11.5)
(39.5)
(0.4)
—
30.4
—
17.5
56.6
46.4
—
10.2
0.1
—
—
—
—
—
1.0
1.1
9.1
9.5
$492.2
203.1
289.1
218.2
0.8
70.1
1.1
0.5
(0.5)
—
—
(4.8)
36.4
32.7
37.4
9.4
28.0
2.9
—
Eliminations
Consolidated
$(127.0)
(127.0)
$1,367.1
505.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(47.9)
861.4
728.7
7.3
125.4
—
135.6
(1.9)
3.3
0.1
(6.8)
(0.4)
129.9
(4.5)
7.4
(11.9)
2.9
—
Net (loss) income. . . . . . . . . . . . . . . . .
$ (9.1)
$ 17.1
$ 30.9
$ (47.9)
$
(9.0)
F-64
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
$(1.6)
$ (7.2)
$—
$ 103.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . .
Proceeds from the sale of certain
assets including a non-core
trademark . . . . . . . . . . . . . . . . . .
(11.7)
—
(0.2)
(3.3)
—
2.5
Net cash used in investing
activities . . . . . . . . . . . . . . . . . . . .
(11.7)
(0.2)
(0.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-
term borrowings and overdraft . .
5.2
Proceeds from the issuance of
long-term debt . . . . . . . . . . . . . . .
Repayment of long-term debt. . . . .
Payment of financing costs . . . . . . .
326.4
(400.1)
(23.4)
Net cash (used in) provided by
financing activities . . . . . . . . . . . .
(91.9)
Net cash provided by discontinued
operations . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on
cash and cash equivalents . . . . . .
Net increase (decrease) in cash
and cash equivalents . . . . . . . .
Cash and cash equivalents at
0.2
—
8.7
beginning of period . . . . . . . . .
18.7
1.0
—
—
—
1.0
—
0.1
(0.7)
1.0
(0.2)
—
(0.3)
—
(0.5)
—
2.2
(6.3)
33.1
—
—
—
—
—
—
—
—
—
—
—
—
(15.2)
2.5
(12.7)
6.0
326.4
(400.4)
(23.4)
(91.4)
0.2
2.3
1.7
52.8
Cash and cash equivalents at end
of period . . . . . . . . . . . . . . . . .
$ 27.4
$ 0.3
$26.8
$—
$ 54.5
F-65
Consolidating Condensed Statement of Cash Flow
For the Year Ended December 31, 2008
Products
Corporation
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in)
operating activities . . . . . . . . . . .
$ 37.0
$(3.7)
$ (0.2)
$—
$ 33.1
(0.7)
(4.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . .
Proceeds from the sale of assets of
discontinued operations. . . . . . . .
(15.4)
107.6
Proceeds from the sale of certain
assets including a non-core
trademark . . . . . . . . . . . . . . . . . .
Net cash provided by (used in)
6.1
—
—
investing activities . . . . . . . . . . . .
98.3
(0.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-
term borrowings and overdraft . .
3.6
0.5
Repayment under the 2006
Revolving Credit Facility, net . . .
(43.5)
Proceeds from the issuance of
long-term debt — affiliates . . . . .
Repayment of long-term debt. . . . .
Repayment of long-term debt
— affiliates. . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . .
170.0
(173.7)
(63.0)
(4.6)
Net cash (used in) provided by
financing activities . . . . . . . . . . . .
(111.2)
Net cash (used in) provided by
discontinued operations. . . . . . . .
(12.7)
—
—
—
—
—
0.5
—
—
7.5
2.9
(1.0)
—
—
(0.2)
—
—
(1.2)
0.5
Effect of exchange rate changes on
cash and cash equivalents . . . . . .
Net increase (decrease) in cash
—
(0.2)
(1.6)
and cash equivalents . . . . . . . .
11.4
(4.1)
Cash and cash equivalents at
beginning of period . . . . . . . . .
7.3
5.0
0.4
32.8
Cash and cash equivalents at end
of period . . . . . . . . . . . . . . . . .
$ 18.7
$ 0.9
$33.2
$—
$ 52.8
F-66
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(20.7)
107.6
13.6
100.5
3.1
(43.5)
170.0
(173.9)
(63.0)
(4.6)
(111.9)
(12.2)
(1.8)
7.7
45.1
Consolidating Condensed Statement of Cash Flow
For the Year Ended December 31, 2007
Products
Corporation
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by
operating activities . . . . . . . . . . .
$(12.3)
$ 0.7
$11.9
$—
$ 0.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . .
Proceeds from the sale of certain
assets including a non-core
trademark . . . . . . . . . . . . . . . . . .
(15.8)
1.8
(0.3)
(3.7)
—
0.6
Net cash used in investing
activities . . . . . . . . . . . . . . . . . . . .
(14.0)
(0.3)
(3.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-
term borrowings and overdraft . .
(1.7)
Repayment under the 2006
Revolving Credit Facility, net . . .
(14.0)
Proceeds from the issuance of
long-term debt . . . . . . . . . . . . . . .
Repayment of long-term debt. . . . .
Capital contribution from direct
parent, net . . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . .
—
(50.0)
98.9
(0.9)
Net cash provided by (used in)
financing activities . . . . . . . . . . . .
32.3
Net cash used in discontinued
operations . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on
cash and cash equivalents . . . . . .
Net increase in cash and cash
equivalents . . . . . . . . . . . . . . . .
Cash and cash equivalents at
beginning of period . . . . . . . . .
Cash and cash equivalents at end
of period . . . . . . . . . . . . . . . . .
—
—
6.0
1.3
—
—
—
—
—
—
—
—
(0.1)
0.3
4.8
(3.7)
—
0.7
(0.2)
—
—
(3.2)
(2.6)
0.6
3.6
29.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(19.8)
2.4
(17.4)
(5.4)
(14.0)
0.7
(50.2)
98.9
(0.9)
29.1
(2.6)
0.5
9.9
35.2
$ 7.3
$ 5.1
$32.7
$—
$ 45.1
F-67
REVLON, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2009, 2008 and 2007
(dollars in millions)
Schedule II
Balance at
Beginning
Year
Charged to
Cost and
Expenses
Other
Deductions
Balance at
End of
Year
Allowance for Doubtful Accounts(1):
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for Volume and Early Payment
Discounts(2):
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for Sales Returns(3):
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3.3
3.5
3.5
$ 13.5
15.2
13.7
$ 70.2
80.4
124.6
$ 0.9
0.4
(0.4)
$56.2
56.0
52.1
$86.0
84.7
92.3
$ (0.4)
(0.6)
0.4
$ (55.3)
(57.7)
(50.6)
$ (90.7)
(94.9)
(136.5)
$ 3.8
3.3
3.5
$14.4
13.5
15.2
$65.5
70.2
80.4
(1) Doubtful accounts written off, less recoveries, reclassifications and foreign currency translation adjustments.
(2) Discounts taken, reclassifications and foreign currency translation adjustments.
(3) Sales returns as a reduction to sales and cost of sales, and an increase to accrued liabilities and inventories.
F-68
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Revlon, Inc.
(Registrant)
By:
/s/ Alan T. Ennis
By:
/s/ Steven Berns
By:
/s/ Gina M. Mastantuono
Alan T. Ennis
President,
Chief Executive Officer and
Director
Steven Berns
Executive Vice President
and
Chief Financial Officer
Gina M. Mastantuono
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
Dated: February 25, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant on February 25, 2010 and in the capacities indicated.
Signature
Title
/s/ RONALD O. PERELMAN
(Ronald O. Perelman)
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
BARRY F. SCHWARTZ
(Barry F. Schwartz)
DAVID L. KENNEDY
(David L. Kennedy)
ALAN S. BERNIKOW
(Alan S. Bernikow)
PAUL J. BOHAN
(Paul J. Bohan)
MEYER FELDBERG
(Meyer Feldberg)
ANN D. JORDAN
(Ann D. Jordan)
DEBRA L. LEE
(Debra L. Lee)
TAMARA MELLON
(Tamara Mellon)
/s/ RICHARD J. SANTAGATI
(Richard J. Santagati)
/s/
KATHI P. SEIFERT
(Kathi P. Seifert)
Chairman of the Board and Director
Director
Vice Chairman and Directory
Director
Director
Director
Director
Director
Director
Director
Director
[THIS PAGE INTENTIONALLY LEFT BLANK]
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on shares of the Company’s Class A Common Stock with that of
the S&P 500 Index — Total Returns, the S&P 500 Household Products Index and the S&P 500 Personal Products Index through
December 31, 2009. The comparison for each of the periods presented below assumes that $100 was invested on December 31, 2004
in shares of the Company’s Class A Common Stock and the stocks included in the relevant indices, and that all dividends, if any, were
reinvested. These indices, which reflect formulas for dividend reinvestment and weighting of individual stocks, do not necessarily reflect
returns that could be achieved by individual investors.
FIVE-YEAR TOTAL STOCKHOLDER RETURN
REVLON, INC. VS. S&P INDICES
Comparison of 5 Year Cumulative Total return
Assumes Initial Investment of $100
December 2009
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
e
c
i
r
P
k
c
o
t
S
d
e
x
e
d
n
I
$0
12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
12/31/09
Revlon, Inc. Class A Common Stock
S&P 500 Household Products Index
S&P 500 Personal Products Index
S&P 500 Index - Total Returns
SOURCE: Zacks Investment Research, Inc.
NOTES:
The dollar amounts listed below have been rounded down to the whole dollar.
Year-end dates give effect to the last trading day for each respective year.
Summary
12/31/04 12/31/05 12/31/06 12/31/07 12/31/08 12/31/09
Revlon, Inc. Class A Common Stock . . . . . . . . . . .
S&P 500 Index — Total Returns . . . . . . . . . . . . . . .
S&P 500 Personal Products Index . . . . . . . . . . . . .
S&P 500 Household Products Index . . . . . . . . . . . .
$100
$100
$100
$100
$134
$104
$118
$104
$55
$121
$150
$120
$51
$128
$178
$138
$29
$80
$115
$119
$73
$102
$165
$127
SHAREHOLDER INFORMATION
REVLON, INC.
Common Stock and Related Stockholder Matters
The Company’s Class A Common Stock, par value $0.01 per share, is listed on the New York Stock Exchange (the “NYSE”) under the
symbol “REV.” The following table sets forth the range of high and low closing prices as reported by the NYSE for the Company’s Class A
Common Stock for each quarter in 2009 and 2008 (in each case, adjusted for the Company’s 1-for-10 reverse stock split effected in
September 2008).
QUARTER
First
Second
Third
Fourth
2009
2008
High
$ 7.23
5.95
6.27
19.75
Low
$2.30
2.48
4.34
4.65
High
$11.80
9.90
14.85
13.58
Low
$9.10
8.00
6.90
6.02
As of the close of business on December 31, 2009, there were 556 holders of record of the Company’s Class A Common Stock (which
does not include the number of beneficial owners holding indirectly through a broker, bank or other nominee). The closing price as
reported by the NYSE for the Company’s Class A Common Stock on December 31, 2009 was $17.01 per share.
The Company has not declared a cash dividend on its Class A Common Stock subsequent to the Company’s initial public offering in 1996
and does not anticipate that any cash dividends will be declared on its Class A Common Stock in the foreseeable future. The timing,
amount and form of dividends, if any, will depend on, among other things, the Company’s results of operations, financial condition, cash
requirements and other factors deemed relevant by the Company’s Board of Directors. The declaration and payment of dividends are
subject to the discretion of the Company’s Board of Directors and are subject to certain limitations under Delaware law, and are also
limited by the terms of the Company’s credit agreements, indenture and certain other debt instruments. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and Note 9 (“Long-Term Debt and Redeemable Preferred Stock”) of the
“Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009,
which was filed with the SEC on February 25, 2010, for a discussion of certain matters affecting the declaration and payment of dividends.
Transfer Agent & Registrar
American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
(800) 937-5449
Notice of Annual Meeting
The Annual Meeting of Stockholders will be held on June 3, 2010 at 10:00 a.m. at
Revlon, Inc.’s Research Center
2121 Route 27
Edison, NJ 08818
Independent Registered
Public Accounting Firm
KPMG LLP
New York, NY
Corporate Address
Revlon, Inc.
237 Park Avenue
New York, NY 10017
212-527-4000
Corporate and Investor Information
The Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010, is available
without charge upon written request to:
Revlon, Inc.
237 Park Avenue
New York, NY 10017
Attention: Investor Relations
A printable copy of such report is also available on the Company’s corporate website, www.revloninc.com, as well as the SEC’s website at
www.sec.gov.
Investor Relations and Media Contact
Elise A. Garofalo, Senior Vice President, Treasurer and Investor Relations
212-527-5264
Consumer Information Center
1-800-4-Revlon (1-800-473-8566)
Visit our Websites at
For investors:
www.revloninc.com
For consumers:
www.revlon.com
The product and brand names used throughout this report are registered or unregistered trademarks of Revlon Consumer Products
Corporation.
Printed in the U.S.A.
· 2010 Revlon, Inc.
This annual report contains forward-looking statements under the caption “Dear Shareholders” which represent the Company’s
expectations, beliefs and estimates as to future events and financial performance, including: (a) our strategic goal to profitably grow
our business, including to (1) build our strong brands, focusing on the key drivers of profitable growth: innovative, high-quality, consumer-
preferred brand offering (including our belief that our three-year product portfolio plans for all of our brands have given us a strong
pipeline of new products, while ensuring that our established franchises remain relevant and competitive), effective brand communi-
cation, appropriate levels of advertising and promotion and superb execution with our retail partners; (2) develop our organizational
capability, including our being focused on effective performance management, development planning, succession planning and
competitive compensation programs; (3) drive our company to act globally, including our belief as to opportunities to grow globally
through expanding existing brands with existing customers and through new distribution, geographies and channels, to capitalize on
growth opportunities, our driving the organization to think and act globally and ensuring appropriate allocation of resources; (4) increase
our operating profit and cash flow, including our plans to continually improve our processes and identify opportunities to reduce our costs;
and (5) improve our capital structure, including our belief that our capital structure provides us with the stability and flexibility to enable us
to execute our business strategy; (b) as we look forward, our plan to continue to build on the solid foundation and competitive operating
margin structure that we have established and our belief that the path forward for us, now, is to grow our net sales, globalize for better
results and groom our future leaders; (c) our plans to continue to manage our resources carefully, while maintaining a balanced
perspective on the long-term growth of our brands, and our plans to continue to focus on executing our business strategy while
monitoring economic and competitive conditions to adjust our plans as appropriate to maximize results; and (d) our plan to continue to
expand upon our incredible talent and capabilities, broad geographic reach, strong global brands and a heritage that recognizes the
importance of philanthropy to profitably grow our business. Forward-looking statements involve risks, uncertainties and other factors that
could cause actual results to differ materially from those expressed in any forward-looking statements. Please see Part I, Item 1A. “Risk
Factors” and Part II, “Forward-Looking Statements” in our Annual Report on Form 10-K included in this annual report for a full description
of these risks, uncertainties and other factors, as well as other important information with respect to our forward-looking statements.
Revlon, Inc. filed the CEO and CFO certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2,
respectively, to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on February 25, 2010.
On July 2, 2009, Revlon, Inc. filed the Annual CEO Certification, without qualification, pursuant to Section 303A.12(a) of the NYSE Listed
Company Manual.
Board of Directors
Officers
Investor Relations
Ronald O. Perelman
Chairman of the Board,
Revlon, Inc.;
Chairman and Chief Executive Officer,
MacAndrews & Forbes Holdings Inc.
Ronald O. Perelman
Chairman of the Board
David L. Kennedy***
Vice Chairman of the Board
Elise A. Garofalo
Senior Vice President,
Treasurer and Investor Relations
Alan T. Ennis***
President and Chief Executive Officer
Steven Berns***
Executive Vice President and Chief
Financial Officer
Chris Elshaw***
Executive Vice President and Chief
Operating Officer
Robert K. Kretzman***
Executive Vice President, Human
Resources, Chief Legal Officer and
General Counsel
Gina Mastantuono
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
Elise A. Garofalo
Senior Vice President,
Treasurer and Investor Relations
Mark M. Sexton
Senior Vice President, Taxes
Michael T. Sheehan
Senior Vice President,
Deputy General Counsel and
Secretary
David L. Kennedy
Vice Chairman of the Board,
Revlon, Inc.;
Senior Executive Vice President,
MacAndrews & Forbes Holdings Inc.
Alan T. Ennis
President and Chief Executive Officer
Alan S. Bernikow (1, 2)*
Retired Deputy Chief Executive Officer,
Deloitte & Touche LLP
Paul J. Bohan (1, 3)
Retired Managing Director,
Salomon Smith Barney
Meyer Feldberg (1, 3)**
Dean Emeritus,
Columbia Business School
Ann D. Jordan
Vice President, Development,
The National Symphony Orchestra;
Director,
Catalyst Inc.
Debra L. Lee (3)
Chairman and Chief Executive Officer,
BET Networks
Tamara Mellon
President and Founder,
J. Choo Limited
Richard J. Santagati (2, 3)
Retired President of Merrimack College
Barry F. Schwartz (2)
Executive Vice Chairman and Chief
Administrative Officer,
MacAndrews & Forbes Holdings Inc.
Kathi P. Seifert (1, 2)
Chairman,
Katapult, LLC
1.
2.
3.
Audit Committee member
Compensation Committee member
Nominating and Corporate Governance Committee member
*
**
***
Audit Committee Chairman; Compensation Committee Chairman
Nominating and Corporate Governance Committee Chairman
Executive Officer
2
0
0
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