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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, 2021
			For the fiscal year ended December 31, 2022
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from__________________ to _______________

Commission File Number

Registrant; State of Incorporation; Address and Telephone Number

IRS Employer Identification No.

1-11178

Revlon, Inc.

13-3662955

Delaware

One New York Plaza

55 Water Street

New York, New York 10004

New York, New York 10041

212-527-4000

33-59650

Revlon Consumer Products Corporation

13-3662953

Delaware

One New York Plaza

55 Water Street

New York, New York 10004

New York, New York 10041

212-527-4000

Securities registered pursuant to Section 12(b) or 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Revlon, Inc.

Class A Common Stock

~~REV~~REVRQ

~~New York Stock Exchange~~*

Revlon Consumer Products Corporation

None

N/A

*Revlon, Inc.'s Class A Common Stock began trading exclusively on the over-the-counter market on October 21, 2022 under the symbol REVRQ following receipt of a final delisting notice from the New York Stock Exchange on October 20, 2022.

Indicate by check mark if the registrants are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ 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.


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

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.


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

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company Emerging Growth Company Revlon, Inc. Yes ☐ No ☒ Yes ☒☐ No ☐☒ Yes ☐☒ No ☒☐ Yes ☒ No ☐ Yes ☐ No ☒ Revlon Consumer Products Corporation Yes ☐ No ☒ Yes ☐ No ☒ Yes ☒ No ☐ Yes ☒ No ☐ Yes ☐ No ☒

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

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act).

Revlon, Inc.

Yes

☐

☒

Revlon Consumer Products Corporation

Yes

☐

☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~Revlon,~~to ~~Inc.~~Section ~~Class~~12(b) Aof ~~Common~~the ~~Stock~~Act, ~~held~~indicate by ~~non-affiliates~~check ~~(using~~mark ~~the~~whether ~~New York Stock Exchange closing price as of June 30, 2021,~~ the ~~last~~financial ~~business~~statements ~~day~~ of the registrant's ~~most~~included ~~recently~~in ~~completed second fiscal quarter) was approximately $95,393,958. Accordingly,~~ the ~~registrant~~filing ~~qualifies~~reflect ~~under~~ the ~~SEC's~~correction ~~revised~~of ~~rules~~an aserror ato ~~"smaller~~previously ~~reporting~~issued ~~company~~financial statements."

~~Number~~Revlon, ofInc. ~~shares~~☐ ofRevlon ~~common~~Consumer ~~stock~~Products ~~outstanding~~Corporation ~~as of December 31, 2021:~~ ☐

Revlon, Inc. Class A Common Stock:			53,666,613
Revlon Consumer Products Corporation Common Stock:			5,260

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b).


Revlon, Inc.			☐
Revlon Consumer Products Corporation			☐

The aggregate market value of Revlon, Inc. Class A Common Stock held by non-affiliates (using the New York Stock Exchange closing price as of June 30, 2022, the last business day of the registrant's most recently completed second fiscal quarter) was approximately $43,676,149. Accordingly, the registrant qualifies under the SEC's revised rules as a "smaller reporting company."

Number of shares of common stock outstanding as of December 31, 2022:


Revlon, Inc. Class A Common Stock:			54,302,001
Revlon Consumer Products Corporation Common Stock:			5,260

At such date, (i) 46,223,321 shares of Revlon, Inc. Class A Common Stock were beneficially owned by MacAndrews & Forbes Incorporated and certain of its affiliates; and (ii) all shares of Revlon Consumer Products Corporation ("Products Corporation") Common Stock were held by Revlon, Inc.

Products Corporation meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-K as, among other things, all of Products Corporation's equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934, as amended, and which filed with the SEC on March 316, ~~2022~~2023 all of the material required to be filed pursuant to Section 13, 14 or 15(d) thereof. Products Corporation is therefore filing this Form 10-K with a reduced disclosure format applicable to Products Corporation.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Revlon, Inc.’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Stockholders' Meeting ~~to be held on or about June 2, 2022~~ are incorporated by reference into Part III of this Form 10-K.

REVLON, INC. AND SUBSIDIARIES

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

For the Year Ended December 31, ~~2021~~2022

INDEX

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1315
Item 1B.	Unresolved Staff Comments	3542
Item 2.	Properties	3642
Item 3.	Legal Proceedings	3642
Item 4.	Mine and Safety Disclosures	3644
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3745
Item 6.	Selected Financial Data	3745
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3846
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	5668
Item 8.	Financial Statements and Supplementary Data	5668
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5668
Item 9A.	Controls and Procedures	5769
Item 9B.	Other Information	5769
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5971
Item 11.	Executive Compensation	5971
Item 12.	Security Ownership of Certified Beneficial Owners and Management and Related Stockholder Matters	5971
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5971
Item 14.	Principal Accountant Fees and Services	5972
PART IV
Item 15.	Exhibits and Financial Statements	6274
	Index to Consolidated Financial Statements	F-1
	Revlon, Inc. Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)	F-2
	Revlon, Inc. Report of Independent Registered Public Accounting Firm (Internal Control Over Financial Reporting)	F-4
	Revlon Consumer Products Corporation Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)	F-4
	Revlon Consumer Products Corporation Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)	F-5
	Financial Statements	F-5
	Financial Statements	F-7
Item 16.	Form 10-K Summary
	Signatures
	Certifications
	Exhibits

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REVLON, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

Item 1. Business

Background

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

The Company was founded over 90 years ago by Charles Revson, who revolutionized the cosmetics industry by introducing nail enamels matched to lipsticks in fashion colors. Today, the Company continues Revson's legacy by producing and marketing innovative products that address consumers' wants and needs for beauty and personal care products.

The Company is a leading global beauty company with an iconic portfolio of brands. The Company develops, manufactures, markets, distributes and sells worldwide an extensive array of beauty and personal care products, including color cosmetics, hair color, hair care and hair treatments, fragrances, skin care, beauty tools, men’s grooming products, anti-perspirant deodorants and other beauty care products across a variety of distribution channels. The Company is entrepreneurial, agile and boldly creative, with a passion for beauty. The Company has a diverse portfolio of iconic brands that it continues to evolve and transform, with the goal of inspiring and attracting consumers around the world wherever and however they shop for beauty. The Company is committed to operating as an ethical business and driving sustainable and responsible growth.

Business Strategy

The Company remains focused on its 3 key strategic pillars to drive its future success and growth. First, strengthening its iconic brands through innovation and relevant product portfolios; second, building its capabilities to better communicate and connect with its consumers through media channels where they spend the most time; and third, ensuring availability of its products where consumers shop, both in-store and increasingly online. The Company has continued to deliver against the objectives of the Revlon 2020 Restructuring Program (subsequently renamed during 2021 the Revlon Global Growth Accelerator, “RGGA”, as herein after defined), which includes rightsizing our organization with the objectives of driving improved profitability, cash flow and liquidity. The Company is also managing the business to conserve cash and liquidity, as well as continuing to focus on stabilizing the business, growing e-commerce and preparing the foundation for achieving future growth.

~~Strategic~~Voluntary ~~Review~~Reorganization under Chapter 11

~~MacAndrews~~On &June ~~Forbes~~15, 2022 (the “Petition Date”), Revlon Inc. and certain of its subsidiaries, including Revlon Consumer Products Corporation (collectively, the ~~Company~~“Debtors”), ~~continue~~filed tovoluntary ~~explore~~petitions ~~strategic~~(the ~~transactions~~“Bankruptcy ~~involving~~Petitions”) for reorganization under Chapter 11 of the ~~Company~~United ~~and~~States ~~third~~Bankruptcy ~~parties.~~Code ~~This~~(the ~~review~~“Bankruptcy isCode”) ~~ongoing~~in ~~and~~the ~~remains~~United ~~focused~~States onBankruptcy ~~exploring~~Court ~~potential~~(the ~~options~~“Bankruptcy Court”) for the ~~Company's~~Southern ~~portfolio~~District ~~and~~of ~~regional~~New ~~brands~~York (Case No. 22-10760) (collectively, the “~~Strategic~~Chapter ~~Review~~11 Cases”). Since the Petition Date, the Debtors have operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~Financial~~As ~~Information~~previously ~~about~~disclosed ~~Operating~~by ~~Segments~~the Company, the filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s obligations under the following debt instruments:

~~Operating~~•Term ~~segments~~Loan ~~include~~Agreement, ~~components~~dated as of anSeptember ~~enterprise~~7, ~~about~~2016 ~~which~~(as ~~separate~~amended, ~~financial~~the ~~information~~"2016 isTerm ~~available~~Loan ~~that~~Agreement" isor ~~evaluated regularly by~~ the ~~chief~~"2016 ~~operating~~Term ~~decision~~Loan ~~maker (the Company's~~ Facility"~~Chief Executive Officer"~~), inby ~~deciding how to allocate resources~~ and inamong ~~assessing~~Products ~~the Company's performance. As a result of the similarities in the procurement~~Corporation, ~~manufacturing and distribution processes for the Company’s products~~Revlon, ~~much~~certain oflenders ~~the~~party ~~information~~thereto ~~provided in the Audited Consolidated Financial Statements~~ and ~~provided in the segment table below is similar to~~Citibank, ~~or the same as, that reviewed on a regular basis by the Company's Chief Executive Officer~~N. ~~The Company operates in four brand-centric reporting units that are aligned with its organizational structure based on four global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances~~A. ~~The Company manufactures~~, ~~markets~~as ~~and~~administrative ~~sells~~agent ~~an extensive array of beauty~~ and ~~personal~~collateral ~~care products worldwide~~agent, ~~including~~related ~~color~~to ~~cosmetics;~~$872.4 ~~fragrances;~~million ~~skin~~outstanding ~~care;~~aggregate ~~hair~~principal ~~color,~~amount ~~hair~~of ~~care and hair treatments~~loans; ~~beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products.~~

As•Asset-Based Revolving Credit Agreement, dated as of ~~December 31~~September 7, ~~2021~~2016 (as amended, the ~~Company’s~~“Amended ~~operations~~2016 ~~are~~Revolving ~~organized~~Credit ~~into~~Agreement” or the ~~following~~"Amended ~~reportable~~2016 ~~segments:~~Revolving Credit Facility"), by and among Products Corporation, certain local borrowing subsidiaries from time to time party thereto, Revlon, certain lenders party thereto and MidCap Funding IV Trust, as administrative agent and collateral agent, related to $289.0 million outstanding aggregate principal amount of loans, consisting of $109.0 million of Tranche A revolving loans, $50.0 million of Tranche B first-

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~~stores~~in, ~~chemist shops, hypermarkets, general merchandise stores, e~~last-~~commerce~~out ~~sites,~~term ~~television~~loans ~~shopping,~~(the ~~department~~"2020 ~~stores,~~ABL ~~professional~~FILO ~~hair~~Term ~~and~~Loan ~~nail~~Facility") ~~salons, one-stop shopping beauty retailers~~ and ~~specialty cosmetic stores in the U~~$130.S.0 ~~and~~million ~~internationally~~of loans under ~~brands~~the ~~such~~Company's assenior ~~Revlon~~secured second-in, ~~color~~second-out ~~cosmetics;~~term ~~Revlon~~loan ~~ColorSilk~~facility ~~and~~(the ~~Revlon~~"SISO ~~Professional~~Term inLoan ~~hair color~~Facility"); ~~and Revlon in beauty tools.~~

•BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, the “ 2020 BrandCo Credit Agreement” or "2020 BrandCo Facilities"), by and among Products Corporation, Revlon, the other loan parties and lenders party thereto and Jefferies Finance LLC, as administrative agent, related to $1,878.0 million outstanding aggregate principal amount of loans; and

•Indenture, dated as of August 4, 2016 (as amended, the "6.25% Senior Notes Indenture"), between Products Corporation and U.S. Bank National Association, as Trustee, governing the 6.25% Senior Notes which mature on August 1, 2024, of which $431.3 million aggregate principal amount were outstanding.

The debt instruments set forth above provide that as a result of the Bankruptcy Petitions, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the debt instruments set forth above are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the debt instruments set forth above are subject to the applicable provisions of the Bankruptcy Code. In addition, the filing of the Bankruptcy Petitions and resulting event of default under the debt instruments set forth above constituted an event of default under the Asset-Based Term Loan Credit Agreement, dated as of March 2, 2021 (as amended, the “2021 Foreign Asset-Based Term Agreement”) by and among Revlon Finance LLC, as the borrower, the guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent. The 2021 Foreign Asset-Based Term Agreement lenders agreed not to enforce remedies, subject to the terms and conditions of a forbearance agreement, and the 2021 Foreign Asset-Based Term Agreement was subsequently repaid in full and discharged.

The Debtors have obtained requested relief from the Bankruptcy Court that enables the Debtors to maintain business-as-usual operations and uphold their respective commitments to their stakeholders, including employees, customers, and vendors during the restructuring process, subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. While the Chapter 11 Cases are pending, the Debtors have not made, and do not anticipate making, interest payments due under the majority of their debt instruments; however, the Debtors expect to pay interest payments in full as they come due under the DIP Facilities (as defined below) and certain other senior secured debt instruments.

DIP Facilities

On June 17, 2022, Revlon, Products Corporation, and certain of its subsidiaries entered into (i) a superpriority senior secured debtor-in-possession asset-based loan facility (the “DIP ABL Facility”), in the maximum aggregate principal amount of $400 million, (ii) a superpriority senior secured debtor-in-possession term loan facility (the “DIP Term Loan Facility”), in the aggregate principal amount of $575 million, and (iii) a superpriority junior secured debtor-in-possession intercompany credit facility (the “Intercompany DIP Facility” and, together with the DIP ABL Facility and the DIP Term Loan Facility, the “DIP Facilities”) with certain Debtors that are “BrandCos” under the Company’s previously disclosed 2020 BrandCo Credit Agreement (the “BrandCos”).

Restructuring

Under the terms of the Restructuring Support Agreement and the Plan (each as described below and elsewhere in this 2022 Form 10-K), the Plan, once consummated, will reduce the Debtors’ total debt burden by approximately $2.7 billion and capitalize the Company with approximately $1.4 billion of new money debt and equity investments. The Company is expected to emerge from Chapter 11 bankruptcy as a privately held company by no later than April 28, 2023 (such reorganized entity, "Reorganized Holdings"). The Plan also includes a global settlement of litigation claims by certain of the Company’s lenders. The Plan is subject to approval by the Bankruptcy Court.

Restructuring Support Agreement

On December 19, 2022, Revlon, Products Corporation, and certain of Revlon’s direct and indirect subsidiaries (collectively, the “Company Parties”) entered into a Restructuring Support Agreement (as amended the “Restructuring Support Agreement”) with certain of the Company’s prepetition lenders under the 2020 BrandCo Credit Agreement (the “Consenting BrandCo Lenders”), and the Official Committee of Unsecured Creditors in the Debtors’ Chapter 11 Cases (the "Creditors' Committee" and together with the Consenting BrandCo Lenders, the “Original Consenting Creditor Parties” and, together with the Company Parties, the "Original RSA Parties”). On February 21, 2023, the Company Parties amended and restated the Restructuring Support Agreement with the Original Consenting Creditor Parties and certain of the Company’s prepetition lenders under the Company’s 2016 Term Loan Agreement (the “Consenting 2016 Lenders”, and together with the Original Consenting Creditor Parties, the “Consenting Creditor Parties,” and together with the Company Parties, the “RSA Parties”). The Restructuring Support Agreement contains certain covenants on the part of the RSA Parties, including, but not limited to, the

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REVLON, INC. AND SUBSIDIARIES

Consenting Creditor Parties voting in favor of the Plan (as defined below), and provides that the Debtors shall achieve certain milestones (unless extended or waived in writing). For additional information on the Restructuring Support Agreement, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Form 10-K").

Plan and Disclosure Statement

On December 23, 2022, the Debtors filed a Joint Plan of Reorganization of Revlon, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and a related proposed disclosure statement. On February 21, 2023, the Debtors filed the First Amended Joint Plan of Reorganization of Revlon, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”) and a related proposed form of Disclosure Statement (the “Disclosure Statement”) with the Bankruptcy Court. The Plan is intended to implement the restructuring contemplated by the Restructuring Support Agreement. Also, on February 21, 2023, the Debtors filed the solicitation versions of the Plan and the Disclosure Statement, and the Bankruptcy Court entered an order approving the Disclosure Statement (the “Disclosure Statement Order”). The Plan and Disclosure Statement, along with other solicitation materials, were distributed by the Debtors’ notice and claims agent, Kroll, to creditors entitled to vote on the Plan in accordance with the applicable deadlines set by the Disclosure Statement Order.

The Plan and the Disclosure Statement describe, among other things, the proposed Plan; the restructuring contemplated by the Restructuring Support Agreement; the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the proposed Plan from certain of the Debtors’ creditors; and certain other aspects of the restructuring, including the expectation that the Company will emerge from Chapter 11 bankruptcy as a privately held company and its outstanding equity will be cancelled. For additional information on the Plan and the Disclosure Statement, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this 2022 Form 10-K.

Equity Rights Offering, Backstop Commitment Agreement and Debt Commitment Letter

On January 17, 2023, the Debtors entered into a Backstop Commitment Agreement (as amended, the “Backstop Commitment Agreement”) with certain of the Consenting BrandCo Lenders (the “Original Equity Commitment Parties”), pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, an equity rights offering (the "Equity Rights Offering") in the aggregate amount of $650 million. On February 21, 2023, as contemplated by the Restructuring Support Agreement, the Company Parties amended and restated the Backstop Commitment Agreement with the Original Equity Commitment Parties and certain of the Consenting 2016 Lenders (together with the Original Equity Commitment Parties, the “Equity Commitment Parties”), pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, an upsized $670 million Equity Rights Offering, subject to reduction on account of the Excess Liquidity Cutback as discussed herein.

Also on January 17, 2023, the Debtors entered into a Debt Commitment Letter (the “Debt Commitment Letter”) with certain of the Consenting BrandCo Lenders (the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties have committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior first lien term loan facility upon emergence from Chapter 11. For additional information on the Backstop Commitment Agreement and the Debt Commitment Letter, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this 2022 Form 10-K.

NYSE Delisting Proceedings

As a result of the filing of the Chapter 11 Cases, on October 20, 2022, the New York Stock Exchange (the “NYSE”) informed us that the Company’s Class A common stock (the "Class A Common Stock") was no longer suitable for listing on the NYSE and the NYSE suspended trading in the Company's Class A Common Stock. On October 21, 2022, the NYSE applied to the Securities and Exchange Commission (the "SEC") pursuant to Form 25 to remove the Company’s Class A Common Stock from listing and registration on the NYSE at the opening of business on November 1, 2022. As a result of the suspension and delisting, the Company's Class A Common Stock began trading exclusively on the OTC market on October 21, 2022 under the symbol “REVRQ.”

Financial Information about Operating Segments

Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company's "Chief Executive Officer") in deciding how to allocate resources and in assessing the Company's performance. The Company operates in four brand-centric reporting units that are aligned with its organizational structure based on four global brand teams: Revlon; Elizabeth Arden; Portfolio; and

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Fragrances. The Company manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products.

As of December 31, 2022, the Company’s operations are organized into the following reportable segments:

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

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

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

•Fragrances - The Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances, as well as the distribution of prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as: (i) Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Elizabeth Taylor, Christina Aguilera, and Jennifer Aniston ~~and Mariah Carey~~ in celebrity fragrances; and (iii) Curve, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, ‹PS› (logo of former Paul Sebastian brand), Alfred Sung, Halston, Geoffrey Beene and White Diamonds in mass fragrances.

For certain information regarding the Company's segments' performance, foreign and domestic operations and classes of similar products, refer to Note 16, "Segment Data and Related Information," to the Company’s Audited Consolidated Financial Statements in this ~~Annual~~2022 ~~Report on~~ Form 10-K ~~for the fiscal year ended December 31, 2021 (the "2021 Form 10-K")~~.

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Products

The following table sets forth the Company's principal brands that are included in its Revlon, Elizabeth Arden, Portfolio and Fragrances segments by product category:

Segment

COSMETICS

HAIR

MEN'S GROOMING

BEAUTY TOOLS

FRAGRANCES

ANTI-PERSPIRANT DEODORANTS

SKIN CARE / BODY CARE

Owned

Licensed*

Revlon

Revlon ColorSilk

Revlon

Revlon ColorStay

Revlon Professional

Elizabeth Arden

Elizabeth Arden White Tea

Visible Difference

Elizabeth Arden 5th Avenue

Elizabeth Arden Ceramide

Elizabeth Arden Green Tea

Elizabeth Arden Pro

Elizabeth Arden Red Door

Prevage

Elizabeth Arden Always Red

Skin Illuminating

Eight Hour

SUPERSTART

Portfolio

CND

Creme of Nature

American Crew

Mitchum

Gatineau***

Almay

Intercosmo

d:fi

SinfulColors

Orofluido

Cutex

Llongueras*

Fragrances

Curve

Juicy Couture

Giorgio Beverly Hills

John Varvatos

Charlie

AllSaints****

Halston

Britney Spears

Jean Naté

Christina Aguilera

‹PS›**

Elizabeth Taylor

PS**

Elizabeth Taylor

White Diamonds

Jennifer Aniston****

Mariah Carey

Alfred Sung

Ed Hardy

Lucky Brand

Geoffrey Beene

*Licensed from a third party.

** Logo of former Paul Sebastian brand.

*** Gatineau brand sold during 2021.

6****Licenses rejected or expired as of December 31, 2022.

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The Company operates in four operating segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances, which represent the Company's four reporting segments. For certain information regarding the Company's segments and domestic and foreign operations, refer to Note 16, "Segment Data and Related Information," to the Company’s Audited Consolidated Financial Statements in this ~~2021~~2022 Form 10-K. Further information on the Company's brands by segment appears below.

Revlon Segment:

The Company’s Revlon segment includes cosmetics, hair color and hair care, beauty tools and skin care products sold in approximately 150 countries in the mass retail channel, large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department stores, professional hair and nail salons, one-stop shopping beauty retailers and specialty cosmetics stores in the U.S. and internationally.

Cosmetics - The Company manufactures and markets a broad range of cosmetics, including face, lip, eye and nail products. Certain of the Company’s products incorporate patented, patent-pending or proprietary technology into their production, formulation or design. See "Research and Development" for more information.

•Revlon: The Company sells a broad range of cosmetics under its flagship Revlon brand, which are designed to fulfill consumer wants and needs and are principally priced in the upper range for large volume retailers. The Revlon brand is comprised of face makeup, including foundation, powder, blush and concealers; lip makeup, including lipstick, lip gloss and lip liner; eye makeup, including mascaras, eyeliners, eye shadows and brow products; and nail color. Revlon products include innovative formulas and attractive colors that appeal to a wide range of consumers. The following are the key brands within the Revlon segment:

◦Revlon ColorStay offers consumers a full range of products with long-wearing technology in face, lip, eye, and nail;

◦Revlon PhotoReady products that are offered in face and eye makeup and are designed with innovative photochromatic pigments that bend and reflect light to give a flawless, airbrushed appearance in any light;

◦Revlon Age Defying, which consists of face makeup for women in the over-35 age bracket, with ingredients to help reduce the appearance of fine lines and wrinkles;

◦Revlon Ultra HD, which is a liquid-based lip color offered globally; and a one-coat vegan and 20-free nail color;

◦Revlon Super Lustrous, which is the Company’s flagship wax-based lip color and is offered in a wide variety of shades of lipstick and lip gloss; and

◦Revlon So Fierce, which is a line of trend forward eyeliner, mascara, and eye shadow products that offer unique textures and shades to create bold looks.

Hair - The Company sells hair color, hair care and hair treatment products primarily under the Company's Revlon ColorSilk and Revlon Professional franchises.

•Revlon ColorSilk hair color and hair care products are sold throughout the world in the mass retail channel to large volume retailers and other retailers and provide radiant, long-lasting color that leaves hair nourished, hydrated and ultra-conditioned.

•Revlon Professional includes hair color, hair care and hair treatment products that are distributed exclusively to professional salons, salon professionals and salon distributors and are sold in more than 85 countries. Revlon Professional is synonymous with innovation, fashion and technology to service the most creative salon professionals and their clients. Revlon Professional salon hair color and hair care products include Revlonissimo, Eksperience, Nutri Color Creme, UniqOne and Revlon Professional Equave.

Beauty tools - The Company sells Revlon beauty tools, which include nail, eye, skin and manicure and pedicure grooming tools, eye lash curlers and a full line of makeup brushes under the Revlon brand name.

Elizabeth Arden Segment:

The Elizabeth Arden segment is comprised of the Company's Elizabeth Arden branded products. The Elizabeth Arden segment markets, distributes and sells fragrances, skin care and color cosmetics primarily to prestige retailers, department and specialty stores, perfumeries, boutiques, e-commerce sites, the mass retail channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce website, in the U.S. and internationally.

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The Elizabeth Arden segment is comprised of skin care, color cosmetics and fragrances under the Elizabeth Arden brand, including the following:

Skin Care: Elizabeth Arden sells skin care and color cosmetics products including Visible Difference, Ceramide, SUPERSTART, Prevage, Eight Hour and Skin Illuminating.

Fragrances: The Elizabeth Arden segment produces fragrances including Elizabeth Arden 5th Avenue, Elizabeth Arden White Tea, Elizabeth Arden Red Door and Elizabeth Arden Green Tea.

Portfolio Segment:

The Company’s Portfolio segment includes a comprehensive lineup of products sold to hair and nail salons and professional salon distributors, including hair color, shampoos, conditioners, styling products, nail polishes and nail enhancements. The Portfolio segment also includes a multi-cultural line of products sold in both professional salons, large volume retailers and mass retailers.

•American Crew ~~and d~~:~~fi:~~ The Company sells men’s styling, hair care, and other grooming products for use and sale by professional salons and barber shops under the American Crew brand name. The brand is also distributed in select retailers, both on and offline. In 2020, the American Crew brand introduced a Lather Shave Cream, Finishing Spray, and Detox Shampoo, as well as relaunched three other formulas within its extensive hair care line of shampoos and conditioners. American Crew is the "Official Supplier to Men" of quality grooming products that provide the ultimate usage experience and enhance a man’s personal image. American Crew is the leading salon brand created specifically for men and is sold in more than 70 countries (as well as being sold direct-to-consumer on its americancrew.com website). ~~The Company also sells unisex hair products under the d:fi brand, which is a value-priced full line of cleansing, conditioning and styling products.~~

•d:fi: The Company also sells unisex hair products under the d:fi brand, which is a value-priced full line of cleansing, conditioning and styling products.

•Almay: The Company’s Almay brand consists of hypo-allergenic, dermatologist-tested, fragrance-free cosmetics and skin care products. The Almay brand is comprised of face makeup, including foundation, pressed powder, primer and concealer; eye makeup, including eye shadows, mascaras and eyeliners; lip makeup; and makeup removers. Key brands within Almay include Almay Smart Shade in face; Almay Intense Eye Color in eye; and Almay Color + Care in lip. The Almay brand also has a significant makeup remover business under the core Almay brand name.

•SinfulColors: The Company's SinfulColors brand consists of nail enamels in bold, vivid and on-trend colors.

•Cutex: The Company's Cutex brand consists of nail care products, including both nail polish remover and nail care treatments.

•CND: The Company sells nail enhancement systems, nail polishes, gel nail color, treatment products, nail service accessories, electronics, SPA products and services for use by the professional nail salon industry under the CND brand name. CND-branded professional nail, hand and foot care products are sold in more than 50 countries. CND nail products include:

◦CND Shellac brand 14+ day nail color system, which delivers 14+ days of flawless wear, superior color and mirror shine with zero dry-time and no nail damage. The CND Shellac system is a true innovation in chip-free, extended-wear nail color.

◦CND Vinylux weekly polish, a breakthrough nail polish that uses a patent-pending technology and lasts approximately a week. While ordinary polishes become brittle and deteriorate over time, CND Vinylux dries with exposure to natural light to a flawless finish and strengthens its resistance to chips over time.

◦In 2020, CND launched the CND PLEXIGEL brand in nail color and nail care. Further key brands within CND include: CND Brisa Sculpting Gel, CND Retention+, CND Radical Solarnail, CND LED Lamp, CND SPA and CND Scentsations.

•Mitchum: The Company's Mitchum brand consists of anti-perspirant deodorant products for men and women, with patented ingredients that provide consumers with up to 48 hours of protection.

•The Company sells professional hair products under brand names such as Orofluido and Intercosmo, as well as under the premium priced Llongueras brand (licensed from a third party) in Spain. Multi-cultural hair-care products are sold under the Creme of Nature brand, primarily in the U.S., to professional salons, large volume retailers and other retailers.

•The Company also sold certain skin care products in the U.S. and internationally under various regional brands, including the Company's Gatineau brand. The Company's Gatineau brand was sold during 2021.

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Fragrances Segment:

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

The Company also distributes approximately 7027 additional prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers and specialty stores and mass retailers, including mid-tier and chain drug retailers, e-commerce sites and other international and travel retailers.

Marketing

The Company uses various marketing techniques depending on the brand, type of product or target customer, among other variables. For its mass retail products, the Company markets its extensive product lines covering a broad range of price points within large volume retailers and e-commerce sites in the U.S. and within large volume retailers and other retailers internationally. The Company uses social media and other digital marketing, television, outdoor and print advertising and public relations and influencer marketing, as well as point-of-sale merchandising, including displays and samples, coupons and other trial incentives. The Company coordinates its marketing and advertising campaigns for new product launches and innovation with an omni-channel approach. The Company develops, jointly with retailers, customized, tailored point-of-purchase and other focused marketing programs.

The Company also uses cooperative advertising programs, Company-paid or Company-subsidized demonstrators and coordinates in-store promotions and displays. Other marketing strategies, including trial-size products and couponing, are designed to introduce the Company's newest products to consumers and encourage trial and purchase in-store.

For Elizabeth Arden products, the Company’s approach is focused on generating strong retailer and consumer demand across its key brands. The Company emphasizes a competitive marketing mix for each brand and implements plans that are designed to ensure that each brand's positioning is carried through consistently across all consumer touch points. The Company is increasingly leveraging new media, such as social networking and mobile and digital applications, along with traditional consumer reach vehicles, such as television and magazine print advertising, to engage with its consumers through their personally-preferred technologies. Marketing programs for the Company's Elizabeth Arden brands are also integrated with significant cooperative advertising programs that the Company plans and executes with its retailers, often linked with new product innovation and promotions.

For products primarily sold to professional salons and distributors, the Company markets products through educational seminars on such products' application methods and consumer benefits. In addition, the Company uses professional trade advertising, social media and other digital marketing, displays and samples to communicate to professionals and consumers the quality and performance characteristics of its products. In some countries, the Company's direct sales force provides customers with point of sale communication and merchandising for its professional products.

The Company believes that its presence in professional salons benefits the marketing and sale of its products sold through other channels, such as mass retailers or specialty stores, as it enables the Company to improve many of its other product categories, such as hair color, hair care, nail color, nail care and skin care. The presence of regional brands internationally provides the Company with broader brand, geographic coverage and retail diversification beyond large volume retailers, among others.

Additionally, the Company maintains many brand-specific websites, such as www.revlon.com, www.elizabetharden.com, www.almay.com, www.revlonprofessional.com, www.americancrew.com, www.cnd.com and www.mitchum.com, devoted to the Revlon, Elizabeth Arden, Almay, Revlon Professional, American Crew, CND and Mitchum brands, respectively. Each of these websites features product and promotional information for the brands and are updated regularly to stay current with the Company's new product launches and other marketing, advertising and promotional campaigns. The Company sells direct-to-consumer on-line through its elizabetharden.com, americancrew.com and ~~juicycouturebeauty~~revlonprofessional.com websites.

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Research and Development

The Company believes that it is an industry leader in the development of innovative and technologically-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 these needs and preferences. The Company's research and development group is comprised of departments specialized in the technologies critical to many of the Company's product lines. The Company also utilizes specialty laboratories and manufacturers in its supply chain for the development of certain new products, such as fragrances and skin care. The Company continues to refine its rigorous process for the ongoing development and evaluation of new product concepts, led by executives in marketing, sales, research and development, and including input from operations, law and finance. This process has created a comprehensive, long-term portfolio strategy that is intended to optimize the Company's ability to regularly launch innovative new product offerings and to effectively manage the Company’s product portfolio.

The Company operates an extensive research and development facility in Edison, New Jersey for products under brands such as Revlon, Almay and Elizabeth Arden. The Company also has research facilities for its professional products in the U.S. (in California and Florida), Spain and Mexico. The scientists at these various facilities are responsible for performing all of the Company’s research and development activities for new products, ideas, concepts and packaging. The Company’s package development and engineering function is also part of the greater research and development organization and fosters a strong synergy of package and formula development, which is integral to a product’s success. The research and development group 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.11

AsTable of December 31, 2021, the Company employed approximately 200 people in its research and development activities, including specialists in pharmacology, toxicology, chemistry, microbiology, engineering, biology, dermatology and quality assurance. Contents

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The Company operates an extensive research and development facility in Edison, New Jersey for products under brands such as Revlon, Almay and Elizabeth Arden. The Company also has research facilities for its professional products in the U.S. (California), Spain and Mexico. The scientists at these various facilities are responsible for performing all of the Company’s research and development activities for new products, ideas, concepts and packaging. The Company’s package development and engineering function is also part of the greater research and development organization and fosters a strong synergy of package and formula development, which is integral to a product’s success. The research and development group 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.

As of December 31, 2022, the Company employed approximately 200 people in its research and development activities, including specialists in pharmacology, toxicology, chemistry, microbiology, engineering, biology, dermatology and quality assurance.

Manufacturing and Related Operations and Raw Materials

During ~~2021~~2022, the Company’s products were primarily produced at the Company’s facilities in the U.S. (North Carolina and Florida), Spain, Mexico, South Africa, and Italy. The Company's products were also produced by third-party suppliers and contract manufacturers in the U.S. and Europe.

The Company continually reviews its manufacturing needs against its manufacturing capacities to identify opportunities to reduce costs and operate more efficiently. The Company continuously pursues reductions in cost of goods through the global sourcing of raw materials and components from qualified vendors, leveraging its purchasing capacity to optimize cost reductions. The Company’s global sourcing strategy from qualified vendors is also designed to provide that the Company maintains a continuous supply of high-quality raw materials and components.

Distribution

The Company's products are sold in approximately 150 countries across six continents. The Company utilizes a dedicated sales force in countries where the Company maintains operations, and also utilizes sales representatives and independent distributors to serve certain territories and retailers. (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 effect on the Company's business, prospects, results of operations, financial condition and/or cash flows" and "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

United States. Net sales in the U.S. accounted for approximately 4746% of the Company's ~~2021~~2022 net sales, which were made in multiple channels, including mass and prestige retail, e-commerce sites and specialty cosmetics stores. The Company also sells a broad range of beauty products to U.S. ~~Government~~government military exchanges and commissaries. The Company licenses its Revlon trademark to select manufacturers for complementary 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, ~~2021~~2022, 8 of such licenses were in effect relating to more than 20 product categories, which are marketed principally in the mass retail channel. Pursuant to such licenses, the Company retains 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 or other payments.

The Company sells its products through the mass retail channel, prestige retailers, perfumeries, boutiques, department and specialty stores, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and e-commerce business. In 2019 and 2018, the Company launched direct-to-consumer on-line selling capabilities on its elizabetharden.com, juicycouturebeauty.com, and americancrew.com websites. In 2020, the Company continued expansion of its e-commerce business in various markets. Retail merchandisers 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 retailers. Products for use in professional salons are sold primarily through wholesale beauty supply distributors in the U.S.

10Outside of the United States. Net sales outside the U.S. accounted for approximately 54% of the Company's 2022 net sales. The three countries outside the U.S. with the highest net sales were China, Australia and the U.K. which together accounted for approximately 17% of the Company's 2022 net sales. The Company distributes its mass retail products, prestige products and fragrances through large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department and specialty stores, one-stop shopping beauty retailers, perfumeries, boutiques, travel retailers and distributors. Products for use in professional hair and nail salons are sold directly to the salons by the Company's direct sales force in countries where it has operations and through wholesale beauty supply distributors in other countries outside the U.S.

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~~elizabetharden.com,~~At ~~juicycouturebeauty.com~~December 31, ~~and americancrew.com websites. In 2020~~2022, the Company ~~continued~~actively ~~expansion~~sold of its ~~e-commerce~~products ~~business~~through inwholly-owned ~~various~~subsidiaries ~~markets.~~established ~~Retail~~in ~~merchandisers~~approximately ~~maintain~~25 ~~the~~countries ~~Company's~~outside ~~point-~~of~~-sale~~ ~~wall~~the ~~displays~~U.S., ~~intended~~as towell ~~ensure~~as ~~that~~through ~~high-selling~~joint ~~SKUs~~ventures ~~are~~ in ~~stock~~Asia and ~~to ensure~~ the ~~optimal~~Middle ~~presentation~~East, ofand ~~the~~through ~~Company's~~a ~~products~~large innumber ~~retailers.~~of ~~Products~~independent ~~for~~distributors ~~use~~and inlicensees ~~professional~~elsewhere ~~salons~~around ~~are sold primarily through wholesale beauty supply distributors in~~ the Uworld.S.

Outside of the United States. Net sales outside the U.S. accounted for approximately 53% of the Company's 2021 net sales. The three countries outside the U.S. with the highest net sales were China, Australia and the U.K. which together accounted for approximately 18% of the Company's 2021 net sales. The Company distributes its mass retail products, prestige products and fragrances through large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department and specialty stores, one-stop shopping beauty retailers, perfumeries, boutiques, travel retailers and distributors. Products for use in professional hair and nail salons are sold directly to the salons by the Company's direct sales force in countries where it has operations and through wholesale beauty supply distributors in other countries outside the U.S.

At December 31, 2021, the Company actively sold its products through wholly-owned subsidiaries established in approximately 25 countries outside of the U.S., as well as through joint ventures in Asia and the Middle East, and through a large number of independent distributors and licensees elsewhere around the world.

Customers

The Company's principal customers for its mass retail products, prestige products and fragrances include large volume retailers and chain drug stores, including well-known retailers such as Walmart, CVS, Target, Kohl’s, Walgreens, TJ Maxx and Marshalls, department stores such as Macy’s, Dillard’s, Ulta, Belk and Sephora in the U.S.; Shoppers DrugMart in Canada; A.S. Watson & Co. retail chains in Asia Pacific and Europe; Walgreens Boots Alliance in the U.S. and the U.K.; Debenhams and Superdrug Stores in the U.K.; as well as a range of specialty stores, perfumeries and boutiques such as The Perfume Shop, Hudson’s Bay, Shoppers Drug Mart, Myer, Douglas and various international and travel retailers such as Nuance, Heinemann and World Duty Free throughout various international regions, and e-commerce retailers such as Tmall in China.

The Company's principal customers for its professional products include Beauty Systems Group, Salon Centric and Ulta Salon, Cosmetics & Fragrance, as well as individual hair and nail salons and other distributors to professional salons.

As is customary in the industry, none of the Company’s customers are under an obligation to continue purchasing products from the Company in the future.

Walmart and its affiliates worldwide accounted for approximately 14% of the Company's ~~2021~~2022 consolidated net sales. The Company expects that Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. (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 effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Competition

The Company's cosmetics, fragrance, skin care, hair and beauty care products business categories are highly competitive. The Company competes primarily by:

•developing quality products with innovative performance features, shades, finishes, components and packaging;

•educating consumers, retail customers and salon professionals about the benefits of the Company’s products;

•anticipating and responding to changing consumer, retail customer and salon professional 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 customers by providing relevant products and executing effective pricing, incentive and promotional programs and marketing campaigns, as well as social media and influencer marketing activities;

•ensuring product availability through effective planning and replenishment collaboration with the Company's customers;

•providing strong and effective advertising, marketing, promotion, social media, influencer and merchandising support;

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•leveraging e-commerce, social media and mobile commerce initiatives and developing an effective omni-channel strategy to optimize the opportunity for consumers to interact with and purchase the Company's products both on-line and in brick and mortar outlets;

•maintaining an effective sales force and distributor network; and

•obtaining and retaining sufficient retail display and floor space, optimal in-store positioning and effective presentation of its products on-shelf.

The Company competes in selected product categories against numerous multi-national manufacturers, as well as with expanding private label and store-owned brands, particularly in the mass retail channel. In addition to products sold in large volume retailers, distributors, wholesalers, professional salons and demonstrator-assisted retailers, the Company's products also compete with products sold in prestige and department stores, television shopping, door-to-door, specialty stores, one-stop shopping beauty retailers, e-commerce sites, perfumeries and other distribution outlets. The Company's competitors include, among others, L'Oréal S.A., The Procter & Gamble Company, The Estée Lauder Companies Inc., Coty Inc., Shiseido Co., Johnson & Johnson, Kao Corp., Henkel AG & Co., Unilever PLC/Unilever N.V., Beiersdorf AG, Chanel S.A., L Brands, Inc., AmorePacific Corporation, LG Household & Healthcare, Natura & Co./Avon Products, Colgate-Palmolive Company, Puig, Mary Kay Inc., Hand & Nail Harmony, Inc., Oriflame Holding AG, Markwins International Corporation, Sephora (a division of LVMH Moët Henessy Louis Vuitton SE), Boots UK Limited, e.l.f. Beauty, Inc. The Company also competes to a growing extent against e-commerce focused micro-beauty brands, such as Glossier, Inc., NYX Cosmetics and Urban Decay Cosmetics (both acquired by L'Oréal), Anastasia Beverly Hills, Sigma Beauty, Benefit Cosmetics LLC (a subsidiary of LVMH), and Too Faced Cosmetics, LLC (both acquired by Estée Lauder). (See Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

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among others, L'Oréal S.A., The Procter & Gamble Company, The Estée Lauder Companies Inc., Coty Inc., Shiseido Co., Johnson & Johnson, Kao Corp., Henkel AG & Co., Unilever PLC/Unilever N.V., Beiersdorf AG, Chanel S.A., L Brands, Inc., AmorePacific Corporation, LG Household & Healthcare, Natura & Co./Avon Products, Colgate-Palmolive Company, Puig, Mary Kay Inc., Hand & Nail Harmony, Inc., Oriflame Holding AG, Markwins International Corporation, Sephora (a division of LVMH Moët Henessy Louis Vuitton SE), Boots UK Limited and e.l.f. Beauty, Inc. The Company also competes to a growing extent against e-commerce focused micro-beauty brands, such as Glossier, Inc., NYX Cosmetics and Urban Decay Cosmetics (both acquired by L'Oréal), Anastasia Beverly Hills, Sigma Beauty, Benefit Cosmetics LLC (a subsidiary of LVMH), and Too Faced Cosmetics, LLC (both acquired by Estée Lauder). (See Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Patents, Trademarks and Proprietary Technology

The Company considers trademark protection to be very important to its business. The Company’s trademarks are registered in the U.S. and in approximately 150 other countries. The Company’s significant trademarks include: (i) in the Company’s Revlon segment, Revlon, Revlon ColorStay, Revlon ColorSilk, Revlon PhotoReady, Revlon Super Lustrous and Revlon Professional; (ii) in the Company’s Elizabeth Arden segment, Elizabeth Arden, Prevage, Eight Hour, SuperStart, Visible Difference, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue, Elizabeth Arden White Tea and Elizabeth Arden Green Tea; (iii) in the Company’s Portfolio segment, Almay, Almay Smart Shade, American Crew, CND, CND Shellac, CND Vinylux, SinfulColors, Mitchum, Cutex, Intercosmo, Orofluido, and Creme of Nature ~~and Gatineau~~; and (iv) in the Company’s Fragrances segment, owned marks such as Curve, Giorgio Beverly Hills, Charlie, Halston, Jean Naté, ‹PS› (logo of former Paul Sebastian brand), and White Diamonds, as well as licensed trademarks such as Juicy Couture, John Varvatos and AllSaints in prestige fragrances; Britney Spears, Elizabeth Taylor, Christina Aguilera, ~~Jennifer Aniston~~ and ~~Mariah~~Jennifer ~~Carey~~ Aniston in celebrity fragrances; and Ed Hardy, Lucky Brand, Alfred Sung and Geoffrey Beene in mass fragrances. The Company regularly renews its trademark registrations in the ordinary course of business.

The Company utilizes certain proprietary and/or patented technologies in the formulation, packaging and/or manufacture of a number of the Company’s products, including, among others, certain Prevage skin care products, Mitchum deodorants, CND Shellac nail color systems and CND Vinylux nail polishes. The Company considers its proprietary technology and patent protection to be important to its business.

The Company files patent applications in the ordinary course of business for certain of the Company’s new technologies. In general, utility patents are enforceable for up to 20 years from the patent application filing date, subject to paying periodic maintenance fees. The patents that the Company currently owns expire at various times between 2022 and 2040 and the Company expects to continue to file patent applications for certain of its technologies in the ordinary course of business.

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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 and other beauty-care products that contain over-the-counter drug ingredients, such as sunscreens, anti-perspirant deodorants and anti-dandruff hair-care products. 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. (See Item 1A. Risk Factors - "The Company's products are subject to federal, state and international regulations that could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.")

Human Capital Resources

As of December 31, ~~2021~~2022, the Company employed approximately 5,~~800~~600 people, of which approximately 23% were covered by collective bargaining agreements. The Company has employees in 3028 countries. The Company's total employee population includes the impacts of integration initiatives in connection with the ~~EA Integration Restructuring Program, the~~ 2018 Optimization Program and the 2020 Revlon Restructuring Program (subsequently renamed during 2021 the Revlon Global Growth Accelerator, “RGGA”, as further defined below), including the impacts of insourcing efforts. The Company is committed to its core values of Innovation, Inclusion, Collaboration & Accountability. We recognize the diversity of our employees, consumers, partners and community, and are committed to diversity and inclusion, as driven by our employee-led Diversity & Inclusion Council. As a consumer products company, we believe that it is important for our workforce to reflect the diversity of our consumers. As of December 31, 2021, approximately half of Revlon’s Board of Directors and Executive Leadership team are women, and many members are multicultural. We are also committed to the health, safety and well-being of our employees. The Company offers employees a wide array of company-paid benefits and wellness programs, which we believe are competitive in the industry. The Company utilizes employee surveys to measure organizational health and employee experiences. The Company believes that its employee relations are positive.

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products company, we believe that it is important for our workforce to reflect the diversity of our consumers. As of December 31, 2022, approximately 40% of Revlon’s Board of Directors and Executive Leadership team are women. We are also committed to the health, safety and well-being of our employees. The Company offers employees a wide array of company-paid benefits and wellness programs, which we believe are competitive in the industry. The Company utilizes employee surveys to measure organizational health and employee experiences. The Company believes that its employee relations are positive.

Available Information

The public may access materials that the Company files with the ~~Securities and Exchange Commission ("~~SEC"), including, without limitation, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, on the SEC's website 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 the Company's 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~~2022 Form 10-K, investors should consider carefully the following risk factors when evaluating the Company’s business. For definitions of certain capitalized terms used in this Form 10-K referring to the Company's debt facilities, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Long-Term Debt Instruments" of this 2021 Form 10-K.

Summary Risk Factors

Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following:

Risks Related to the ~~Company’s~~Chapter ~~Indebtedness~~11 Cases

a.~~Revlon~~We isare asubject ~~holding company with no business operations of its own and is dependent on its subsidiaries~~ to ~~pay~~the ~~certain~~risks ~~expenses~~ and ~~dividends.~~uncertainties Inassociated ~~addition,~~with ~~shares of~~ the ~~capital~~Chapter ~~stock~~11 ~~of Products Corporation, Revlon's wholly-owned operating subsidiary, are pledged by Revlon to secure its obligations under the 2016 Credit Agreements and the 2020 BrandCo Credit Agreement~~Cases.

13b.Material delays in or other negative events during the pendency of our Chapter 11 Cases increase the risk of us being unable to reorganize our business and successfully emerge from bankruptcy and also increase our costs associated with the bankruptcy process.

c.Operating under Chapter 11 protection for a long period of time may harm our business.

d.The Chapter 11 Cases limit the flexibility of our management team in running our business.

e.We may not be able to obtain confirmation of a Chapter 11 plan of reorganization, including the proposed Plan.

f.The Plan may not satisfy the requirements for non-consensual confirmation of a chapter 11 plan under the Bankruptcy Code.

g.We may seek to amend, waive, modify, or withdraw the Plan at any time before confirmation.

h.We cannot make any assurances that the conditions precedent to the Plan’s effectiveness will occur or be waived by the effective date.

i.The Restructuring Support Agreement, Backstop Commitment Agreement, and/or the Debt Commitment Letter may be terminated, which could adversely affect the Chapter 11 Cases.

j.The Restructuring is subject to conditions and milestones that we may be unable to satisfy.

k.Termination of our exclusive right to file a Chapter 11 Plan and the exclusive right to solicit acceptances could result in competing plans of reorganization, which could have less favorable terms or result in significant litigation and expenses.

l.We may fail to obtain the proceeds of the Exit Facilities or the Equity Rights Offering, which would adversely affect our ability to consummate the Plan.

m.Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

n.As a result of the Chapter 11 Cases, our financial results may be volatile and may not reflect historical trends.

o.We have experienced, and may continue to experience, increased levels of employee attrition as a result of the Chapter 11 Cases.

p.Our post-bankruptcy capital structure has yet to be implemented, and any changes to our capital structure may have a material adverse effect on existing debt and security holders, including holders of our Class A Common Stock.

q.The Plan is based upon assumptions that we developed that may prove incorrect and could render the Plan unsuccessful.

r.The allowed amount of claims and estimated percentage of recoveries set forth in the proposed Disclosure Statement may differ from current estimates.

s.Parties-in-Interest may object to our classification of claims and interests.

t.The consenting unsecured noteholder recovery may not be approved.

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REVLON, INC. AND SUBSIDIARIES

bu.~~Products~~Releases, ~~Corporation’s~~injunctions ~~substantial indebtedness could adversely affect the Company’s operations~~ and ~~flexibility~~exculpations ~~and~~may ~~Products~~not ~~Corporation’s~~be ~~ability to service its debt~~approved.

cv.~~Products~~In ~~Corporation’s~~certain ~~ability~~instances, a Chapter 11 case may be converted to ~~pay~~a ~~the~~case ~~principal~~under ~~amount~~Chapter 7 of ~~its~~the ~~indebtedness~~Bankruptcy ~~depends~~Code, onin ~~many~~which ~~factors~~case our Class A Common Stock would likely be worthless.

dw.~~Restrictions~~The ~~and~~Chapter ~~covenants~~11 inCases ~~Products~~are ~~Corporation’s~~expected ~~various debt instruments limit its ability~~ to ~~take~~render ~~certain~~our ~~actions~~Class ~~and~~A ~~impose~~Common ~~consequences~~Stock ~~in the event of failure to comply~~worthless.

ex.~~Limits~~Trading onin ~~Products~~shares ~~Corporation's~~of ~~borrowing~~our ~~capacity~~Class ~~under~~A ~~the~~Common ~~Amended~~Stock ~~2016~~during ~~Revolving~~the ~~Credit~~pendency ~~Facility~~of ~~and~~ the ~~2021~~Chapter ~~Foreign~~11 ~~Asset-Based~~Cases ~~Term~~is ~~Facility~~highly ~~may~~speculative ~~affect~~and ~~the~~we ~~Company's~~expect ~~ability~~that toyou ~~finance~~will ~~its~~lose ~~operations~~your investment.

fy.The ~~Company's~~DIP ~~ability~~Facilities 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~~insufficient to ~~meet~~fund ~~its~~our ~~cash~~business ~~requirements~~operations, or ~~Products Corporation~~ may be ~~unable~~unavailable to ~~meet~~us ~~the~~if ~~requirements~~we ofdo ~~the~~not ~~2016~~comply ~~Credit~~with ~~Agreements,~~certain 2020 BrandCo Credit Agreement and/or 2021 Foreign Asset-Based Term Agreement, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flowscovenants.

gz.~~Shares~~The ofCompany's ~~Revlon~~ability ~~Class~~to Aservice ~~Common~~its ~~Stock~~debt ~~are~~and ~~pledged~~meet toits ~~secure~~cash ~~the~~requirements ~~debt~~depends ofon ~~the~~many ~~Company’s~~factors, ~~affiliates~~including ~~and~~achieving ~~shares~~anticipated levels of ~~Products~~ ~~Corporation's~~revenue ~~capital~~and ~~stock~~expenses. ~~are~~If ~~pledged~~such torevenue ~~secure~~or ~~various~~expense ~~obligations~~levels ofprove ~~Revlon~~to ~~and~~be ~~Products~~other ~~Corporation,~~than ~~and~~as ~~foreclosure~~anticipated, ~~upon~~the ~~these~~Company ~~shares~~may orbe ~~dispositions~~unable ofto ~~shares~~meet ofits ~~Revlon~~cash requirements or Products Corporation ~~could~~may ~~result~~be inunable to meet the ~~acceleration~~requirements of ~~debt~~the ~~under~~DIP ~~Products~~Term ~~Corporation's~~Loan ~~2016~~Facility ~~Senior~~and/or ~~Credit~~the ~~Facilities~~DIP ABL Facility, ~~2020~~which ~~BrandCo~~could ~~Facilities,~~have ~~2021~~a ~~Foreign~~material ~~Asset-Based~~adverse ~~Term~~effect ~~Facility~~on ~~and/or~~the ~~its~~Company's ~~6.25%~~business, ~~Senior~~prospects, ~~Notes~~results ~~and~~of ~~could~~operations, ~~have~~financial ~~other~~condition ~~consequences~~and/or cash flows.

Risks Related to Securities to be Issued under the Plan Generally

a.There is no public market for the securities to be issued under the Plan.

b.The securities to be issued under the Plan will be subject to dilution.

c.No dividends will be paid on the securities to be issued under the Plan.

d.The New Common Stock and New Warrants to be issued under the Plan will be subordinated to the indebtedness of Reorganized Holdings.

e.The ownership of the New Common Stock and/or New Warrants may be concentrated.

Risks Related to Reorganized Holdings

a.We may be subject to claims that may not be discharged in the Chapter 11 Cases, which could have a material adverse effect on the financial condition and results of operations of Reorganized Holdings.

b.Upon emergence from Chapter 11 bankruptcy, future liability claims could have adversely affect the financial condition and results of operations of Reorganized Holdings.

c.Upon emergence from Chapter 11 bankruptcy, Reorganized Holdings will be subject to risks related to its substantial indebtedness.

Risks Related to the Company’s Industry, Business and Operations

a.The ~~ongoing and prolonged~~ COVID-19 pandemic ~~has~~ resulted in significantly decreased net sales for the Company particularly during 2020 and has had, and could continue to have, a significant adverse effect on the Company's business, results of operations, financial condition and/or cash flows.

b.The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions or delays at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. Such delays and difficulties in manufacturing can result in product shortages, declines in sales, and reputational impact as well as significant remediation and related costs associated with addressing such shortages.

c.Volatility in costs, along with delays and disruptions in the supply of materials and services, as a result of the recent global supply chain disruptions, could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

d.The Company's financial performance depends on its ability to anticipate and respond to consumer trends and changes in consumer preferences. New product introductions may not be as successful as the Company anticipates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

e.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, prospects, results of operations, financial condition and/or cash flows.

f.The Company may be unable to maintain or increase its sales through the Company's primary retailers, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

g.Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

h.The Company's Fragrances segment depends on various brand licenses and distribution arrangements for a significant portion of its sales, and the loss of one or more of these licenses or distribution arrangements could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.16

i.The Company previously identified a material weakness in its internal control over financial reporting, which has now been remediated. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

j.The Company may not realize the cost reductions and other benefits that it expects from its various restructuring programs that may be in effect from time to time, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

k.MacAndrews & Forbes has the power to direct and control the Company's business.

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REVLON, INC. AND SUBSIDIARIES

i.The success of the Company’s Fragrances segment depends, in part, on the demand for heritage and designer fragrance products. A decrease in demand for such products, or the loss or infringement of any intellectual property rights, could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

j.The Company's inability to acquire or license additional fragrance brands or secure additional distribution arrangements and arrangements could have an adverse effect on the Company's net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

k.The illegal distribution and sale by third parties of counterfeit versions of the Company’s products or the unauthorized diversion by third parties of the Company’s products could have an adverse effect on the Company’s net sales and a negative impact on the Company’s reputation and business.

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

m.The Company’s success largely depends upon its ability to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce, as well as effectively implement succession planning for its senior management team, and, as such, the Company’s inability to do so could adversely affect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

n.The Company previously identified a material weakness in its internal control over financial reporting, which has now been remediated. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

o.The Company may not realize the cost reductions and other benefits that it expects from its various restructuring programs that may be in effect from time to time, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

General Business and Regulatory Risks

a.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 exchange fluctuations, foreign currency controls, government-mandated pricing controls, duties, tariffs and/or other trade measures, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and the value of its foreign assets.

b.~~Economic~~Adverse economic conditions could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and/or on the financial condition of its customers and suppliers.

c.The ~~Company's~~ongoing ~~products~~conflict ~~are~~between ~~subject~~Russia toand ~~federal,~~Ukraine ~~state~~has caused, and ~~international~~is ~~regulations~~currently ~~that~~expected ~~could~~to ~~have~~continue ato ~~material~~cause, ~~adverse~~negative ~~effect~~effects on geopolitical conditions and the ~~Company's~~global ~~business~~economy, ~~prospects~~including financial markets, ~~results~~inflation, ofand ~~operations~~the global supply chain, which could have an adverse impact on our business, financial condition and~~/or~~ ~~cash~~results ~~flows~~of operations.

d.~~Disruptions~~The toUnited ~~or breaches of the Company'~~Kingdom’s ~~information~~ongoing ~~technology~~withdrawal ~~systems,~~process ~~and~~from ~~potential~~the ~~failure~~European toUnion ~~adequately~~may ~~detect~~have ora ~~resolve~~negative ~~such~~effect ~~interruptions~~on orglobal ~~breaches~~economic ~~in a timely manner~~conditions, ~~may~~financial ~~have~~markets aand ~~material adverse effect~~ on the Company's business ~~operations~~, prospects, results of operations, ~~and~~ financial condition ~~which could lead to reputational damage~~ and/or ~~significant~~cash ~~liabilities~~flows.

~~Risks~~e.Terrorist ~~Related~~attacks, toacts of war or military actions and/or other civil unrest may adversely affect the territories in which the Company’ operates and the Company's ~~Indebtedness~~business, prospects, results of operations, financial condition and/or cash flows.

~~Revlon~~f.Declines isin athe ~~holding~~financial ~~company~~markets ~~with~~may noresult ~~business~~in ~~operations~~increased ofpension ~~its~~expense ~~own~~ and isincreased ~~dependent~~cash oncontributions ~~its subsidiaries~~ to ~~pay certain expenses and dividends. In addition, shares of~~ the ~~capital stock of Products Corporation, Revlon~~Company's ~~wholly-owned~~pension ~~operating subsidiary, are pledged by Revlon to secure its obligations under the 2016 Credit Agreements and the 2020 BrandCo Credit Agreement~~plans.

~~Revlon~~g.Extreme isweather aconditions ~~holding~~and ~~company~~natural ~~with~~disasters nodue ~~business~~to ~~operations~~climate ofchange ~~its~~or ~~own.~~otherwise ~~Revlon's~~could ~~only~~have a material ~~asset~~adverse iseffect ~~all~~on of the ~~outstanding capital stock of Products Corporation, Revlon~~Company's ~~wholly-owned operating subsidiary, through which Revlon conducts its~~ business ~~operations. As such~~, ~~Revlon's net income has historically consisted predominantly of its equity in the net loss of Products Corporation~~prospects, ~~which~~results for 2021 and 2020 was $211.4 million and $593.5 million, respectively (and included expenses incidental to being a public holding company and certain tax adjustments, amounting to $7.5 million income and $7.2 million expense for December 31, 2021 and 2020, respectively). Revlon is dependent on the earnings and cash flow of, ~~and dividends and distributions from~~operations, ~~Products~~financial ~~Corporation~~condition ~~to pay Revlon’s expenses incidental to being a public holding company~~ and/or ~~to pay any~~ cash ~~dividend or distribution on its Class A Common Stock in each case that may be authorized by Revlon’s Board of Directors~~flows.

~~Products~~h.The ~~Corporation~~Company's ~~may~~products ~~not~~are ~~generate~~subject ~~sufficient cash flow~~ to ~~pay dividends or distribute funds to Revlon because~~federal, ~~for example, Products Corporation may not generate sufficient cash or net income;~~ state ~~laws~~and ~~may~~international ~~restrict~~regulations orthat ~~prohibit~~could ~~Products~~have ~~Corporation~~a ~~from~~material ~~issuing~~adverse ~~dividends~~effect oron ~~making~~the ~~distributions~~Company's ~~unless Products Corporation has sufficient surplus or net profits~~business, ~~which Products Corporation may not have; or because contractual restrictions~~prospects, ~~including~~results ~~negative~~of ~~covenants contained in Products Corporation’s various debt instruments~~operations, ~~may~~financial ~~prohibit~~condition and/or ~~limit~~cash ~~such dividends or distributions~~flows.

~~The~~i.Any ~~terms~~violation of ~~Products Corporation's 2016 Credit Agreements,~~ the ~~indenture governing Products Corporation's 6~~U.~~25% Senior Notes due 2024 (the "6~~S.~~25%~~ ~~Senior~~Foreign ~~Notes~~Corrupt ~~Indenture"~~Practices ~~and~~Act ~~the "6.25% Senior Notes," respectively) and the 2020 BrandCo Credit Agreement (as hereinafter defined) generally restrict Products Corporation from paying dividends~~ or ~~making~~other ~~distributions~~similar toforeign ~~Revlon,~~anti-corruption ~~except~~laws incould ~~limited~~have ~~circumstances.~~a ~~For~~material ~~example,~~adverse ~~Products~~effect ~~Corporation~~on isthe ~~permitted~~Company's ~~to pay dividends and make distributions to Revlon to enable Revlon to~~business, ~~among other things~~prospects, ~~maintain~~results ~~its existence and its ownership~~ of ~~Products Corporation~~operations, ~~such~~financial ascondition ~~paying professional fees (e.g., legal, accounting~~ and insurance fees), regulatory fees (e.g., SEC filing fees and NYSE listing fees), pay certain taxes and other expenses related to being a public holding company and, subject to certain limitations, to pay dividends, if any, on Revlon’s outstanding securities /or ~~make~~cash distributions in certain circumstances to finance Revlon’s purchase of shares of its Class A Common Stock issued in connection with the delivery of such shares to grantees under the Fourth Amended and Restated Revlon, Incflows. ~~Stock Plan, as amended. These limitations therefore restrict Revlon's ability to pay dividends on its Class A Common Stock.~~

~~All~~j.Disruptions ~~of the shares of Products Corporation’s capital stock held by Revlon are pledged~~ to ~~secure~~or ~~Revlon’s~~breaches ~~guarantee~~ of ~~Products~~the ~~Corporation~~Company's ~~obligations~~information ~~under~~technology ~~its~~systems, ~~2016 Credit Agreements~~ and the ~~2020~~potential ~~BrandCo~~failure ~~Credit~~to ~~Agreement.~~adequately Adetect ~~foreclosure~~or ~~upon~~resolve ~~the~~such ~~shares~~interruptions ofor ~~Products~~breaches ~~Corporation's common stock would result~~ in ~~Revlon~~a notimely ~~longer holding its only material asset~~manner, ~~would~~may have a material adverse effect on the ~~holders and price of Revlon’~~Company's ~~Class~~business Aoperations, ~~Common~~prospects, ~~Stock~~results ~~and would be a change~~ of ~~control~~operations ~~under Products Corporation’s other debt instruments. (See also Item 1A. Risk Factors - "Shares of Revlon Class A Common Stock are pledged to secure the debt of the Company’s affiliates~~ and ~~shares~~financial ofcondition ~~Products~~which ~~Corporation's~~could ~~capital~~lead ~~stock are pledged~~ to ~~secure~~reputational ~~various~~damage ~~obligations of Revlon~~ and ~~Products~~significant ~~Corporation, and foreclosure upon these shares or dispositions of~~ liabilities.

15k.Uncertainties in the interpretation and application of the income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows.

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REVLON, INC. AND SUBSIDIARIES

shares of Revlon or Products Corporation could result in the acceleration of debt under Products Corporation's 2016 Senior Credit Facilities, 2020 BrandCo Facilities, the 2021 Foreign Asset-Based Term Facility and/or its 6.25% Senior Notes and could have other consequences.")

Products Corporation’s substantial indebtedness could adversely affect the Company’s operations and flexibility and Products Corporation’s ability to service its debt.

Products Corporation has a substantial amount of outstanding indebtedness. As of December 31, 2021 the Company’s total indebtedness was $3,544.8 million (or $3,443.4 million, including future interest and net of discounts and debt issuance costs), including: (i) $1,873.2 million in aggregate principal amount of its 2020 BrandCo Term Loan Facility; (ii) $874.7 million in aggregate principal amount of secured indebtedness under its 2016 Term Loan Facility; (iii) $431.3 million in aggregate principal amount of its 6.25% Senior Notes; (iv) $159.6 million of secured indebtedness under its Amended 2016 Revolving Credit Facility, consisting of $109.6 million of Tranche A revolving loans and $50.0 million of 2020 ABL FILO Term Loans, (v) $130.0 million of SISO Term Loan Facility loans; (vi) $75.0 million in aggregate principal amount of secured indebtedness under its 2021 Foreign Asset-Based Term Facility; and (vii) $1.0 million in aggregate principal amount of other short-term borrowings indebtedness.

If the Company is unable to maintain or increase its profitability and cash flow and sustain such results in future periods, the Company's operations and Products Corporation's ability to service its debt and/or comply with the financial and/or operating covenants under its various debt instruments could be adversely affected. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.")

The Company is subject to the risks normally associated with substantial indebtedness, including the risk that the Company’s profitability and cash flow will be insufficient to meet required payments of principal and interest under Products Corporation’s various debt instruments, and the risk that Products Corporation will be unable to refinance existing indebtedness when it becomes due or, if it is unable to comply with the financial or operating covenants under its various debt instruments, to obtain any necessary consents, waivers or amendments or that the terms of any such refinancing and/or consents, waivers or amendments will be less favorable than the current terms of such indebtedness. Products Corporation’s substantial indebtedness could also have the effect of:

•limiting the Company’s ability to fund (including by obtaining additional financing) the costs and expenses of executing the Company’s business initiatives, future working capital, capital expenditures, advertising, promotional and/or marketing expenses, new product development costs, purchases and reconfigurations of wall displays, acquisitions, and related integration costs, investments, restructuring programs and other general corporate purposes;

•requiring the Company to dedicate a substantial portion of its cash flow from operations to payments on Products Corporation’s indebtedness, thereby reducing the availability of the Company’s cash flow necessary for executing the Company’s business initiatives and for other general corporate purposes;

•placing the Company at a competitive disadvantage compared to its competitors that have less debt;

•exposing the Company to potential events of default (if not cured or waived) under the financial and operating covenants contained in Products Corporation’s various debt instruments;

•limiting the Company’s flexibility in responding to changes in its business and the industry in which it operates; and

•making the Company more vulnerable in the event of adverse economic conditions or a downturn in its business.

Although agreements governing Products Corporation’s indebtedness, including the 2016 Credit Agreements, the 6.25% Senior Notes Indenture and the 2020 BrandCo Credit Agreement, limit Products Corporation’s ability to borrow funds, under certain circumstances Products Corporation is allowed to borrow a significant amount of additional money, some of which, in certain circumstances and subject to certain limitations, could be secured indebtedness. To the extent that more debt, whether secured or unsecured, is added to the Company's current debt levels, the risks described above would increase further. See 8, “Debt,” to the Company's Audited consolidated Financial Statements in this Form 10-K and “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Products Corporation’s ability to pay the principal amount of its indebtedness depends on many factors.

Tranche A and the SISO Term Loan Facility under the Amended 2016 Revolving Credit Facility mature in May 2024, subject to a springing maturity to the earlier of: (x) 91 days prior to the maturity of the 2016 Term Loan Facility, and (y) to the extent the Company’s first-in, last-out term loans (the “2020 ABL FILO Term Loans”) are then outstanding, the earliest stated maturity of the 2020 ABL FILO Term Loans; the non-extended portion of the 2016 Term Loan Facility matures no later than

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September 2023; Tranche B under the Amended 2016 Revolving Credit Agreement matures no later than December 2023; the 2021 Foreign Asset-Based Term Facility matures no later than March 2024; and the 6.25% Senior Notes mature in August 2024. Also, while the 2020 BrandCo Facilities are scheduled to mature no later than June 2025, they are subject to a springing maturity on the 91st day prior to the maturity of the 6.25% Senior Notes if $100 million or more in aggregate principal amount of the 6.25% Senior Notes remain outstanding by such date. Additionally, while the Extended Term Loans are scheduled to mature no later than June 2025, they are subject to a springing maturity to the earlier of (y) the same September 2023 springing maturity date of any non-extended term loans under Products Corporation’s existing 2016 Term Loan Facility if $75 million or more in aggregate principal amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding on such date, and (z) the 91st day prior to the maturity of the 6.25% Senior Notes if $100 million or more in aggregate principal amount of the 6.25% Senior Notes remain outstanding by such date. And, while the 2021 Foreign Asset-Based Term Facility matures no later than March 2024, it is subject to a springing maturity date of August 1, 2023 if the amount of the non-extended term loans under the 2016 Term Loan Facility remains outstanding on such date. For a more complete description of the maturities of these debt instruments, including events that could accelerate their respective maturities, see Note 8, “Debt,” to the Company's Audited Consolidated Financial Statements in this Form 10-K. See also, “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Products Corporation currently anticipates that, in order to pay the principal amount of its outstanding indebtedness upon the occurrence of any event of default, or to repurchase any of the 6.25% Senior Notes if a change of control occurs, or in the event that Products Corporation’s cash flows from operations are insufficient to allow it to pay the principal amount of its indebtedness by their respective maturity dates, the Company will be required to refinance some or all of Products Corporation’s indebtedness, seek to sell assets or operations, seek to sell additional Revlon equity, seek to sell debt securities of Revlon or Products Corporation and/or seek additional capital contributions or loans from MacAndrews & Forbes or from the Company’s other affiliates and/or third parties. The Company may be unable to take any of these actions due to a variety of commercial or market factors or constraints in Products Corporation’s various debt instruments, including, for example, market conditions being unfavorable for an equity or debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of Products Corporation’s various debt instruments then in effect, including restrictions on the incurrence of additional debt, incurrence of liens, asset dispositions and/or related party transactions included in such debt instruments. Such actions, if ever taken, may not enable the Company to satisfy its cash requirements if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be.

None of the Company’s affiliates are required to make any capital contributions, loans or other payments to Products Corporation regarding its obligations on its indebtedness. Products Corporation may not be able to pay the principal amount of its indebtedness using any of the above actions because, under certain circumstances, the 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 2021 Foreign Asset-Based Term Agreement, the 6.25% Senior Notes Indenture, any of Products Corporation's other debt instruments and/or the debt instruments of Products Corporation’s subsidiaries then in effect may not permit the Company to take such actions. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply").

The future state of the credit markets, including any volatility and/or tightening of the credit markets and reduction in credit availability, could adversely impact the Company’s ability to refinance or replace, in whole or in part, Products Corporation’s outstanding indebtedness by their respective maturity dates, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply.

The agreements that govern Products Corporation's indebtedness, including the 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 2021 Foreign Asset-Based Term Agreement, and Products Corporation's 6.25% Senior Notes Indenture, contain a number of significant restrictions and covenants that limit Products Corporation’s ability (subject in each case to certain exceptions) to, among other things:

•borrow money;

•use assets as security in other borrowings or transactions;

•pay dividends on stock or purchase stock;

•sell assets and use the proceeds from such sales;

•enter into certain transactions with affiliates;

•make certain investments;

•prepay, redeem or repurchase specified indebtedness; and

•permit restrictions on the payment of dividends to Products Corporation by its subsidiaries.

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REVLON, INC. AND SUBSIDIARIES

~~These~~Risks ~~covenants~~Related ~~affect Products Corporation’s operating flexibility by, among other things, restricting its ability~~ to ~~incur indebtedness that could be used to fund~~ the ~~costs~~Chapter of11 ~~executing the Company’s business initiatives and to grow the Company’s business, as well as to fund general corporate purposes.~~Cases

~~Certain~~We ~~breaches~~are ~~under~~subject ~~the 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 2021 Foreign Asset-Based Term Agreement and/or the 6.25% Senior Notes Indenture would permit the Company’s lenders~~ to ~~accelerate amounts outstanding thereunder. The acceleration of amounts outstanding under~~ the ~~2016~~risks ~~Senior Credit Facilities (as hereinafter defined), the 2020 BrandCo Credit Agreement, the 2021 Foreign Asset-Based Term Facility~~ and~~/or~~ ~~the~~uncertainties ~~6.25%~~associated ~~Senior~~with ~~Notes~~Chapter ~~would~~11 ~~in certain circumstances constitute an event of default under the other instruments permitting amounts outstanding under such instruments to be accelerated~~Cases. See Note 8, “Debt,” to the Company's Audited Consolidated Financial Statements in this Form 10-K and “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, holders of the 6.25% Senior Notes may require Products Corporation to repurchase their notes in the event of a change of control under the applicable indenture and a change of control would be an event of default under the 2016 Credit Agreements, the 2020 BrandCo Credit Agreement and the 2021 Foreign Asset-Based Term Agreement. Products Corporation may not have sufficient funds at the time of any such breach or change of control to repay, in full or in part, amounts outstanding under the 2016 Senior Credit Facilities, the 2020 BrandCo Credit Agreement or the 2021 Asset-Based Term Facility or to repay, repurchase or redeem, in full or in part, the 6.25% Senior Notes.

~~Events~~On ~~beyond~~ the ~~Company’s~~Petition ~~control~~Date, ~~could impair~~ the ~~Company’s~~Debtors ~~operating~~filed ~~performance,~~voluntary ~~which~~petitions ~~could~~for ~~affect~~reorganization ~~Products~~under ~~Corporation’s~~Chapter ~~ability~~11 toof ~~comply with~~ the ~~terms~~Bankruptcy ~~of Products Corporation’s debt instruments~~Code. ~~Such~~On ~~events~~February ~~may~~21, ~~include~~2023, ~~decreased~~the ~~consumer~~Debtors ~~spending~~filed inthe ~~response~~Plan. toAlthough the ~~ongoing~~Plan ~~and~~is ~~prolonged~~intended ~~COVID-19~~to ~~pandemic~~effectuate ora ~~other~~coordinated ~~weak~~financial ~~economic~~restructuring ~~conditions or weakness in the consumption~~ of ~~beauty products in one or more of~~ the Company~~'s segments; adverse changes in tariffs~~, ~~foreign currency exchange rates, foreign currency controls~~ and~~/or~~ ~~government-mandated~~enjoys ~~pricing~~support ~~controls;~~from ~~decreased sales of~~ the ~~Company's products as a result of increased competitive activities by the Company~~Creditors’s ~~competitors and/or decreased performance by third-party suppliers~~Committee, ~~whether~~the ~~due~~Consenting toBrandCo ~~shortages of raw materials or otherwise; changes in consumer purchasing habits~~Lenders, ~~including with respect to retailer preferences~~ and~~/or~~ ~~among~~the ~~sales~~Consenting ~~channels~~2016 Lenders, ~~such~~it asis ~~due~~impossible to ~~any~~predict ~~further~~with ~~consumption~~certainty ~~declines that~~ the ~~Company~~amount ~~has~~of ~~experienced;~~time ~~inventory~~that ~~management by~~ the Company's ~~customers;~~may ~~inventory~~spend ~~de-stocking~~in bybankruptcy, ~~certain~~or ~~retail~~to ~~customers;~~assure ~~space~~parties ~~reconfigurations or reductions~~ in ~~display~~interest ~~space~~that by the ~~Company's~~Plan ~~customers;~~will ~~retail~~be ~~store~~confirmed ~~closures~~or inconsummated ~~the brick-~~and~~-mortar~~ ~~channels where~~ the ~~Company~~timing ~~sells~~of ~~its~~such ~~products,~~confirmation asand ~~consumers~~consummation. Even ~~continue~~if toconfirmed ~~shift~~on ~~purchases~~a totimely ~~online and e-commerce channels; changes in pricing~~basis, ~~marketing,~~court ~~advertising~~proceedings ~~and/or~~to ~~promotional~~confirm ~~strategies by~~ the ~~Company's~~Plan ~~customers;~~could ~~less~~have ~~than~~an ~~anticipated~~adverse ~~results~~effect ~~from~~on the Company'’s ~~existing~~business. The orproceedings ~~new~~also ~~products~~involve oradditional ~~from~~expense ~~its~~and ~~advertising,~~may ~~promotional,~~divert ~~pricing~~some ~~and/or~~of ~~marketing~~the ~~plans;~~attention orof if the Company’s ~~expenses,~~management ~~including,~~away ~~without~~from ~~limitation,~~business ~~those~~operations. ~~for~~For ~~pension~~the ~~expense~~duration ~~under~~of ~~its~~our ~~benefit~~Chapter ~~plans~~11 Cases, ~~restructuring~~our ~~programs~~operations and ~~related~~our ~~severance~~ability ~~expenses,~~to ~~acquisitions~~develop and ~~related~~execute ~~integration~~our ~~costs,~~business ~~capital expenditures~~plan, ~~costs~~as ~~related~~well toas ~~litigation,~~our ~~advertising,~~continuation ~~promotional~~as ~~and/or~~a ~~marketing~~going ~~activities~~concern, orare ~~for~~subject ~~sales returns related~~ to ~~any~~the ~~reduction~~risks ofand ~~space~~uncertainties byassociated ~~the~~with ~~Company's~~Chapter ~~customers,~~11 ~~product~~bankruptcy. ~~discontinuances~~These orrisks ~~otherwise,~~include ~~exceed~~ the ~~Company's anticipated level of expenses.~~following:

~~Under~~•our ~~such~~ability ~~circumstances, Products Corporation or its subsidiaries may be unable~~ to ~~comply with the requirements of one or more of its or their various debt instruments~~develop, ~~including~~obtain ~~any~~support financial covenants in the Amended 2016 Revolving Credit Agreement or the 2021 Foreign Asset-Based Term Agreement. If Products Corporation or its subsidiaries are unable to satisfy such requirements at any future timefor, ~~Products~~confirm ~~Corporation~~and orconsummate ~~its subsidiaries would need to seek an amendment or waiver of such requirements. The respective lenders under~~ the ~~Amended 2016 Revolving Credit Agreement~~Plan, ~~the~~another ~~2021~~Chapter ~~Foreign~~11 ~~Asset-Based~~plan ~~Term Agreement and/~~or ~~the~~alternative ~~other~~restructuring applicable debt instruments may not consent to any amendment or waiver requests that Products Corporation or its subsidiaries may make in the future, and, if they do consent, they may only do so on terms that are unfavorable to Products Corporation and/or Revlon.transaction;

If•termination ~~Products~~of ~~Corporation~~the orRestructuring ~~its~~Support ~~subsidiaries~~Agreement, ~~are~~including ~~unable~~due to ~~obtain~~our ~~any such waiver or amendment, Products Corporation's or its subsidiaries'~~ inability to meet the ~~requirements~~significant ofconditions ~~the~~and ~~Amended~~milestones ~~2016~~in ~~Revolving Credit Agreement,~~ the ~~2021~~Restructuring ~~Foreign~~Support ~~Asset-Based Term~~ Agreement ~~and/or other applicable debt instruments would constitute an event of default under such agreements~~, which, ~~under certain circumstances, would permit the lenders to accelerate the repayment of the Amended 2016 Revolving Credit Facility or the 2021 Foreign Asset-Based Term Agreement, as the case~~ may be, ~~and,~~difficult under certain circumstances, would constitute an event of default under the 2016 Term Loan Agreement, the 2020 BrandCo Credit Agreement and the 6.25% Senior Notes Indenture. An event of default under the 6.25% Senior Notes Indenture would permit the 6.25% Senior Notes Trustee or the Requisite Note Holders to ~~accelerate payment of the principal and accrued, but unpaid, interest on the 6.25% Senior Notes.~~ satisfy;

~~Products~~•termination ~~Corporation’s~~of ~~assets~~the ~~and/or~~Backstop ~~cash~~Commitment ~~flows~~Agreement and/or ~~that~~the ofDebt ~~Products~~Commitment ~~Corporation’s~~Letter ~~subsidiaries may not be sufficient to fully repay borrowings under its various debt instruments, either upon maturity or if accelerated upon an event of default or change of control,~~ and if the ~~Company~~potential isincurrence ~~required~~of tocash ~~repay,~~termination ~~repurchase~~fees ~~and/or redeem,~~ in ~~whole~~connection ~~or in part, amounts outstanding under its 2016 Senior Credit Facilities, the 2020 BrandCo Facilities, the 2021 Foreign Asset-Based Term Agreement and/or its~~ therewith;

•our ability to obtain and/or maintain timely approval by the Bankruptcy Court with respect to motions that we have filed or will file in the Chapter 11 Cases from time to time;

•our ability to operate within the restrictions and the liquidity limitations of the DIP Facilities and any related orders entered by the Bankruptcy Court in connection with the Chapter 11 Cases;

•our ability to obtain sufficient financing to allow us to emerge from Chapter 11 bankruptcy and execute our business plan post-emergence;

•our ability to maintain our relationships with our suppliers, vendors, customers, employees, and other third parties;

•our ability to maintain contracts that are critical to our operations;

•our ability to execute on our business plan during the pendency of the Chapter 11 Cases;

•our ability to attract, motivate and retain key employees;

•the high costs of operating our business while in Chapter 11 bankruptcy and related fees;

•the ability of third parties to seek and obtain Bankruptcy Court approval to terminate contracts and other agreements with us;

•the expiration, termination, or shortening of the exclusive period for us to propose and confirm a Chapter 11 plan, whether caused by third parties or otherwise;

•the ability of third parties to seek and obtain court approval to appoint a Chapter 11 trustee or examiner or to convert the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code;

•the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 Cases that may be inconsistent with our plans; and

•uncertainties and continuing risks associated with our ability to achieve our stated goals and continue as a going concern.

Material delays in or other negative events during the pendency of our Chapter 11 Cases increase the risk of us being unable to reorganize our business and successfully emerge from bankruptcy and also increase our costs associated with the bankruptcy process.

Material delays in or other negative events during the pendency of our Chapter 11 Cases could adversely affect our relationships with our creditors, suppliers, vendors, customers, employees, and other third parties, and our ability to negotiate favorable terms with them. While we expect to continue normal operations, public perception of our continued viability may affect, among other things, the desire of new and existing customers, vendors, landlords, employees, or other parties to enter into or continue their agreements or arrangements with us. The failure to maintain any of these important relationships could adversely affect our business, financial condition, and results of operations. Because of the public disclosure of the Chapter 11 Cases and concerns certain vendors may have about our liquidity, our ability to maintain normal credit terms with vendors may be impaired.

In addition, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may lead to delays and/or limit our ability to respond timely to certain events or take advantage of certain opportunities. Also, the terms of the Final DIP Order and DIP Facilities may limit our ability to undertake certain business initiatives. Any material delays or other negative events during the pendency of our Chapter 11 Cases could increase the risks of us being

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REVLON, INC. AND SUBSIDIARIES

~~6.25% Senior Notes, it may be~~ unable to ~~refinance~~reorganize orour ~~restructure~~business ~~the payments on such debt. See Note 8, “Debt,” to the Company's Audited Consolidated Financial Statements in this Form 10-K~~ and ~~“Recent~~successfully ~~Debt~~emerge ~~Transactions”~~from ~~in Item 7~~bankruptcy. ~~“Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Further~~Additionally, ifany ~~the~~such ~~Company~~material isdelays ~~unable to repay, refinance~~ or ~~restructure~~other ~~its~~negative ~~indebtedness~~events ~~under~~during the ~~2016~~pendency ~~Senior~~of ~~Credit~~our ~~Facilities,~~Chapter ~~the~~11 ~~2020~~Cases ~~BrandCo Facilities and/or the 2021 Foreign Asset-Based Term Agreement, the lenders~~ could ~~proceed~~increase ~~against~~our ~~the~~costs ~~collateral~~associated securing that indebtedness, subject to certain conditions and limitations as set forth in the related intercreditor agreements and collateral agreements. As described above, the consequences of complying with the ~~foregoing~~bankruptcy restrictions, covenants and limitations under the Company’s various debt instruments could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flowsprocess.

~~Limits~~Operating ~~on Products Corporation's borrowing capacity~~ under ~~the~~Chapter ~~Amended~~11 ~~2016~~bankruptcy ~~Revolving~~protection ~~Credit~~for ~~Facility~~a ~~and~~long ~~the~~period ~~2021~~of ~~Foreign~~time ~~Asset-Based Term Facility~~ may ~~affect~~harm ~~the~~our ~~Company's ability to finance its operations~~business.

AtOur ~~December 31,~~future ~~2021,~~results ~~Products~~are ~~Corporation~~dependent ~~had~~upon ~~$159~~the successful confirmation and implementation of a plan of reorganization.6 ~~million~~A inlong ~~aggregate~~period ~~borrowings~~of ~~outstanding~~operation under ~~the~~Chapter ~~Amended~~11 ~~2016~~bankruptcy ~~Revolving~~protection ~~Credit~~could ~~Facility~~have ~~$75~~a material adverse effect on our business, financial condition, results of operations and liquidity.0 ~~million~~So ~~outstanding~~long ~~under~~as the ~~2021~~Chapter ~~Foreign~~11 ~~Asset-Based~~Cases ~~Term~~continue, ~~Facility.~~our ~~While~~senior ~~Tranche~~management Awill be required to spend a significant amount of ~~the~~time ~~Amended~~and ~~2016~~effort ~~Revolving~~managing ~~Credit~~the ~~Facility,~~Chapter ~~following~~11 ~~Amendment~~process ~~No.~~rather 8than ~~thereto, provides~~focusing ~~for~~exclusively upon toour ~~$270~~business operations.0 ~~million~~A prolonged period of ~~commitments,~~operating ~~the~~under ~~Company’s~~Chapter ~~ability~~11 toprotection ~~borrow~~also ~~funds~~may ~~under~~make ~~such~~it ~~facility~~more isdifficult ~~limited~~to byretain amanagement ~~borrowing~~and ~~base~~other ~~determined~~key ~~relative~~personnel necessary to the ~~value,~~success ~~from~~and ~~time-to-time,~~growth of ~~certain~~our ~~eligible assets~~business.

~~While the 2021 Foreign Asset-Based Term Facility~~Additionally, ~~which~~so ~~replaced~~long ~~and~~as ~~refinanced~~ the ~~2018~~Chapter ~~Foreign~~11 ~~Asset-Based~~Cases ~~Term Facility~~continue, ~~provides~~we ~~for~~will abe ~~U.S.~~required ~~dollar-denominated~~to ~~senior~~incur ~~secured~~significant ~~asset-based~~costs ~~term~~for ~~loan~~professional ~~facility~~fees ~~which~~and ~~currently~~other ~~has~~expenses aassociated ~~principal~~with ~~balance~~the administration of ~~$75.0~~the ~~million,~~Chapter ~~the~~11 ~~2021~~Cases. ~~Foreign~~We ~~Asset-Based~~have ~~Term~~obtained ~~Agreement~~funding ~~requires~~under the ~~maintenance~~DIP ofFacilities ain ~~borrowing~~an ~~base~~aggregate ~~supporting~~principal ~~the~~amount ~~borrowing~~of ~~thereunder,~~$975 ~~based~~million on(consisting ~~the sum~~ of: (i) ~~80%~~$575 ofmillion ~~eligible~~under ~~accounts receivable; (ii) 65% of~~ the ~~net~~DIP ~~orderly~~Term ~~liquidation~~Loan ~~value~~Facility ~~of eligible finished goods inventory~~ and (ii) ~~45%~~$400 ofmillion under the ~~mortgage~~DIP ~~value~~ABL ofFacility ~~certain~~(subject ~~owned real property, in each case with respect~~ to ~~certain~~a ofborrowing ~~Products~~base ~~Corporation’s subsidiaries organized in Australia~~limitation)), ~~Bermuda,~~but ~~Germany,~~this ~~Italy,~~amount ~~Spain~~may ~~and~~prove ~~Switzerland,~~insufficient ~~subject~~ to ~~certain~~meet ~~customary~~our ~~availability~~costs ~~reserves. For~~under ~~more~~prolonged ~~information~~Chapter on11 ~~Amendment No~~proceedings. ~~8 to the Amended 2016 Revolving Credit Facility and the 2021 Foreign Asset-Based Term Facility, see Note 8, “Debt,” to the Company's Consolidated Financial Statements in this Form 10-K.~~

~~Under~~Furthermore, ~~the~~we ~~Amended~~cannot ~~2016~~predict ~~Revolving Credit Facility and~~ the ~~2021~~ultimate ~~Foreign~~amount ~~Asset-Based~~of ~~Term~~all ~~Facility,~~settlement ifterms for the ~~value~~liabilities ofthat ~~the~~will ~~Company's~~be ~~eligible~~subject ~~assets~~to isa ~~not~~plan ~~sufficient~~of toreorganization. ~~support~~Even ~~the~~once ~~full~~a ~~borrowing~~plan ~~base~~of ~~under~~reorganization ~~the~~is ~~respective~~approved ~~facility~~and implemented, ~~Products~~our ~~Corporation~~operating ~~will~~results ~~not~~may ~~have~~be ~~complete~~adversely ~~access~~affected toby the ~~entire~~possible ~~commitment~~reluctance ~~available~~of ~~under~~prospective ~~such~~lenders ~~facilities,~~and ~~but~~other ~~rather~~counterparties ~~would~~to ~~have~~do ~~access~~business towith a ~~lesser~~company ~~amount~~that asrecently ~~determined~~emerged byfrom ~~the~~Chapter ~~borrowing base~~11.

The ~~applicable~~Chapter ~~borrowers~~11 ~~must~~Cases ~~prepay~~limit ~~loans under~~ the ~~Amended~~flexibility ~~2016~~of ~~Revolving~~our ~~Credit~~management ~~Facility~~team ~~and the 2021 Foreign Asset-Based Term Facility to the extent that outstanding loans exceed its respective borrowing base. Under the 2021 Foreign Asset-Based Term Facility,~~ in ~~lieu~~running ofour ~~a mandatory prepayment, the ABTL Loan Parties may deposit cash into a designated U~~business.S. bank account with the ABTL Agent that is subject to a control agreement (such cash, the "Qualified Cash"). To the extent the borrowing base subsequently exceeds the amount of outstanding loans, the ABTL Borrower can withdraw the Qualified Cash from such bank account. In addition, the 2021 Foreign Asset-Based Term Facility is subject to mandatory prepayments from the net proceeds from the incurrence by the Loan Parties of debt not permitted thereunder.

AsWhile ~~Products~~we ~~Corporation~~operate ~~continues~~our tobusinesses ~~manage~~as ~~its~~debtors-in-possession ~~working~~under ~~capital~~supervision ~~(including~~by ~~its~~the ~~and~~Bankruptcy ~~its subsidiaries inventory and accounts receivable~~Court, ~~which~~we are ~~significant~~required ~~components~~to ofobtain the ~~eligible~~approval ~~assets~~of ~~comprising~~ the ~~borrowing~~Bankruptcy ~~base~~Court ~~under the Amended 2016 Revolving Credit Facility~~ and, ~~the~~in ~~2021~~some ~~Foreign~~cases, ~~Asset-Based~~certain ~~Term~~lenders ~~Facility),~~prior ~~this~~to ~~could~~engaging ~~reduce~~in ~~the~~activities ~~borrowing~~or ~~base~~transactions ~~under~~outside the ~~Amended~~ordinary ~~2016~~course ~~Revolving~~of ~~Credit~~business. ~~Facility~~Bankruptcy ~~and/or~~Court ~~the~~approval ~~2021~~of ~~Asset~~non-~~Based~~ordinary ~~Term~~course ~~Facility.~~activities ~~Further,~~entails ifpreparation ~~Products~~and ~~Corporation~~filing ~~borrows~~of ~~funds~~appropriate ~~under~~motions with the ~~Amended~~Bankruptcy ~~2016~~Court, ~~Revolving~~negotiation ~~Credit~~with ~~Facility,~~creditors’ ~~subsequent~~committees ~~changes~~and other parties-in-interest ~~the~~and ~~value~~regularly orscheduled ~~eligibility~~hearings. ofParties-in ~~the~~interest ~~assets~~may ~~within~~be ~~the~~heard ~~borrowing~~at ~~base~~any ~~could~~Bankruptcy ~~require~~Court ~~Products~~hearing ~~Corporation~~and tomay ~~pay~~raise ~~down~~objections ~~amounts~~with ~~outstanding~~respect ~~under~~to ~~such~~these ~~facility~~motions. soThis ~~that~~process ~~there~~may isdelay nomajor ~~amount~~transactions ~~outstanding~~and inlimit ~~excess~~our ofability ~~the~~to ~~then-existing~~respond ~~borrowing~~quickly ~~base.~~to ~~Likewise,~~opportunities ~~subsequent~~and ~~changes~~events in the ~~value~~marketplace. orFurthermore, ~~eligibility~~in of the ~~assets~~event ~~within~~ the ~~borrowing~~Bankruptcy ~~base~~Court ~~under~~does ~~the~~not ~~2021~~approve ~~Foreign~~a ~~Asset-Based~~proposed ~~Term~~activity ~~Facility~~or ~~could~~transaction, ~~require~~we ~~Products~~would ~~Corporation~~be ~~and~~prevented ~~its~~from ~~subsidiaries~~engaging toin ~~pay~~activities ~~down~~and ~~amounts~~transactions ~~outstanding under such facility so~~ that ~~there~~we isbelieve noare ~~amount~~beneficial ~~outstanding~~to ~~in excess of the then-existing borrowing base, which, unlike the Amended 2016 Revolving Credit Facility, cannot be re-borrowed~~us.

~~The~~We Company’s ability to borrow under the Amended 2016 Revolving Credit Facility is also conditioned upon its compliance with the covenants in the Amended 2016 Revolving Credit Facility. Because of these limitations, the Company may not ~~always~~ be able to ~~meet~~obtain ~~its~~confirmation ~~cash~~of ~~requirements with funds borrowed under the Amended 2016 Revolving Credit Facility, which could have~~ a ~~material~~Chapter ~~adverse~~11 ~~effect~~plan ~~on the Company’s business, prospects, results~~ of ~~operations~~reorganization, ~~financial~~including ~~condition~~the ~~and/or~~proposed ~~cash flows~~Plan.

To emerge successfully from Bankruptcy Court protection as a viable entity, we must meet certain statutory requirements with respect to adequacy of disclosure with respect to the plan of reorganization, solicit and obtain the requisite acceptances of such a plan and fulfill other statutory conditions for confirmation of such a plan, which have not occurred to date. The confirmation process is subject to numerous, unanticipated potential delays, including a delay in the Bankruptcy Court’s commencement of the confirmation hearing regarding our proposed Plan (or any Chapter 11 plan). The confirmation hearing regarding our proposed Plan is currently scheduled to begin on April 3, 2023.

Though we have entered into the Restructuring Support Agreement with certain of our creditors to support our proposed Plan, we may not receive the requisite acceptances of constituencies in the Chapter 11 Cases to confirm the proposed Plan. Even if the requisite acceptances of our Plan are received, the Bankruptcy Court may not confirm the Plan. Even if all voting classes vote in favor of the Plan or the Bankruptcy Code requirements for "cramdown" are met with respect to any class that voted to reject or was deemed to reject the Plan, the Bankruptcy Court, which may exercise its substantial discretion as a court of equity, may choose not to confirm the Plan. The precise requirements and evidentiary showing for confirming a plan, notwithstanding its rejection by one or more impaired classes of claims or equity interests, depends upon a number of factors including, without limitation, the status and seniority of the claims or equity interests in the rejecting class (i.e., secured claims or unsecured claims or subordinated or senior claims). If our proposed Plan (or any Chapter 11 plan of reorganization) is not confirmed by the Bankruptcy Court, it is unclear whether we would be able to reorganize our business and what, if anything, holders of claims against us would ultimately receive with respect to their claims under a subsequent plan of reorganization (or liquidation).

Even if the proposed Plan or another plan of reorganization is confirmed by the Bankruptcy Court, it may not become effective because it is subject to the satisfaction of certain conditions precedent (some of which are beyond our control). There can be no assurance that such conditions will be satisfied and, therefore, that a plan of reorganization will become effective and that we will emerge from the Chapter 11 Cases as contemplated by a plan of reorganization. If emergence is delayed, we may not have sufficient cash available to operate our business. In that case, we may need new or additional post-petition financing,

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REVLON, INC. AND SUBSIDIARIES

Ifwhich ~~one~~may orincrease ~~more~~the ~~lenders~~cost ~~under~~of ~~the~~consummating ~~Amended~~a ~~2016~~plan ~~Revolving~~of ~~Credit~~reorganization. ~~Facility~~There ~~are~~can ~~unable~~be tono ~~fulfill~~assurance ~~their~~of ~~commitment~~the toterms ~~advance~~on ~~funds~~which tosuch ~~Products~~financing ~~Corporation~~may ~~under~~be available or if such ~~facility,~~financing itwill ~~would~~be ~~impact~~available. If the ~~Company’s~~transactions ~~liquidity~~contemplated ~~and~~by the Plan are not completed, ~~depending~~it ~~upon~~may ~~the~~become ~~amount~~necessary ~~involved~~to ~~and~~amend the ~~Company’s~~Plan. ~~liquidity~~The ~~requirements,~~terms itof any such amendment are uncertain and could ~~have~~result anin ~~adverse~~material ~~effect~~additional onexpense ~~the~~and ~~Company’s~~result ~~ability~~in material delays to ~~fund~~the ~~its~~Chapter ~~operations~~11 Cases. As a result, ~~which~~there ~~could~~can ~~have~~be ano ~~material~~assurance ~~adverse~~as ~~effect~~to onwhether we will successfully reorganize and emerge from the ~~Company’s~~Chapter ~~business~~11 Cases or, ~~prospects~~if we do successfully reorganize, ~~results~~as ofto ~~operations~~when we would emerge from the Chapter 11 Cases. If we are unable to successfully reorganize, ~~financial~~we ~~condition~~may ~~and/or~~not ~~cash~~be ~~flows~~able to continue our operations.

~~At December 31~~Further, ~~2021,~~although we have obtained commitments from our creditors to backstop the ~~Company~~exit ~~had~~financing acontemplated ~~liquidity~~in ~~position~~the ofRestructuring ~~$171.5~~Support ~~million~~Agreement and Plan, ~~consisting~~the Backstop Commitment Agreement and/or Debt Commitment Letter may be terminated upon the occurrence of: ~~(i)~~certain ~~$102~~events.4 ~~million~~In ofthose ~~unrestricted~~circumstances, ~~cash~~there ~~and~~is ~~cash~~no ~~equivalents~~guarantee ~~(with~~that ~~approximately~~we ~~$97.2 million~~will ~~held~~be ~~outside~~able ~~the~~to ~~U.S.);~~obtain ~~(ii)~~alternative ~~$72.4~~commitments ~~million~~to insupport ~~available~~the ~~borrowing~~exit ~~capacity~~financing ~~under~~as proposed in the ~~Amended~~Plan, ~~2016~~or ~~Revolving~~obtain ~~Credit~~any ~~Facility~~exit ~~(which~~financing ~~had~~at ~~$289~~all.6 ~~million~~Even ~~drawn~~if atwe are able to obtain exit financing, there is no guarantee that such ~~date);~~financing ~~and~~will ~~less~~be ~~(iii)~~on ~~approximately~~as ~~$3.3~~favorable ~~million~~terms ofas ~~outstanding~~the ~~checks~~Backstop Commitment Agreement and Debt Commitment Letter. ~~See~~Inability ~~Note~~to 8,raise “exit financing on similar terms to the Backstop Commitment Agreement and Debt,” Commitment Letter may create risk to our ability to successfully reorganize. For additional information on the ~~Company's~~Restructuring ~~Consolidated~~Support ~~Financial~~Agreement, ~~Statements~~the inPlan, ~~this~~the ~~Form~~Backstop ~~10-K~~Commitment Agreement and ~~“Recent~~the Debt ~~Transactions”~~Commitment inLetter, see Item 7. ~~“Combined~~ "Management’'s Discussion and Analysis of Financial Condition and Results of Operations" included in this 2022 Form 10-K.”

AThe ~~substantial~~Plan ~~portion~~may ofnot ~~Products~~satisfy ~~Corporation's indebtedness is subject to floating interest rates and~~ the ~~potential~~requirements ~~discontinuation~~for ornon-consensual ~~replacement~~confirmation of ~~LIBOR~~a ~~could~~chapter ~~result~~11 inplan anunder ~~increase~~the toBankruptcy ~~our interest expense~~Code.

AIn ~~substantial~~the ~~portion~~event that any impaired class of ~~the~~claims ~~Products~~does ~~Corporation's~~not ~~indebtedness~~accept or is ~~subject~~deemed not to ~~floating~~accept ~~interest~~the ~~rates~~Plan, ~~which~~the ~~makes~~Bankruptcy Court may nevertheless confirm the ~~Company~~Plan ~~more~~at ~~vulnerable~~the inDebtors’ request if at least one impaired class has accepted the ~~event~~Plan (with such acceptance being determined without including the vote of ~~adverse~~any ~~economic~~“insider” ~~conditions~~in such class), ~~increases~~and inas ~~prevailing~~to ~~interest~~each ~~rates~~impaired orclass athat ~~downturn~~has innot accepted the ~~Company’s~~Plan, ~~business~~the Bankruptcy Court determines that the Plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired classes. Since Ascertain ofclasses ~~December 31,~~are ~~2021~~deemed to reject the Plan, $3regardless of whether any voting classes reject the Plan,~~112~~ the requirements for non-consensual confirmation must be satisfied with respect to rejecting classes.5 While ~~million~~the ofDebtors ~~Products~~believe ~~Corporation’s~~that ~~total~~the ~~indebtedness~~Plan satisfies the requirements for non-consensual confirmation, orthere ~~approximately~~can ~~88%~~be ofno ~~its~~assurance ~~total~~that ~~indebtedness~~the Bankruptcy Court will reach the same conclusion. If the Bankruptcy Court does not find that the Plan satisfies the requirements for non-consensual confirmation, ~~was~~the ~~subject~~Bankruptcy toCourt ~~floating~~may ~~interest~~not ~~rates~~confirm the Plan.

InWe July 2017, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. On March 5, 2021, the U.K.’s Financial Conduct Authority formally confirmed its intention to cease publishing 24 LIBOR settings, including all seven euro LIBOR settings after December 31, 2021, and the overnight and 12-month U.S. dollar LIBOR setting after June 30, 2023. It is unclear whether or not LIBOR will cease to exist at that time (and if so, what reference rate will replace it) or if new methods of calculating LIBOR will be established such that it continues to exist after June 30, 2023. Certain of Products Corporation’s financing agreements, including its 2016 Term Loan Facility, the Amended 2016 Revolving Credit Facility, the 2020 BrandCo Facilities and the 2021 Foreign Asset-Based Term Facility are made at variable rates that use LIBOR as a benchmark for establishing the applicable interest rate. While the 2016 Term Loan Facility contains limited “fallback” provisions providing for comparable or successor rates in the event LIBOR is unavailable, these provisions may not adequately address the actual changes to LIBOR or its successor rates. For example, if future rates based upon the successor reference rate (or a new method of calculating LIBOR) are higher than LIBOR rates as currently determined, it may have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. On the other hand, if future rates based upon the successor reference rate (or a new method of calculating LIBOR) are lower than LIBOR rates as currently determined, the lenders under such credit agreements may seek ~~amendments~~ to ~~increase the applicable interest rate margins or invoke their right to require the use of the alternate base rate in place of LIBOR~~amend, ~~which could result in an increase to our interest expense as discussed below. By contrast~~waive, ~~the Amended 2016 Revolving Credit Facility~~modify, the 2020 BrandCo Credit Agreement and the 2021 Foreign Asset-Based Term Facility contain provisions governing the selection and adjustment of replacement reference rates. More generally, a phase-out of LIBOR could cause market volatility or ~~disruption~~withdraw ~~and may adversely affect our access to~~ the ~~capital~~Plan ~~markets~~at ~~and~~any ~~cost~~time ofbefore ~~funding, which would have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows~~confirmation.

AsSubject ofto ~~December 31,~~and ~~2021, the entire $874.7 million~~ in ~~aggregate~~accordance ~~principal~~with ~~amount~~the ~~outstanding~~terms ~~under~~of the ~~2016~~Restructuring ~~Term~~Support ~~Loan Facility bore interest~~Agreement, atthe ~~Product~~Backstop ~~Corporation’s~~Commitment ~~option,~~Agreement atand athe ~~rate~~Debt ~~per~~Commitment ~~annum~~Letter, ofwe ~~LIBOR~~reserve ~~(which~~the ~~has~~right, ain ~~floor~~accordance ofwith ~~0.75%)~~the ~~plus~~Bankruptcy aCode, ~~margin~~to ofamend ~~3.5%~~ or anmodify ~~alternate~~the ~~base~~Plan ~~rate~~before ~~plus~~the aentry ~~margin~~ of ~~2.5%,~~the ~~payable~~confirmation ~~quarterly,~~order ator awaive ~~minimum.~~any Atconditions ~~December 31,~~thereto ~~2021,~~if ~~LIBOR~~ and ~~the~~to ~~alternate base rate for~~ the ~~2016~~extent ~~Term~~such ~~Loan~~amendments ~~Facility~~or ~~were~~waivers ~~0.75%~~are ~~and~~necessary ~~3.50%,~~or ~~respectively.~~desirable Asto ofconsummate ~~December 31,~~the ~~2021, $109~~Plan.6 ~~million~~The inpotential ~~aggregate~~impact ~~principal~~of ~~amount~~any ~~outstanding~~such ~~under~~amendment ~~Tranche~~or Awaiver ofon the ~~Amended~~holders ~~2016~~of ~~Revolving~~claims ~~Credit~~and ~~Facility~~interests ~~bore~~cannot ~~interest,~~presently atbe ~~Products~~foreseen ~~Corporation’s~~but ~~option,~~may atinclude a ~~rate~~change ~~per~~in ~~annum~~the ~~equal~~economic toimpact ~~either:~~of ~~(i)~~ the ~~alternate~~Plan ~~base~~on ~~rate~~some ~~plus~~or anall ~~applicable~~of ~~margin~~the ~~equal~~proposed toclasses ~~2.75%;~~ or ~~(ii)~~a ~~the~~change ~~Eurocurrency~~in ~~rate~~the ~~(which~~relative ~~has~~rights ~~a floor~~ of ~~0.50%)~~such ~~plus an applicable margin equal to 3~~classes.~~75%.~~ ~~Term~~All ~~loans~~holders ~~under~~of ~~the~~claims ~~SISO~~and ~~Term~~interests ~~Loan~~will ~~Facility~~receive ~~accrue~~notice ~~interest, at Products Corporation’s option, at a rate per annum~~ of ~~LIBOR~~such ~~(which~~amendments ~~has a floor of 1.75%) plus a margin of 5.75%~~ or atwaivers anrequired ~~alternate~~by ~~base~~applicable ~~rate~~law ~~plus~~and athe ~~margin~~Bankruptcy ~~of 4~~Court.~~75%.~~ ~~Loans~~If ~~under~~we ~~Tranche~~seek Bto ofmodify the ~~Amended~~Plan ~~2016~~after ~~Revolving~~receiving ~~Credit~~sufficient ~~Facility~~acceptances ~~accrue~~but ~~interest,~~before atthe ~~Products~~Bankruptcy ~~Corporation~~Court’s ~~option,~~entry ~~at a rate per annum~~ of ~~LIBOR (which has a floor of 1.75%) plus a margin of 8.50% or at~~ an ~~alternate~~order ~~base~~confirming ~~rate~~the ~~plus~~Plan, ~~a margin of 7.50%. Interest accrues on~~ the ~~2020~~previously ~~BrandCo~~solicited ~~Facility~~acceptances atwill abe ~~rate~~valid ~~per~~only ~~annum~~if ~~equal to~~ (i) ~~2.00%,~~all ~~payable~~classes ~~in kind, plus (ii) LIBOR (which has a floor~~ of ~~1.50%)~~adversely ~~plus~~affected aholders ~~margin~~accept ~~of 10.5%. Interest accrues on~~ the ~~Roll-up~~modification ~~BrandCo~~in ~~Facility~~writing ~~and~~or ~~the Junior Roll-up BrandCo Facility at a rate per annum of LIBOR~~ (~~which has a floor of 0.75%~~ii) ~~plus a margin of 3.5%. Under~~ the ~~2021~~Bankruptcy ~~Foreign~~Court ~~Asset-Based Term Facility~~determines, ~~which~~after ~~currently~~notice ~~has~~to ~~$75.0~~designated ~~million~~parties, inthat ~~aggregate~~such ~~principal~~modification ~~amount~~was ~~outstanding,~~de ~~interest~~minimis ~~accrues~~or onpurely ~~borrowings~~technical ator aotherwise ~~rate~~did ~~per~~not ~~annum~~adversely ~~equal~~change to the ~~LIBOR~~treatment ~~rate~~of ~~(which~~holders ~~had~~of aaccepting ~~floor~~claims ofor ~~1.50%)~~interests, ~~plus~~or anis ~~8.50%~~otherwise ~~applicable~~permitted ~~margin.~~by ~~See~~the Bankruptcy Code.

We cannot make any assurances that the conditions precedent to the Plan’s effectiveness will occur or be waived by the effective date.

Even if the Plan is confirmed by the Bankruptcy Court, there can be no assurance as to the timing of the effective date of the Plan. If the conditions precedent to the effective date set forth in the Plan do not occur or are not waived as set forth in the Plan, then any order entered by the Bankruptcy Court confirming the Plan may be vacated, in which event no distributions would be made under the Plan, the Debtors and all holders of claims and interests would be restored to the status quo ante as of the day immediately preceding the confirmation date, and the Debtors’ obligations with respect to claims and interests would remain unchanged. Notably, the conditions precedent set forth in Article XI of the Plan include the requirement that the Debtors obtain all authorizations, consents, regulatory approvals, or rulings that are necessary to implement and effectuate a Plan. Moreover, absent an extension, the Restructuring Support Agreement may be terminated by the Required Consenting BrandCo Lenders if the effective date does not occur by April 28, 2023.

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~~“Recent~~The ~~Debt~~Restructuring ~~Transactions”~~Support inAgreement, ~~Item~~Backstop 7.Commitment ~~“Combined~~Agreement, ~~Management’s Discussion~~ and/or ~~Analysis~~the ofDebt ~~Financial~~Commitment ~~Condition~~Letter ~~and~~may ~~Results~~be ofterminated, ~~Operations.”~~which ~~and~~could ~~Note~~adversely 8,affect ~~“Debt,” to~~ the Company's ~~Consolidated~~Chapter ~~Financial~~11 ~~Statements~~Cases.

IfThe ~~any~~Restructuring ofSupport ~~LIBOR~~Agreement ~~(or~~contains ~~its~~provisions ~~successor~~that ~~rate),~~give one or more of the ~~prime~~Consenting ~~rate~~Creditor orParties the ~~federal~~ability ~~funds~~to ~~effective~~terminate ~~rate~~the ~~increases,~~Restructuring ~~Products~~Support ~~Corporation’s~~Agreement ~~debt~~if ~~service~~certain ~~costs~~conditions ~~will~~are ~~increase~~not tosatisfied or waived, including the ~~extent~~failure ~~that~~to ~~Products~~achieve ~~Corporation~~certain ~~has~~milestones. ~~elected~~Similarly, ~~such~~the ~~rates~~Backstop ~~for~~Commitment ~~its~~Agreement ~~outstanding~~and ~~loans.~~Debt ~~Based~~Commitment onLetter ~~the~~contain ~~amounts~~provisions ~~outstanding~~that ~~under~~give the ~~2016~~Equity ~~Senior~~Commitment ~~Credit~~Parties ~~Facilities,~~and the ~~2020~~Debt ~~BrandCo~~Commitment ~~Facilities~~Parties, ~~the~~as ~~2021~~applicable, ~~Foreign~~the ~~Asset-Based~~ability ~~Term~~to ~~Facility~~terminate ~~and~~their ~~other~~obligations ~~short-term~~to ~~borrowings~~fully ~~(which,~~backstop in the ~~aggregate~~Equity Rights Offering, ~~are~~or ~~Products~~the ~~Corporation’s~~ability ~~only~~to ~~debt~~terminate ~~currently~~their ~~subject~~commitment to ~~floating~~provide ~~interest~~the ~~rates)~~Incremental asNew ofMoney ~~December 31~~Facility, ~~2021~~as applicable, aupon 1%the ~~increase~~occurrence inof ~~LIBOR~~certain (events or anif ~~equivalent~~certain ~~successor~~conditions ~~rate)~~are ~~would~~not ~~increase~~satisfied. Termination of the ~~Company’s~~Restructuring ~~annual~~Support ~~interest~~Agreement, ~~expense~~Backstop byCommitment ~~$9.0 million.~~Agreement, ~~Based~~and/or onDebt ~~the~~Commitment ~~same~~Letter ~~amounts~~could ~~outstanding~~result in protracted Chapter 11 Cases, awhich ~~change~~could ~~from~~significantly ~~LIBOR~~and todetrimentally impact the ~~alternate~~Debtors’ ~~base~~relationships ~~rate~~with invendors, employees, and major customers, or potentially the ~~case~~conversion of the ~~2016~~Chapter ~~Credit~~11 ~~Agreements~~Cases ~~would~~into ~~increase~~cases ~~the~~under ~~Company’s~~Chapter ~~annual~~7 ~~interest~~of ~~expense~~the byBankruptcy ~~$15~~Code (“Chapter 7”).~~5 million.~~ ~~Increased~~For ~~debt~~additional ~~service~~information ~~costs~~on ~~would~~the ~~adversely~~Restructuring ~~affect~~Support Agreement, the ~~Company’s~~Backstop ~~cash~~Commitment ~~flows~~Agreement and ~~could~~the ~~have~~Debt aCommitment ~~material~~Letter, ~~adverse~~see ~~effect~~Item on7 ~~the Company’~~"Management's ~~business,~~Discussion ~~prospects,~~and ~~results~~Analysis of ~~operations,~~Financial ~~financial~~Condition ~~condition~~ and~~/or~~ ~~cash~~Results ~~flows~~of Operations" included in this 2022 Form 10-K.

The ~~Company's~~Restructuring ~~ability~~is subject to ~~service~~conditions ~~its debt~~ and ~~meet~~milestones ~~its~~that ~~cash~~we ~~requirements depends on many factors, including achieving anticipated levels of revenue and expenses. If such revenue or expense levels prove to be other than as anticipated, the Company~~ may be unable to meet its cash requirements or Products Corporation may be unable to meet the requirements of the 2016 Credit Agreements, 2020 BrandCo Credit Agreement and/or 2021 Foreign Asset-Based Term Agreement, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flowssatisfy.

~~The~~There ~~Company~~are ~~currently~~certain ~~expects~~material ~~that~~conditions ~~operating~~we ~~revenues,~~must ~~cash~~satisfy ~~on hand, and funds that may be available for borrowing~~ under the ~~Amended~~Restructuring ~~2016~~Support ~~Revolving Credit Facility and other permissible borrowings will be sufficient to enable the Company to cover its operating expenses for 2021~~Agreement, including: ~~cash requirements for~~ the ~~payment~~timely ofsatisfaction ~~expenses in connection with executing the Company's business initiatives and its advertising, promotional, pricing and/or marketing plans; purchases~~ of ~~permanent~~milestones ~~wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement plan contributions; payments~~ in ~~connection with~~ the ~~Company's~~Chapter ~~restructuring~~11 ~~programs (including~~Cases, ~~without~~which ~~limitation,~~include the EAconfirmation ~~Integration~~of ~~Restructuring Program,~~ the ~~2018~~Plan ~~Optimization Program~~ and the ~~Revlon~~consummation ~~2020~~of ~~Restructuring Program); severance not otherwise included in~~ the ~~Company's~~ restructuring ~~programs; business and/or brand acquisitions (including, without limitation, through licensing~~ transactions), ifthereunder. ~~any;~~The ~~debt~~satisfaction ~~and/or~~of ~~equity~~such ~~repurchases,~~conditions ifis ~~any;~~subject ~~costs related~~ to ~~litigation;~~risks and ~~payments in connection with discontinuing non-core business lines and/or exiting and/or entering certain territories and/or channels of trade. See Note 8~~uncertainties, ~~“Debt,”~~many ~~to the Company's Consolidated Financial Statements in this Form 10-K and “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis~~ of ~~Financial~~which ~~Condition~~are ~~and~~beyond ~~Results~~our ~~of Operations~~control.”

~~However,~~Termination ~~if the Company's anticipated level~~ of ~~revenue~~our isexclusive ~~not~~right ~~achieved because of, for example, decreased consumer spending in response~~ to ~~the~~file ongoing and prolonged COVID-19 pandemic or other weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company's products as a ~~result~~Chapter of11 ~~increased~~plan ~~competitive activities by the Company's competitors~~ and~~/or~~ decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or sales channels, such as due to the ~~consumption~~exclusive ~~declines~~right in core beauty categories in the mass retail channel in North America; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in brick-and-mortar channels where the Company sells its products, as consumers continue to ~~shift~~solicit ~~purchases~~acceptances tocould ~~online~~result ~~and e-commerce channels; changes~~ in ~~pricing,~~competing marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company's expenses, including, without limitation, those for pension expense under its benefit plans, capital expenditures, restructuring and severance costs (including, without limitation, for the EA Integration Restructuring Program, the 2018 Optimization Program and the Revlon 2020 Restructuring Program (subsequently renamed during 2021 as RGGA)), acquisition and integration costs, costs related to litigation, advertising, promotional or marketing activities or for sales returns related to any reduction of ~~space by the Company's customers~~reorganization, ~~product~~which discontinuances or otherwise, exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet its cash requirements. In addition, such developments, if significant, could ~~reduce the Company's revenues and could~~ have aless ~~material~~favorable ~~adverse effect on Products Corporation's ability to comply with the~~ terms ~~of the 2016 Credit Agreements, 2020 BrandCo Credit Agreement and/~~or ~~2021~~result ~~Foreign Asset-Based Term Loan Agreement (See also Item 1A. Risk Factors - "Restrictions and covenants~~ in ~~Products~~significant ~~Corporation’s~~litigation ~~various debt instruments limit its ability to take certain actions~~ and ~~impose consequences in the event of failure to comply," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants)~~expenses.

We currently have the exclusive right to file a Chapter 11 plan through and including May 9, 2023, and the exclusive right to solicit acceptances of any such plan through May 9, 2023. Such deadlines may be extended from time to time by the Bankruptcy Court “for cause” (as permitted by §1121(d) of the Bankruptcy Code) until the dates 18 months and 20 months after the date we filed the Chapter 11 Cases, respectively. However, it is possible that (i) parties in interest could seek to shorten or terminate such exclusive plan filing and solicitation periods “for cause” (as permitted by section 1121(d) of the Bankruptcy Code)) or (ii) that such periods could expire without extension prior to confirmation and consummation of the Plan.

If our exclusive plan filing and solicitation periods expire or are terminated, other parties in interest will be permitted to file alternative plans of reorganization. There can be no assurances that recoveries under any such alternative plan would be as favorable to creditors as the Plan. In addition, the proposal of competing plans of reorganization may entail significant litigation and significantly increase the expenses of administration of the Debtors' cases, which could deplete creditor recoveries under any plan.

We may fail to obtain the proceeds of the Exit Facilities or the Equity Rights Offering, which would adversely affect our ability to consummate the Plan.

There can be no assurance that we will receive any or all of the proceeds of the Exit Facilities and the Equity Rights Offering. Because final documentation relating to the Exit Facilities has not yet been executed, there can be no assurance that we will be able to obtain the proceeds of the Exit Facilities. In addition, and notwithstanding the Backstop Commitment Agreement applicable to the Equity Rights Offering, because the Equity Rights Offering has not yet been completed, there can be no assurance that the Debtors will receive any or all of the proceeds of the Equity Rights Offering. If the Debtors do not receive the proceeds of the Exit Facilities and the Equity Rights Offering, the Debtors will not be able to consummate the Plan in its current form.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

We face uncertainty regarding the adequacy of our liquidity and capital resources. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. In addition, we must comply with the covenants of our DIP Facilities and other agreements associated therewith in order to continue to access our borrowings thereunder. We cannot assure you that cash on hand, cash flow from operations and the DIP Facilities will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from the Chapter 11 Cases.

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IfOur ~~the~~liquidity, ~~Company's~~including ~~operating~~our ~~revenues,~~ability ~~cash~~to onmeet ~~hand~~our ~~and/or~~ongoing ~~funds~~operational ~~that~~obligations, ~~may~~is bedependent ~~available~~upon, ~~for~~among ~~borrowing~~other ~~are~~things: ~~insufficient~~(i) our ability to ~~cover~~comply with the ~~Company's~~terms ~~expenses~~ and~~/or~~ ~~are~~conditions ~~insufficient~~of toour ~~enable~~DIP ~~Products~~Facilities ~~Corporation~~and associated agreements; (ii) our ability to comply with the ~~requirements~~terms and conditions of ~~the~~any ~~2016~~cash ~~Credit~~collateral ~~Agreements,~~order ~~2020~~that ~~BrandCo~~may ~~Credit~~be ~~Agreement~~entered ~~and/or~~by ~~2021~~the ~~Foreign~~Bankruptcy ~~Asset-Based~~Court ~~Term~~in ~~Agreement,~~connection with the ~~Company~~Chapter ~~could~~11 beCases; ~~required~~(iii) our ability to ~~adopt~~maintain ~~one~~adequate cash on hand; (iv) our ability to generate cash flow from operations; (v) our ability to develop, confirm and consummate a Chapter 11 plan or ~~more~~other alternative restructuring transaction; and (vi) the cost, duration and outcome of the ~~alternatives~~Chapter ~~listed~~11 ~~below:~~Cases.

As a result of the Chapter 11 Cases, our financial results may be volatile and may not reflect historical trends.

During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the Petition Date. In addition, if we emerge from Chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements, due to, among other things, revisions to our operating plans pursuant to a plan of reorganization. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date. Such value may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting also may be different from historical trends.

We have experienced, and may continue to experience, increased levels of employee attrition as a result of the Chapter 11 Cases.

As a result of the Chapter 11 Cases, we have experienced, and may continue to experience, increased levels of employee attrition, and our employees have faced, and likely will continue to face, considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases may be limited by restrictions on implementation of incentive programs under the Bankruptcy Code. On July 25, 2022, the Bankruptcy Court approved a key employee retention program for key non-insider employees. The loss of services of members of our senior management team and other employees could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our business, financial condition and results of operations.

Our post-bankruptcy capital structure has yet to be implemented, and any changes to our capital structure may have a material adverse effect on existing debt and security holders, including holders of our Class A Common Stock.

Our proposed post-bankruptcy capital structure will be set pursuant to the Plan that requires Bankruptcy Court approval. The reorganization of our capital structure may include exchanges of new debt or equity securities for our existing debt, equity securities, and claims against us. Such new debt may be issued at different interest rates, payment schedules and maturities than our existing debt securities.

If our proposed Plan is approved by the Bankruptcy Court, existing securities, including our Class A Common Stock, will be cancelled without receiving any distribution. The success of a reorganization through any such exchanges or modifications will depend on approval by the Bankruptcy Court and the willingness of existing debt and security holders to agree to the exchange or modification, subject to the provisions of the Bankruptcy Code, and there can be no guarantee of success. If such exchanges or modifications are successful, holders of our debt or of claims against us may find their holdings no longer have any value or are materially reduced in value, or they may be converted to equity and be diluted or may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, longer maturities and reduced interest rates. Holders of our Class A Common Stock may also find that their holdings no longer have any value and face highly uncertain or no recoveries under a plan. There can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ability to issue new debt or equity in the future. Although we cannot predict how the claims and interests of stakeholders in the Chapter 11 Cases, including holders of Class A Common Stock, will ultimately be resolved, we expect that Class A common stockholders will not receive a recovery through any plan of reorganization unless the holders of more senior claims and interests, such as secured and unsecured indebtedness (which is currently trading at a significant discount), are paid in full. Consequently, there is a significant risk that the holders of our Class A Common Stock would receive no recovery under the plan of reorganization and that our Class A Common Stock will be worthless.

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The Plan is based upon assumptions that we developed that may prove incorrect and could render the Plan unsuccessful.

The Plan and the restructuring transactions contemplated thereby reflect assumptions and analyses based on our experience and perception of historical trends, current conditions, management’s plans, and expected future developments, as well as other factors that we consider appropriate under the circumstances. The feasibility of the Plan for confirmation purposes under the Bankruptcy Code relies on financial projections we developed in connection with developing our business plan, including with respect to revenues, EBITDA, debt service, and cash flow. Financial forecasts are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be accurate.

Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including, but not limited to: (i) the ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; (ii) the ability to retain key employees; and (iii) the overall strength and stability of general economic conditions in the United States and in the specific markets in which we currently do business. The failure of any of these factors could not only vitiate the projections and analyses that informed the Plan, but also otherwise materially adversely affect the successful reorganization of our businesses.

We expect that our actual financial condition and results of operations may differ, perhaps materially, from what was anticipated. Consequently, there can be no assurance that the results or developments contemplated by the Plan (or any other plan of reorganization we may implement) will occur or, even if they do occur, that they will have the anticipated effects on us and our subsidiaries or our businesses or operations. The failure of any such results or developments to materialize as anticipated could materially adversely affect the successful execution of the Plan.

The allowed amount of claims and the estimated percentage of recoveries set forth in the proposed Disclosure Statement may differ from current estimates.

There can be no assurance that the estimated claim amounts set forth in the proposed Disclosure Statement are correct, and the actual amount of allowed claims may differ materially from the estimates. There can be no assurance that the allowed amount of claims in Classes 9(a) (talc personal injury claims), 9(b) (non-qualified pension claims), 9(c) (trade claims), and 9(d) (other general unsecured claims) will not be significantly more than currently estimated, which, in turn could cause the estimated value of distributions to be reduced substantially. The estimated amounts are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the actual amount of allowed claims may vary materially from those estimated in the proposed Disclosure Statement.

Furthermore, although the Claims Bar Date (as defined below) has passed, on March 7, 2023, the Bankruptcy Court entered an order extending the Claims Bar Date for claimants alleging harm from the Company’s chemical hair straightening/hair relaxer products (such claimants, the “Hair Relaxer Claimants”) to April 11, 2023 for such claimants. To be entitled to vote on the Plan, Hair Relaxer Claimants must file a simplified proof of claim online by March 23, 2023. As a result, we anticipate that numerous additional personal injury claims will be filed against the Debtors relating to chemical hair straighteners and/or hair relaxer products. If additional claims are filed, the recovery for each allowed claim in Class 9(d) (other general unsecured claims) may be reduced.

Parties-in-Interest may object to our classification of claims and interests.

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity interest in a particular class only if such claim or equity interest is substantially similar to the other claims or equity interests in such class. We believe that the classification of claims and interests under the Plan complies with the requirements set forth in the Bankruptcy Code because we created classes of claims and interests, each encompassing claims or interests, as applicable, that are substantially similar to the other claims or interests in each such class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

The consenting unsecured noteholder recovery in the Plan may not be approved.

The Plan provides that if Class 8 (unsecured notes claims) does not accept the Plan, holders of such claims that vote to accept the Plan on account of their claim and do not, directly or indirectly, object to, or otherwise impede, delay, or interfere with, solicitation, acceptance, confirmation, or consummation of the Plan, will receive the Consenting Unsecured Noteholder Recovery (as defined in the Plan), unless the Bankruptcy Court finds that such Consenting Unsecured Noteholder Recovery is improper. The Consenting Unsecured Noteholder Recovery may be subject to substantial challenges, including on the basis that it provides unequal treatment within Class 8 pursuant to section 1123(a)(4) of the Bankruptcy Code, or is other otherwise impermissible under applicable bankruptcy law. If the Bankruptcy Court were to sustain any such challenge, consenting

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REVLON, INC. AND SUBSIDIARIES

unsecured noteholders would not be eligible to receive the Consenting Unsecured Noteholder Recovery. As such, members of Class 8 should not rely on the Consenting Unsecured Noteholder Recovery in making a decision to vote to accept the Plan.

Releases, injunctions and exculpations in the Plan may not be approved.

Article X of the Plan provides for certain releases, injunctions, and exculpations, including a release of liens and causes of action that may otherwise be asserted against the Debtors, Reorganized Holdings, or released parties, as applicable. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties and may not be approved. If the releases, injunctions, and exculpations are not approved, certain released parties may withdraw their support for the Plan. The releases provided to the released parties and the exculpation provided to the exculpated parties are necessary to the success of the Debtors’ reorganization because the released parties and exculpated parties have made significant contributions to the Debtors’ reorganization efforts and have agreed to make further contributions, including by agreeing to convert certain of their claims against the Debtors’ estates into equity in Reorganized Holdings, but only if they receive the full benefit of the Plan’s release and exculpation provisions. The Plan’s release and exculpation provisions are an inextricable component of the Restructuring Support Agreement and the significant deleveraging and financial benefits embodied in the Plan.

In certain instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code, in which case our Class A Common Stock would likely be worthless.

There can be no assurance as to whether we will successfully reorganize and emerge from the Chapter 11 Cases or, if we do successfully reorganize, as to when we would emerge from the Chapter 11 Cases. If the Bankruptcy Court finds that it would be in the best interest of creditors and/or the Debtors, the Bankruptcy Court may convert our Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate the Debtors’ assets for distribution in accordance with the priorities established by the Bankruptcy Code. We believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to our creditors than those provided for in a Chapter 11 plan or reorganization because of (i) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time rather than reorganizing or selling in a controlled manner the Debtors’ businesses as a going concern, (ii) additional administrative expenses involved in the appointment of a Chapter 7 trustee, and (iii) additional expenses and claims, some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of operations. We believe our Class A Common Stock would receive no distribution if the Chapter 11 Cases were converted to cases under Chapter 7 of the Bankruptcy Code. Under the Plan, our Class A Common Stock will be cancelled without receiving any distribution. As a result, in either scenario, it is likely that our Class A Common Stock is worthless.

The Chapter 11 Cases are expected to render our Class A Common Stock worthless.

We have a substantial amount of indebtedness that is senior to the Company’s existing shares of Class A Common Stock in our capital structure. Recoveries in the Chapter 11 Cases for holders of Class A Common Stock, if any, will depend upon our ability to confirm the Plan (or another Chapter 11 plan), the terms of such plan, the performance of our business, the value of our assets and other factors. Under the proposed Plan, our Class A Common Stock will be cancelled without receiving any distribution. The Class A common stockholders will not receive any recovery unless the holders of more senior claims and interests, such as secured and unsecured indebtedness (which are not expected to recover in full under the Plan), are paid in full. Consequently, we expect that our Class A Common Stock will become worthless.

Trading in shares of our Class A Common Stock during the pendency of the Chapter 11 Cases is highly speculative and we expect that you will lose your investment.

The price of our Class A Common Stock has been volatile following the commencement of the Chapter 11 Cases. As described above, we expect that the Class A Common Stock will be worthless under the Plan. Accordingly, any trading in our Class A Common Stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our Class A Common Stock. Furthermore, we have experienced extreme price and volume fluctuations in our Class A Common Stock that have often been unrelated or disproportionate to the operating performance of our Company and/or macro-industry and macroeconomic trends. These price and volume fluctuations have been due in large part to trading activity by retail investors and/or short sellers which has put and may continue to put pressure on the supply and demand for our Class A Common Stock, further increasing volatility in its market price. These and other external factors have caused and may continue to cause the market price and demand for our Class A Common Stock to fluctuate substantially. Accordingly, we cannot assure you of the liquidity of an active trading market, your ability to sell your shares of our Class A Common Stock when desired, or the prices that you may obtain for your shares of our Class A Common Stock.

The DIP Facilities may be insufficient to fund our business operations, or may be unavailable to us if we do not comply with certain covenants.

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There can be no assurance that the revenue generated by our business operations and the cash made available to us under the DIP Facilities will be sufficient to fund our operations. There can be no assurance that additional financing would be available or, if available, offered on terms that are acceptable to us or the Bankruptcy Court. If, for one or more reasons, we need to and are unable to obtain such additional financing, our business and assets may be subject to liquidation under Chapter 7 and we may cease to continue as a going concern.

The DIP Facilities include affirmative and negative covenants applicable to us, including milestones related to the progress of the Chapter 11 Cases and compliance with a budget and maintenance of certain minimum liquidity. There can be no assurance that we will be able to comply with these covenants and meet our obligations as they become due or to comply with the other terms and conditions of the DIP Facilities. Any event of default under the DIP Facilities could imperil our ability to reorganize.

Additionally, limits on Products Corporation’s borrowing capacity under the DIP ABL Facility may affect our ability to finance our operations. At December 31, 2022, Products Corporation had $171.8 million in aggregate borrowings outstanding under the DIP ABL Facility. While the DIP ABL Facility provides for up to $270 million of revolving commitments, the Company’s ability to borrow funds under such facility is limited by a borrowing base determined relative to the value, from time-to-time, of certain eligible assets. Under the DIP ABL Facility, if the value of the Company's eligible assets is not sufficient to support the full borrowing base under the facility, Products Corporation will not have complete access to the entire commitment available under the facility, but rather would have access to a lesser amount as determined by the borrowing base. The applicable borrowers must prepay loans under the DIP ABL Facility to the extent that outstanding loans exceed its borrowing base.

As Products Corporation continues to manage its working capital (including its and its subsidiaries’ inventory and accounts receivable, which are significant components of the eligible assets comprising the borrowing base under the DIP ABL Facility), this could reduce the borrowing base under the DIP ABL Facility. Further, if Products Corporation borrows funds under the DIP ABL Facility, subsequent changes in the value or eligibility of the assets within the borrowing base could require Products Corporation to pay down amounts outstanding under such facility so that there is no amount outstanding in excess of the then-existing borrowing base.

If one or more lenders under the DIP ABL Facility are unable to fulfill their commitment to advance funds to Products Corporation under such facility, it would impact the Company’s liquidity and, depending upon the amount involved and the Company’s liquidity requirements, it could have an adverse effect on the Company’s ability to fund its operations, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Recently, the Company’s working capital and borrowing base availability under the DIP ABL Facility has been negatively impacted by global supply chain issues which have affected the Company’s accounts receivable and inventory. These global supply chain issues have resulted from the COVID-19 pandemic and macroeconomic headwinds, and have led to the unavailability of raw materials and cost increases in raw materials, labor and transportation. Although the Company has taken actions to increase its liquidity, these global supply chain issues and other developments that may negatively affect the Company’s liquidity, such as the ongoing Russia-Ukraine conflict, may continue or recur in the future. Actions previously taken by the Company to address these issues, such as cost cutting, may have a negative effect on the future business and results of operations of the Company. There can be no assurance that these global supply chain issues and other developments will not impact the Company’s liquidity in the future. If the Company is unable to finance its business on either a short-term or long-term basis due to a decrease in borrowing capacity or liquidity, it could result in a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

At December 31, 2022, the Company had a liquidity position of $308.3 million, consisting of: (i) $249.3 million of unrestricted cash and cash equivalents (with approximately $94.6 million held outside the U.S.); (ii) $60.4 million in available borrowing capacity under the DIP ABL Facility (which had $41.8 million drawn at such date); and less (iii) approximately $1.4 million of outstanding checks. See Note 8, “Debt,” to the Company's Consolidated Financial Statements in this Form 10-K and “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

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the DIP Term Loan Facility and/or the DIP ABL Facility, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company currently expects that operating revenues, cash on hand, and funds that may be available for borrowing under the DIP ABL Facility and other permissible borrowings will be sufficient to enable the Company to cover its operating expenses for the first half of 2023, including: cash requirements for the payment of expenses in connection with executing the Company's business initiatives and its advertising, promotional, pricing and/or marketing plans; purchases of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement plan contributions; payments in connection with the Company's restructuring programs (including, without limitation, the 2018 Optimization Program and the Revlon 2020 Restructuring Program (subsequently renamed during 2021 as RGGA, as hereinafter defined)); severance not otherwise included in the Company's restructuring programs; business and/or brand acquisitions (including, without limitation, through licensing transactions), if any; costs related to litigation; and payments in connection with discontinuing non-core business lines and/or exiting and/or entering certain territories and/or channels of trade. See Note 8, “Debt,” to the Company's Consolidated Financial Statements in this Form 2022 10-K and “Recent Debt Transactions” in Item 7. “Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

However, if the Company's anticipated level of revenue is not achieved because of, for example, decreased consumer spending in response to challenging economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company's products as a result of increased competitive activities by the Company's competitors and/or decreased performance by third-party suppliers, whether due to shortages of raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or sales channels, such as due to the consumption declines in core beauty categories in the mass retail channel in North America; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company's existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company's expenses, including, without limitation, those for pension expense under its benefit plans, capital expenditures, restructuring and severance costs (including, without limitation, for the 2018 Optimization Program and the Revlon 2020 Restructuring Program (subsequently renamed during 2021 as RGGA)), acquisition and integration costs, costs related to litigation, advertising, promotional or marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet its cash requirements. In addition, such developments, if significant, could reduce the Company's revenues and could have a material adverse effect on the DIP Facilities (See also Item 1A. Risk Factors - "The DIP Facilities may be insufficient to fund our business operations, or may be unavailable to us if we do not comply with certain covenants," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants under the DIP Facilities).

If the Company's operating revenues, cash on hand and/or funds that may be available for borrowing are insufficient to cover the Company's expenses and/or are insufficient to enable Products Corporation to comply with the requirements of the DIP Facilities, the Company could be required to adopt one or more of the alternatives listed below:

•delaying the implementation of or revising certain aspects of the Company's business initiatives;

•reducing or delaying purchases of wall displays and/or expenses related to the Company's advertising, promotional and/or marketing activities;

•reducing or delaying capital spending;

•implementing new restructuring programs;

•refinancing Products Corporation's indebtedness;

•selling assets or operations;

•seeking additional capital contributions and/or loans from MacAndrews & Forbes, the Company's other affiliates and/or third parties; and/or

•selling additional Revlon equity or debt securities or Products Corporation's debt securities; and/or

•reducing other discretionary spending.

The Company may not be able to take any of these actions because of a variety of commercial or market factors or constraints in one or more of Products Corporation's various debt instruments, including, for example, ~~market conditions being unfavorable for an equity or a debt issuance,~~ additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of one or more of Products Corporation's various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party transactions. If the Company is required to take any of these actions, it could have a material adverse effect on its business, prospects, results of operations, financial condition and/or cash flows.

Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or enable Products Corporation to comply with the terms of the 2016 Credit Agreements, 2020 BrandCo Credit Agreement and/or 2021 Foreign Asset-Based Term Agreement if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be. (See also Item 1A. Risk Factors - "Restrictions and covenants in Products Corporation’s various debt instruments limit its ability to take certain actions and impose consequences in the event of failure to comply," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants).26

Shares of Revlon Class A Common Stock are pledged to secure the debt of the Company’s affiliates and shares of Products Corporation's capital stock are pledged to secure various obligations of Revlon and Products Corporation, and foreclosure upon these shares or dispositions of shares of Revlon or Products Corporation could result in the acceleration of debt under Products Corporation's 2016 Senior Credit Facilities, 2020 BrandCo Facilities, 2021 Foreign Asset-Based Term Facility and/or its 6.25% Senior Notes and could have other consequences.

All of Products Corporation's shares of common stock are pledged to secure Revlon’s guarantee under the 2016 Senior Credit Facilities and the 2020 BrandCo Facilities. MacAndrews & Forbes has advised the Company that it has pledged shares of Revlon’s Class A Common Stock to secure certain obligations of MacAndrews & Forbes. Additional shares of Revlon and shares of common stock of intermediate holding companies between Revlon and MacAndrews & Forbes may from time-to-time be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that are secured by the pledged shares could cause a foreclosure with respect to such shares of Revlon's Class A Common Stock, Products Corporation's common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes.

A foreclosure upon any such shares of common stock or dispositions of shares of Revlon’s Class A Common Stock, Products Corporation's common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes that are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a "change of control" under Products Corporation’s 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 2021 Foreign Asset-Based Term Agreement, and the 6.25% Senior Notes Indenture. A change of control constitutes an event of default under the 2016 Credit Agreements, the 2020 BrandCo Credit Agreement and the 2021 Foreign Asset-Based Term Agreement that would permit Products Corporation's and its subsidiaries' lenders to accelerate amounts outstanding under such facilities. In addition, holders of the 6.25% Senior Notes may require Products Corporation to repurchase their respective notes under those circumstances.

Products Corporation may not have sufficient funds at the time of any such change of control to repay in full or in part the borrowings under the 2016 Senior Credit Facilities, the 2020 BrandCo Facilities and the 2021 Foreign Asset-Based Term Facility and/or to repurchase or redeem some or all of the 6.25% Senior Notes. (See also Item 1A. Risk Factors - "The Company's ability to service its debt and meet its cash requirements depends on many factors, including achieving anticipated

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~~levels~~incurrence of ~~revenue~~debt, ~~and~~incurrence ~~expenses.~~of Ifliens, ~~such~~asset ~~revenue~~dispositions and/or ~~expense~~related ~~levels~~party ~~prove~~transactions. toIf ~~be other than as anticipated,~~ the Company ~~may~~is berequired ~~unable~~ to ~~meet~~take ~~its~~any ~~cash requirements or Products Corporation may be unable to meet the requirements~~ of ~~the~~these ~~2016 Credit Agreements~~actions, ~~2020~~it ~~BrandCo Credit Agreement and/or 2021 Foreign Asset-Based Term Loan Agreement, which~~ could have a material adverse effect on ~~the~~its ~~Company's~~ business, prospects, results of operations, financial condition and/or cash flows."

~~Risks~~Such ~~Related~~actions, toif ever taken, may not enable the Company’s ~~Industry,~~to ~~Business~~satisfy its cash requirements or enable Products Corporation and ~~Operations~~its subsidiaries to comply with the terms of the DIP Facilities if the actions do not result in sufficient cost reductions or generate a sufficient amount of additional capital, as the case may be. (See also Item "Risk Factors - "The DIP Facilities may be insufficient to fund our business operations, or may be unavailable to us if we do not comply with certain covenants," which discusses, among other things, the consequences of noncompliance with Products Corporation's debt covenants under the DIP Facilities).

~~The~~Risks ~~ongoing~~Related ~~and~~to ~~prolonged~~Securities ~~COVID-19 pandemic has resulted in significantly decreased net sales for the Company and has had, and could continue~~ to ~~have,~~be aIssued ~~significant~~Under ~~adverse effect on~~ the ~~Company's~~Plan ~~business, results of operations, financial condition and/or cash flows.~~Generally

~~The~~There ~~ongoing~~is ~~and~~no ~~prolonged~~public ~~COVID-19~~market ~~pandemic has had, and continues to periodically have, a significant adverse effect on the Company’s business around the globe, which could continue~~ for the ~~foreseeable~~securities ~~future. The COVID-19 pandemic has adversely impacted net sales in all major commercial regions that are important~~ to ~~the~~be ~~Company’s~~issued ~~business.~~under ~~COVID-19’s adverse impact on~~ the global economy has contributed to significant and extended quarantines and other social distancing measures; the increased prevalence of remote working arrangements for employees in certain industries; global supply chain disruptions, including manufacturing and transportation delays, due to closures, employee absences, port congestion, labor and container shortages, and shipment delays, increased transportation costs, tight labor markets and inflationary pressures for a number of industries, including consumer retail, and related consumer products shortages and price increases; closures, bankruptcies and/ or reduced operations of retailers, beauty salons, spas, offices and manufacturing facilities; labor shortages with employers in many industries, including consumer retail, experiencing increased competition to recruit, hire and retain employees; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictionsPlan. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company’s reporting segments and regions. However, with the roll out of COVID-19 vaccinations in the United States in 2021 and the easing of COVID-19 restrictions in 2021, the Company saw a gradual rebound in consumer spending and consumption in 2021. The Company continues to closely monitor the associated impacts of COVID-19, including the impacts of any new variants of COVID-19 and subsequent “waves” of the pandemic, and will take appropriate actions in an effort to mitigate the COVID-19 pandemic’s negative effects on the Company’s operations and financial results.

If Inthe ~~April~~Plan ~~2020,~~is ~~the~~confirmed ~~Company~~by ~~took~~the ~~several~~Bankruptcy ~~cost~~Court, ~~reduction~~Reorganized ~~measures~~Holdings ~~designed~~is expected to ~~mitigate~~emerge ~~the~~from ~~adverse~~Chapter ~~impact~~11 ofbankruptcy ~~the~~as ~~ongoing~~a ~~and~~privately ~~prolonged~~held ~~COVID-19~~company ~~pandemic~~and on its ~~net~~outstanding ~~sales,~~equity ~~including,~~is ~~without~~expected ~~limitation:~~to ~~(i)~~be ~~reducing~~cancelled. ~~brand~~There ~~support,~~will asbe ano ~~result~~public ofmarket for the ~~abrupt~~new ~~decline~~common instock ~~retail~~(the ~~store~~“New ~~traffic;~~Common ~~(ii~~Stock”) ~~continuing~~or tonew ~~monitor~~warrants (the ~~Company’s~~“New ~~sales~~Warrants”) ~~and~~to ~~order~~be ~~flow~~issued ~~and~~under ~~periodically~~the ~~scaling~~Plan ~~down operations~~ and ~~cancelling~~there ~~promotional~~can ~~programs;~~be ~~and~~no ~~(iii)~~assurance ~~closely~~as ~~managing~~to ~~cash~~the ~~flow~~development ~~and~~or liquidity ~~and~~of ~~prioritizing~~any ~~cash~~market tofor ~~minimize COVID-19’s impact on~~ the ~~Company’s~~New ~~production~~Common ~~capabilities.~~Stock, Inor ~~April~~New ~~2020~~Warrants, ~~the~~or ~~Company~~that ~~also~~such ~~implemented~~securities ~~various~~will ~~organizational~~be ~~interim~~listed ~~measures~~upon ~~designed~~any tonational ~~reduce~~securities ~~costs~~exchange inor ~~response~~any ~~to COVID~~over-~~19, including, without limitation: (i) switching to a reduced work week in~~ the-counter ~~U.S.~~market ~~and~~after in the ~~Company's~~effective ~~international~~date. ~~locations~~If ~~and~~a ~~reducing~~trading ~~executive~~market ~~and~~does ~~employee~~not ~~compensation~~develop, inis ~~the~~not ~~range~~maintained, ofor ~~20%~~remains toinactive, ~~40%;~~holders ~~(ii) furloughing approximately 40%~~ of the ~~Company’s~~New ~~U.S.-based~~Common ~~office-based~~Stock ~~employees~~ and ~~30%~~New ~~factory-based~~Warrants ~~employees,~~may asexperience ~~well~~difficulty ~~as employees~~ in areselling ~~majority~~such ofsecurities ~~the~~or ~~Company's~~may ~~other~~be ~~locations;~~unable ~~(iii)~~to ~~suspending~~sell ~~the~~them ~~Company’s~~at ~~2020~~all. ~~merit~~Even ~~base~~if ~~salary~~such ~~increases,~~a ~~discretionary~~market ~~profit~~were ~~sharing contributions and matching contributions~~ to exist, the ~~Company’s~~price ~~401(k)~~of ~~plan;~~such ~~(iv)~~securities ~~reducing~~will ~~Board~~depend ~~and~~upon ~~committee~~many ~~compensation~~factors, byincluding, ~~50%~~without ~~and~~limitation, ~~eliminating~~prevailing ~~Board~~interest ~~and~~rates, ~~committee~~markets ~~meeting~~for ~~fees;~~similar ~~and~~securities, ~~(v)~~industry ~~suspending~~conditions, ~~or terminating services~~ and ~~payments under consulting agreements with certain directors. During~~ the ~~third~~performance ~~quarter~~ of ~~2020~~, ~~the~~and ~~Company~~investor ~~started~~expectations tofor, ~~gradually~~Reorganized ~~roll~~Holdings. ~~back~~Furthermore, ~~some~~persons ~~of these measures especially with regards~~ to ~~some~~whom of the ~~employees~~New ~~previously~~Common ~~furloughed~~Stock ~~and/~~or onNew aWarrants ~~reduced~~are ~~work~~issued ~~week.~~pursuant ~~With~~to ~~these measures, including~~ the ~~Revlon~~Plan ~~2020~~may ~~Restructuring~~prefer ~~Program,~~to ~~the~~liquidate ~~Company~~their ~~achieved~~investments ~~cost~~rather ~~reductions~~than ofhold ~~approximately~~such ~~$286~~securities ~~million~~on ~~during~~a ~~the~~long-term ~~year~~basis. ~~ended December 31~~Accordingly, ~~2020~~the ~~that~~market ~~have~~price ~~substantially~~for ~~offset~~such ~~the~~securities ~~impact~~could ~~of the~~ decline inand ~~the~~any ~~Company's~~market ~~net~~that ~~sales~~does ~~over~~develop ~~such~~for ~~period. No~~ such ~~organizational~~securities ~~interim~~may ~~measures~~be ~~were taken in 2021 besides the Company’s ongoing Revlon 2020 Restructuring Program~~volatile.

The ~~ongoing~~securities ~~and prolonged COVID-19 pandemic has caused the Company and various of its key third party suppliers~~ to temporarily close one or more of their manufacturing facilities. While these closures have not yet had a material adverse impact on the Company’s ability to operate and fulfill orders, if the COVID-19 restrictions continue for a period longer than the period for the re-opening of retailers, such restrictions could lead to a shortage of raw materials, components and finished products, which in turn could cause the Company to be ~~unable~~issued tounder ~~ship products to retailers and consumers and continue to adversely impact~~ the ~~Company’s~~Plan ~~net~~will ~~sales. Also, if one or more of the Company’s key customers were required to close for an extended period, the Company might not~~ be ~~able~~subject to ~~ship products to them and consumers may decrease their level of purchasing activity, which would adversely impact the Company’s net sales~~dilution. In addition, governmental authorities may recommend or impose other measures that could cause significant disruptions to the Company’s business operations in the regions most impacted by the coronavirus. The continuation of any of the foregoing events or other unforeseen consequences of the COVID-19 pandemic would continue to significantly adversely affect the Company’s business, results of operations, financial condition and cash flows.

23The ownership percentage represented by the New Common Stock distributed on the effective date under the Plan will be subject to dilution from the equity issued in connection with the (i) Equity Rights Offering (including the Backstop Commitment Premium (as defined in this 2022 Form 10-K)), (ii) the management incentive plan, (iii) the exercise of the New Warrants, (iv) other post-emergence issuances and (v) the conversion of any options, warrants, convertible securities, exercisable securities, or other securities that may be issued post-emergence.

No dividends will be paid on the securities to be issued under the Plan.

Reorganized Holdings does not anticipate paying any dividends on the New Common Stock as it expects to retain any future cash flows for debt reduction and to support its operations. In addition, covenants in the documents governing Reorganized Holdings’ indebtedness may restrict its ability to pay cash dividends and may prohibit the payment of dividends and certain other payments. As a result, the success of an investment in the New Common Stock (including the New Common Stock issuable upon the exercise of the New Warrants) will depend entirely upon any future appreciation in the value of the New Common Stock. There is, however, no guarantee that the New Common Stock will appreciate in value or even maintain its initial value.

The New Common Stock and New Warrants to be issued under the Plan will be subordinated to the indebtedness of Reorganized Holdings.

In any future liquidation, dissolution, or winding up of Reorganized Holdings, the New Common Stock and the New Warrants will rank below all debt claims against Reorganized Holdings including claims under the definitive documents pertaining to the Exit Facilities (the "Exit Facilities Documents"). Therefore, holders of the New Common Stock and/or the New Warrants will not be entitled to receive any payment or other distribution of assets upon the liquidation, dissolution, or winding up of Reorganized Holdings until after all Reorganized Holdings’ obligations to its debt holders have been satisfied.

The ownership of the New Common Stock and/or New Warrants may be concentrated.

Certain holders of allowed claims are expected to acquire a significant ownership interest in the New Common Stock and/or New Warrants pursuant to the Plan. If such holders were to act as a group, such holders would be in a position to control the outcome of all actions requiring stockholder approval, including the election of directors, without the approval of other

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stockholders. This concentration of ownership could also facilitate or hinder a negotiated change of control of Reorganized Holdings and, consequently, have an impact upon the value of the New Common Stock and/or New Warrants.

Risks Related to Reorganized Holdings

We may be subject to claims that may not be discharged in the Chapter 11 Cases, which could have a material adverse effect on the financial condition and results of operations of Reorganized Holdings.

The Bankruptcy Code provides that the confirmation of a Chapter 11 plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all claims that arose prior to confirmation of the plan of reorganization (i) would be subject to compromise and/or treatment under the plan of reorganization and (ii) would be discharged in accordance with the Bankruptcy Code and the terms of the plan of reorganization. The Company currently faces the potential for numerous products liability claims brought by the Hair Relaxer Claimants. In late January, these claimants filed various motions seeking to extend the Claims Bar Date for such claims, or, in the alternative, leave to file late proofs of claims. On March 6, 2023, the Debtors filed a statement in response to these motions, which included a proposal to extend the Claims Bar Date for Hair Relaxer Claimants. On March 7, 2023, the Bankruptcy Court approved the relief sought in the Debtors’ response and entered an order extending the Claims Bar Date for Hair Relaxer Claimants to April 11, 2023. To be entitled to vote on the Plan, Hair Relaxer Claimants must file a simplified proof of claim by March 23, 2023. The Company believes that the claims raised by the Hair Relaxer Claimants are dischargeable and without merit. The Company is not currently aware of any material claims against a Debtor that would not be discharged in the Chapter 11 cases, however, any claims not ultimately discharged through a Chapter 11 plan of reorganization could be asserted against Reorganized Holdings and may have an adverse effect on our financial condition and results of operations on a post-reorganization basis.

Upon emergence from Chapter 11 bankruptcy, future liability claims could adversely affect the financial condition and results of operations of Reorganized Holdings.

Parties may assert in the future certain liability claims, including, but not limited to, claims related to the presence of talc in certain products sold by the Company and/or claims raised by the Hair Relaxer Claimants. While the Company believes that such claims do not have merit, such claims could cause reputational damage for the Company. Such claims could also result in liability that could adversely affect the business and financial results of Reorganized Holdings. It is not possible to predict with certainty the potential claims that Reorganized Holdings may face, nor the final resolution of such claims. The impact of any such claim on the business and financial stability of Reorganized Holdings could be adverse and material.

Upon emergence from Chapter 11 bankruptcy, Reorganized Holdings will be subject to risks related to its substantial indebtedness.

On the effective date, on a consolidated basis, it is expected that Reorganized Holdings will have total secured, outstanding indebtedness of approximately $1.8 billion, which is expected to consist of the Exit Facilities, as described above. This level of expected indebtedness and the funds required to service such debt could, among other things, make it difficult for Reorganized Holdings to satisfy its obligations under such indebtedness, increasing the risk that it may default on such debt obligations.

Reorganized Holdings’ earnings and cash flow may vary significantly from year to year. Additionally, Reorganized Holdings’ future cash flow may be insufficient to meet its debt obligations and commitments. Any insufficiency could negatively impact Reorganized Holdings’ business. A range of economic, competitive, business, and industry factors will affect Reorganized Holdings’ future financial performance and, as a result, its ability to generate cash flow from operations and to pay its debt. Many of these factors are beyond its control.

If Reorganized Holdings does not generate enough cash flow from operations to satisfy its debt obligations, it may have to undertake alternative financing plans, such as:

a.refinancing or restructuring debt;

b.selling assets;

c.reducing or delaying capital investments; or

d.seeking to raise additional capital.

It cannot be assured, however, that undertaking alternative financing plans, if necessary, would be possible on commercially reasonable terms, or at all, and allow Reorganized Holdings to meet its debt obligations. An inability to generate sufficient cash flow to satisfy its debt obligations or to obtain alternative financing could materially and adversely affect the Reorganized Holdings’ ability to make payments on the Exit Facilities, as well as Reorganized Holdings’ business, financial condition, results of operations, and prospects.

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“The Exit Facilities Documents”) will contain restrictions, limitations, and specific covenants that could significantly affect Reorganized Holdings’ ability to operate its business, as well as adversely affect its liquidity, and therefore could adversely affect its results of operations. These covenants are expected to restrict its ability (subject to certain exceptions) to: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem, or repurchase certain debt; (iv) make loans and investments; (v) sell assets; (vi) incur liens; (vii) enter into transactions with affiliates; (viii) alter the businesses it conducts; (ix) enter into agreements restricting any restricted subsidiary’s ability to pay dividends; and (x) consolidate, merge, or sell all or substantially all of its assets.

As a result of these restrictive covenants in the Exit Facilities Documents, Reorganized Holdings may be:

a.limited in how it conducts its business;

b.unable to raise additional debt or equity financing;

c.unable to compete effectively or to take advantage of new business opportunities; or

d.limited or unable to make certain changes in its business and to respond to changing circumstances;

any of which could have a material adverse effect on its financial condition or results of operations.

Borrowings under the Exit Facilities Documents are at variable rates of interest and will expose Reorganized Holdings to interest rate risk, which could cause Reorganized Holdings’ debt service obligations to increase significantly. If interest rates increase, Reorganized Holdings’ debt service obligations on variable rate indebtedness would increase even though the amount borrowed remained the same, and its net income and cash flow available for capital expenditures and debt repayment would decrease. As a result, a significant increase in interest rates could have a material adverse effect on Reorganized Holdings’ financial condition.

Risks Related to the Company’s Industry, Business and Operations

The COVID-19 pandemic resulted in significantly decreased net sales for the Company particularly during 2020 and has had, and could continue to have, a significant adverse effect on the Company's business, results of operations, financial condition and/or cash flows.

The COVID-19 pandemic has had, and continues to periodically have, an adverse effect on the Company’s business around the globe, which could continue for the foreseeable future. These adverse conditions contributed to a significant decline in net sales within each of the Company’s reporting segments and regions worldwide, particularly in 2020. However, with the roll out of COVID-19 vaccinations in the United States in 2021 and the gradual easing of COVID-19 restrictions in 2021, the Company saw a gradual rebound in consumer spending and consumption in 2021. With the accelerated loosening of COVID-19 restrictions in 2022, the Company saw a robust rebound in consumer spending and consumption in 2022.

The COVID-19 pandemic has also caused the Company and various of its key third party suppliers to from time to time temporarily close or restrict operations at one or more of their manufacturing facilities which has resulted in a shortage of raw materials, components and finished products. These shortages have in turn caused the Company to be unable to ship products to retailers and consumers from time to time, which has adversely impacted the Company’s net sales. Also, if one or more of the Company’s key customers were required to close for an extended period, the Company might not be able to ship products to them and consumers may decrease their level of purchasing activity, which would adversely impact the Company’s net sales. In addition, U.S. and/or foreign governmental authorities may from time to time recommend or impose other measures, such as China's former Zero Covid Policy, that could cause significant disruptions to the Company’s business operations in the regions most impacted by the coronavirus. The continuation of any of the foregoing events or other unforeseen consequences of the COVID-19 pandemic would significantly adversely affect the Company’s business, results of operations, financial condition and/or cash flows. The Company continues to closely monitor the associated impacts of COVID-19, including the impacts of any new variants of COVID-19 and subsequent “waves” of the pandemic, and will take appropriate actions in an effort to mitigate the COVID-19 pandemic’s negative effects on the Company’s operations and financial results.

The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions or delays at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. Such delays and difficulties in manufacturing can result in product shortages, declines in sales, and reputational impact as well as significant remediation and related costs associated with addressing such shortages.

The Company produces a substantial portion of its products at its Oxford, North Carolina facility. Significant unscheduled downtime or a reduction in capacity at this facility, or at other Company facilities and/or third-party facilities at which the Company's products are manufactured, whether due to equipment breakdowns, power failures, natural disasters (due to climate change or otherwise), pandemics (including COVID-19), weather conditions hampering delivery schedules, shortages of raw materials and products, technology disruptions or other disruptions, including those caused by transitioning manufacturing across these facilities, or any other cause could have a material adverse effect on the ~~Company's~~impact ~~ability to provide products to its customers, which could have a material adverse effect on the Company's sales, business, prospects, reputation, results~~ of ~~operations, financial condition and/or cash flows. Additionally, if product sales exceed~~ the Company's ~~forecasts,~~Chapter ~~internal~~11 orCases ~~third-party production capacities~~ and~~/or~~ ~~the~~related ~~Company's~~vendor ability to procure sufficient levels of finished goods, raw materials and/or components from third-party suppliers, the Company could, from time-to-time, not have an adequate supply of products to meet customer demands, which could have a material adverse effect on the Company's business, prospects, reputation, results of operations, financial condition and/or cash flows.

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negotiations or to equipment breakdowns, power failures, natural disasters (due to climate change or otherwise), pandemics (including COVID-19), weather conditions hampering delivery schedules, shortages of raw materials and products, technology disruptions or other disruptions, including those caused by transitioning manufacturing across these facilities, or any other cause could have a material adverse effect on the Company's ability to provide products to its customers, which could have a material adverse effect on the Company's sales, business, prospects, reputation, results of operations, financial condition and/or cash flows. For example, as of December 31, 2022, the Oxford, North Carolina facility was operating at 44% of its production utilization. Additionally, if product sales exceed the Company's forecasts, internal or third-party production capacities and/or the Company's ability to procure sufficient levels of finished goods, raw materials and/or components from third-party suppliers, the Company could, from time-to-time, not have an adequate supply of products to meet customer demand, which could have a material adverse effect on the Company's business, prospects, reputation, results of operations, financial condition and/or cash flows.

Volatility in costs, along with delays and disruptions in the supply of materials and services, as a result of the recent global supply chain disruptions, could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company purchases raw materials, including essential oils, alcohols, chemicals, containers and packaging components, from various third-party suppliers. Substantial cost increases. delays and the unavailability of raw materials or other commodities, as ~~well~~a asresult of ongoing vendor negotiations during the Chapter 11 Cases and continued global supply chain disruptions, and higher costs for energy, transportation and other necessary services have adversely affected and may continue to adversely affect the Company’s profit margins if it is unable to wholly or partially offset them, such as by achieving cost efficiencies in its supply chain, manufacturing and/or distribution activities. In addition, the Company purchases certain finished goods, raw materials, packaging and other components from single-source suppliers or a limited number of suppliers and if the Company is required to find alternative sources of supply, these new suppliers may have to be qualified under applicable industry, governmental and Company-mandated vendor standards, which can require additional investment and be time-consuming. Any significant disruption to the Company’s manufacturing or sourcing of products or raw materials, packaging and other components for any reason (including the ~~recent~~continued global supply chain disruptions) could materially impact the Company’s inventory levels and interrupt and delay the Company’s supply of products to its retail customers. Also, the Company is continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, the Company outsources certain functions that it believes can be performed more efficiently by third parties, such as in the areas of IT, finance, tax and human resources. These third parties could fail to provide the expected level of services, provide them on a timely basis or to provide them at the expected fees. Such events, if not promptly remedied, could have a material adverse effect on the Company’s business, prospects, reputation, results of operation, financial condition and/or cash flows.

Also, the Company is continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, the Company outsources certain functions that it believes can be performed more efficiently by third parties, such as in the areas of IT, finance, tax and human resources. These third parties could fail to provide the expected level of services, provide them on a timely basis or to provide them at the expected fees. Such events, if not promptly remedied, could have a material adverse effect on the Company’s business, prospects, reputation, results of operation, financial condition and/or cash flows.

The Company's financial performance depends on its ability to anticipate and respond to consumer trends and changes in consumer preferences. New product introductions may not be as successful as the Company anticipates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company has a rigorous process for the continuous development and evaluation of new product concepts, led by executives in marketing, sales, research and development, product development, operations, law and finance. However, consumer preference and spending patterns change rapidly and cannot be predicted with certainty. There can be no assurance that the Company will anticipate and respond to trends for beauty products effectively. Each new product launch, including those resulting from the Company's recently updated product development process, carries risks, as well as the possibility of unexpected consequences, including:

•the acceptance of the Company's new product launches by, and sales of such new products to, the Company's customers may not be as high as the Company anticipates;

•the Company's marketing, promotional, advertising and/or pricing 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 of the Company's products by consumers;

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•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 its 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 the Company's new product launches or space reconfigurations or as a result of reductions in retail display space by the Company's customers;

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•the Company's net sales may also be impacted by inventory management by its customers or changes in pricing, marketing, advertising and/or promotional strategies by its customers;

•the Company may incur costs exceeding its expectations as a result of the continued development and launch of new products, including, for example, unanticipated levels of research and development costs, advertising, promotional and/or 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 impact of which could be exacerbated by shelf space limitations and/or any shelf space loss. (See also Item 1A. Risk Factors - "Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.").

•the Company's product pricing strategies for new product launches may not be accepted by its customers and/or its consumers, which may result in the Company's sales being less than it anticipates;

•~~the~~continued ~~effects~~global ofsupply ~~COVID-19~~chain disruptions and difficulty in procuring raw materials could delay the Company’s development or introduction of new products or require the Company to make unexpected changes to its products;

•the Company may experience a decrease in sales of certain of the Company's products as a result of counterfeit products and/or products sold outside of their intended territories; and/or

•delays or difficulties impacting the Company's ability, or the ability of the Company's suppliers, to timely manufacture, distribute and ship products or raw materials, as the case may be, displays or display walls in connection with launching new products, such as due to inclement weather conditions or other delays or difficulties (such as those discussed under Item 1A. Risk Factors - "The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions or delays at this facility and/or at other Company or third-party facilities at which the Company's products are manufactured could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. Such delays and difficulties in manufacturing can result in product shortages, declines in sales, and reputational impact as well as significant remediation and related costs associated with addressing such shortages."), could have a material adverse effect on the Company's ability to ship and deliver products to meet its 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, prospects, results of operations, financial condition and/or cash flows.

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, prospects, results of operations, financial condition and/or cash flows.

Walmart and its affiliates worldwide accounted for approximately 14% ~~and 18%~~ of the Company’s worldwide net sales in both ~~2021~~2022 and ~~2020, respectively~~2021. The Company expects that, for future periods, Walmart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company's net sales. The Company may be affected by changes in the policies and demands of its customers relating to service levels, inventory de-stocking, pricing, marketing, advertising and/or 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 any obligation to continue purchasing products from the Company in the future.

The loss of Walmart and/or one or more of the Company's other customers that 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 consolidation among such customers, retail store closures in response to the growth in retail sales through e-commerce channels, inventory management by these customers, changes in pricing, marketing, advertising and/or promotional strategies by such customers, space reconfigurations by the Company's customers or any significant decrease in the Company's display space, orcould ~~COVID-19~~reduce asthe ~~retailers~~Company's ~~faced~~net ~~store~~sales ~~closures~~ and/or ~~reduced~~operating ~~traffic,~~income and therefore could ~~reduce~~have a material adverse effect on the Company's ~~net~~business, ~~sales~~prospects, ~~and/or~~results ~~operating~~of ~~income~~operations, financial condition and/or ~~therefore~~cash flows.

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could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company may be unable to maintain or increase its sales through the Company's primary retailers, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

A decrease in consumer demand in the U.S. and/or internationally for beauty products, including as a result of ~~COVID-19,~~ inventory management by the Company's customers, changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers (such as the development and/or continued expansion of private label or their own store-owned brands), a reduction in display space by the Company's customers, store closures in the brick-and-mortar channels where the Company sells its products, as consumers continue to shift purchases to online and e-commerce channels and/or a change in consumers’ purchasing habits, such as with respect to retailer preferences and/or sales channels, could result in decreased sales of the Company's products, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Competition in the beauty industry could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The beauty industry is highly competitive. The Company competes primarily by:

•developing quality products with innovative performance features, shades, finishes, components and packaging;

•educating consumers, retail customers and salon professionals about the benefits of the Company’s products both on-line and in brick and mortar retail outlets;

•anticipating and responding to changing consumer, retail customer and salon professional demands in a timely manner, including as to 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 customers by providing relevant products and executing effective pricing, incentive and promotional programs and marketing and advertising campaigns, as well as social media and influencer marketing activities;

•ensuring product availability through effective planning and replenishment collaboration with the Company's customers;

•providing strong and effective advertising, promotion, marketing, social media, influencer and merchandising support;

•maintaining an effective sales force and distribution network; and

•obtaining and retaining sufficient display space, optimal in-store positioning and effective presentation of the Company’s products on-shelf.

An increase in or change in the current level of competition that the Company faces could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. ~~This risk is exacerbated by the COVID-19 pandemic, which reduced consumer demand in 2020, and is expected to continue to do so.~~

In addition to competing with expanding private label and store-owned brands, 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 ability to spend more aggressively than the Company on new business acquisitions, research and development activities, technological advances to evolve in their e-commerce capabilities and advertising, promotional, social media influencer and/or marketing activities and have more flexibility than the Company to respond to changing business and economic conditions.

Additionally, the Company's major customers periodically assess the allocation of 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, promotional, advertising and/or pricing strategies for its new and/or existing products are less effective than planned, fail to effectively reach the targeted consumer base, fail to engender the desired consumption of the Company's products by consumers and/or fail to sustain productive levels of consumption dollar share and/or the rate of purchases by the Company's consumers are not as high as the Company anticipates. Among the factors used by the Company’s major customers in assessing the allocation of display space is a brand’s share of the color cosmetics category. The Company's color cosmetics

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than planned, fail to effectively reach the targeted consumer base, fail to engender the desired consumption of the Company's products by consumers and/or fail to sustain productive levels of consumption dollar share and/or the rate of purchases by the Company's consumers are not as high as the Company anticipates. Among the factors used by the Company’s major customers in assessing the allocation of display space is a brand’s share of the color cosmetics category. The Company's color cosmetics brands have experienced, over time, year-over-year declines in their share of the color cosmetics category in the U.S. and it is possible that the Company may continue to experience further share declines. Further declines in the Company's share for one or more of its principal brands, ~~including with respect to the Company’s Almay brand,~~ could, among other things, contribute to the additional loss of display space and/or decreased revenues. Any significant loss of display space could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's Fragrances segment depends on various brand licenses and distribution arrangements for a significant portion of its sales, and the loss of one or more of these licenses or distribution arrangements could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s rights to market and sell certain of its prestige fragrance brands are derived from licenses and other distribution arrangements from unaffiliated third parties and such business is dependent upon the continuation and renewal of such licenses and distribution arrangements on terms favorable to the Company. Each license is for a specific term and may have optional renewal terms. In addition, such licenses and distribution arrangements may be subject to the Company satisfying required minimum royalty payments, minimum advertising and promotional expenditures and satisfying minimum sales requirements. In addition, under certain circumstances, lower net sales may shorten the duration of the applicable license agreement. The loss of one or more of these licenses or other significant distribution arrangements, renewal of one or more of these arrangements on less than favorable terms, the failure to renew one or more of these arrangements and/or difficulties in finding replacement brand licenses for terminated or expired licenses could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

The success of the Company's Fragrances segment depends, in part, on the demand for heritage and designer fragrance products. A decrease in demand for such products, or the loss or infringement of any intellectual property rights, could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's Fragrances segment has license agreements to manufacture, market and distribute a number of heritage and designer fragrance products, including those of (i) Juicy Couture, John Varvatos and AllSaints in prestige fragrances; (ii) Britney Spears, Christina Aguilera, Elizabeth Taylor, and Jennifer Aniston ~~and Mariah Carey~~ in celebrity fragrances; and (iii) Ed Hardy, Lucky Brand and Geoffrey Beene in mass fragrances. In ~~2021~~2022, the Company's Fragrances segment derived approximately 6775% of its net sales from heritage and designer fragrance brands. The demand for these products is affected by general economic conditions, and, to some extent, dependent on the appeal to consumers of the particular designer or talent and the designer’s or talent’s reputation ~~and specific events, such as COVID-19 pandemic which has resulted in reduced consumer demand for these products~~. The Company also cannot assure that the owners of the trademarks that it licenses can or will successfully maintain their intellectual property rights. If other parties infringe on the intellectual property rights that the Company licenses, the value of such brands in the marketplace may be diluted. To the extent that the heritage or designer fragrance category or a particular designer or talent ceases to be appealing to consumers or a designer’s or talent’s reputation is adversely affected, sales of the related products and the value of the impacted brands could decrease materially, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

The Company's inability to acquire or license additional fragrance brands or secure additional distribution arrangements and arrangements could have an adverse effect on the Company's net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The success of the Fragrances segment depends in part upon the continued growth of its portfolio of owned, licensed and distributed brands, including expanding its geographic presence to take advantage of opportunities in developed and emerging regions. Efforts to increase sales of the Company's prestige fragrance portfolio and expand its geographic market presence depend upon a number of factors, including its ability to:

•develop its fragrance brand portfolio through branding, innovation and execution;

•identify and develop new and existing fragrance brands with the potential to become successful global brands;

•innovate and develop new fragrance products that are appealing to consumers;

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•acquire or license additional fragrance brands or secure additional distribution arrangements and the Company's ability to obtain the required financing for these agreements and arrangements;

•expand the Company's geographic presence to take advantage of opportunities in developed and emerging regions;

•continue to expand the Company's distribution channels within existing geographies to increase trade presence, brand recognition and sales;

•expand the Company's trade presence through alternative distribution channels, such as through e-commerce channels;

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•expand margins through sales growth, the development of higher margin products and overhead and supply chain integration and efficiency initiatives;

•effectively manage capital investments and working capital to improve the generation of cash flow; and

•execute any acquisitions quickly and efficiently and integrate new businesses successfully.

There can be no assurance that the Company can successfully achieve any or all of the above objectives in the manner or time period that it expects. Further, achieving these objectives will require investments, which may result in material short-term costs without generating any current net sales and the Company may not ultimately achieve its net sales objectives associated with such efforts. The future expansion of the Fragrances segment through acquisitions, new fragrance licenses, e-commerce initiatives or other new fragrance distribution arrangements, if any, will depend upon the ability to identify suitable brands to acquire, license or distribute and to obtain the required financing for these acquisitions, licenses or distribution arrangements or to launch or support the brands associated with these agreements or arrangements. The Company may not be able to identify, negotiate, finance or consummate such acquisitions, licenses or arrangements on terms acceptable to the Company, or at all. In addition, the Company may decide to divest or discontinue certain brands or streamline operations and may incur costs and charges in doing so. The inability to acquire or license additional fragrance brands or secure additional distribution arrangements for the Fragrances segment (such as optimizing its e-commerce sales opportunities) and obtain the required financing for these agreements and arrangements could have an adverse effect on the Company’s net sales and a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The illegal distribution and sale by third parties of counterfeit versions of the Company’s products or the unauthorized diversion by third parties of the Company’s products could have an adverse effect on the Company’s net sales and a negative impact on the Company’s reputation and business.

Third parties may illegally distribute and sell counterfeit versions of the Company’s products. These counterfeit products may be inferior in terms of quality and other characteristics compared to the Company’s authentic products and/or the counterfeit products could pose safety risks that the Company’s authentic products would not otherwise present to consumers. Consumers could confuse counterfeit products with the Company’s authentic products, which could damage or diminish the image, reputation and/or value of the Company’s brands and cause consumers to refrain from purchasing the Company’s products in the future, which could adversely affect the Company’s net sales and have a negative impact on the Company’s reputation.

The Company sells a substantial portion of its professional products to professional salon distributors and/or wholesalers. Products sold to these customers are meant to be used exclusively by salons and individual salon professionals or are sold exclusively to the retail consumers of these salons. Despite the Company’s efforts to prevent diversion of such products from these customers, incidents have occurred and continue to occur whereby the Company’s products are sold to sales outlets other than the intended salons and salon professionals, such as to general merchandise retailers or unapproved outlets. In some instances, these diverted products may be old, damaged or otherwise adulterated, which could damage or diminish the image, reputation and/or value of the Company’s brands. In addition, such diversion may result in lower net sales of the Company’s products if consumers choose to purchase diverted products and/or choose to purchase products manufactured or sold by the Company’s competitors because of any perceived damage or diminishment to the image, reputation and/or value of the Company’s brands.

The Company believes that its trademarks, patents and other intellectual property rights are extremely important to the Company’s success and its competitive position. The Company devotes significant resources to registering and protecting its intellectual property rights and maintaining the positive image of its brands. The Company’s trademark and patent applications may fail to result in issued registrations or provide the scope of coverage sought. Unplanned increases in legal fees and other costs associated with enforcing and/or defending the Company’s trademarks, patents and/or other intellectual property rights could result in higher than expected operating expenses. The Company has been unable to eliminate, and may in the future be unable to eliminate, all counterfeiting activities, unauthorized product diversion and infringement of its trademarks, patents and/or other intellectual property, any of which could adversely affect the Company’s net sales and have a negative impact on the Company’s reputation.

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could result in higher than expected operating expenses. The Company has been unable to eliminate, and may in the future be unable to eliminate, all counterfeiting activities, unauthorized product diversion and infringement of its trademarks, patents and/or other intellectual property, any of which could adversely affect the Company’s net sales and have a negative impact on the Company’s reputation.

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

The Company's success depends, in part, on the quality, efficacy and safety of its products. If the Company's products are found or alleged to be defective or unsafe, or if they fail to meet customer or consumer standards, the Company's relationships with its customers or consumers could suffer, the appeal of one or more of the Company's brands could be diminished and the Company could lose sales and/or become subject to liability claims, any of which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. For example, the Company is named in lawsuits alleging product liability issues, all of which the Company believes are without merit and defends against vigorously, however, the outcome and impact of these lawsuits, which include cases based on the presence of talc in certain products and cases involving chemical hair straightening and hair relaxing products sold by the Company, cannot be predicted with certainty.

The Company’s success largely depends upon its ability to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce, as well as effectively implement succession planning for its senior management team, and, as such, the Company’s inability to do so could adversely affect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Continuing to execute the Company's business initiatives largely depends on the Company’s ability to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce, as well as effectively implement succession planning for its senior management team. ~~Unexpected~~The ~~levels~~Company ofhas recently experienced increased employee ~~turnover,~~attrition ~~including~~and aslabor ashortages ~~result~~primarily ofdue ~~the~~to COVID-19 ~~pandemic,~~and or the Company’'s Chapter 11 Cases. The Company's failure to adequately address increased employee turnover or to maintain an adequate succession plan to effectively transition current management leadership positions and/or the Company’s failure to attract, hire and retain its senior management team, other key employees and a highly skilled and diverse workforce could adversely affect the Company’s institutional knowledge base and/or competitive advantage. If the Company is unable to attract, hire and/or retain talented and highly qualified senior management, other key employees and/or a highly skilled and diverse workforce, or if the Company is unable to effectively provide for the succession of its senior management team, the Company’s business, prospects, results of operations, financial condition and/or cash flows could be adversely affected.

The Company previously identified a material weakness in its internal control over financial reporting for the fiscal year ended December 31, 2018, which was remediated during the fiscal year ended December 31, 2019. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

The Company previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018, a material weakness in its internal control over financial reporting primarily related to control deficiencies within various aspects of its control environment. As a result of these control deficiencies, the Company concluded that its internal control over financial reporting was not effective for the fiscal year ended December 31, 2018. During 2019, the Company completed a series of actions and measures that effectively remediated the previously-disclosed material weakness and concluded that as of December 31, 2019 its internal control over financial reporting was effective. See Item 9A. – “Controls and Procedures” of the 2019 Form 10-K. The Company cannot provide assurances that material weaknesses or significant deficiencies will not occur in the future and that it will be able to remediate such weaknesses or deficiencies in a timely manner, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Furthermore, if the remediated material weakness recurs in the future or a new material weakness occurs, it could negatively impact the Company’s ability to prepare its future financial statements in conformity with U.S. GAAP. If the Company were unable to prepare its future financial statements in conformity with U.S. GAAP, such circumstances would expose the Company to potential events of default (if not cured or waived) under the financial and operating covenants contained in Products Corporation’s various debt instruments and cause the Company to seek any necessary consents, waivers or amendments from its lenders. Under such circumstances, Products Corporation faces the risk that it may not be able to obtain any such consents, waivers or amendments, that the terms of any such consents, waivers or amendments will be less favorable than the current terms of its indebtedness and/or Products Corporation may not be able to refinance its existing indebtedness to enable it to repay that indebtedness when it becomes due. ~~See~~Also, ~~also~~if ~~Item 1A. Risk Factors - “Products Corporation’s substantial indebtedness could adversely affect~~ the Company’s ~~operations~~is ~~and~~unable ~~flexibility and Products Corporation’s ability~~ to ~~service~~prepare its ~~debt,”~~future ~~“Products~~financial ~~Corporation’s~~statements ~~ability~~in toconformity ~~pay~~with ~~the~~U.S. ~~principal~~GAAP, ~~amount~~it ofcould ~~its~~result ~~indebtedness~~in ~~depends~~damage onto ~~many~~the ~~factors” and “Restrictions and covenants in Products Corporation~~Company’s ~~various~~reputation, ~~debt~~financial ~~instruments~~obligations ~~limit its ability~~ to ~~take~~third ~~certain~~parties, ~~actions~~regulatory proceedings and ~~impose~~private ~~consequences~~litigation, inany ~~the~~or ~~event~~all of ~~failure~~which tocould ~~comply.”~~result ~~Also,~~in ifadditional ~~the~~business ~~Company~~disruptions isand ~~unable~~the toCompany ~~prepare~~incurring ~~its~~potentially ~~future~~substantial ~~financial~~ costs.

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statements in conformity with U.S. GAAP, it could result in damage to the Company’s reputation, financial obligations to third parties, regulatory proceedings and private litigation, any or all of which could result in additional business disruptions and the Company incurring potentially substantial costs.

The Company may not realize the cost reductions and other benefits that it expects from its various restructuring programs that may be in effect from time to time, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

From time to time, the Company implements restructuring ~~program~~programs, such as the ~~Revlon~~RGGA ~~2020 Restructuring Program~~ (such programs as may be in effect from time to time being referred to as “Restructuring Programs”) that are generally designed to streamline the Company’s operations, reporting structures and business processes, with the objective of maximizing productivity and improving profitability, cash flows and liquidity. Events and circumstances may occur that are beyond the Company’s control, such as delays caused by third parties and unexpected costs, ~~that~~ could result in the Company not realizing all of the anticipated cost reductions and benefits or the Company not realizing the cost reductions or other benefits on its expected timetable. In addition, changes in foreign exchange rates, commodity costs and/or in tax, labor or other laws may result in the Company not achieving the anticipated cost reductions and benefits, as measured in U.S. dollars. If the Company is unable to realize the Restructuring Programs’ cost reduction objectives and other benefits, the Company’s ability to fund other initiatives and enhance its profitability may be adversely affected. In addition, some of the actions that the Company is taking in furtherance of the Restructuring Programs may become a distraction for the Company’s managers and employees and may disrupt the Company’s ongoing business operations; cause deterioration in employee morale which may make it more difficult for the Company to retain or attract qualified employees; disrupt or weaken the Company’s internal control structures; and/or give rise to negative publicity which could affect the Company’s business reputation. If the Company is unable to successfully implement the Restructuring Programs, in whole or in part, in accordance with the Company’s expectations, it could adversely affect its business, prospects, results of operations, financial condition and/or cash flows. For additional information regarding the 2018 Optimization Program and the 2020 Restructuring Program, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Restructuring charges and other, net.” For additional information regarding the ~~Revlon 2020 Restructuring Program~~RGGA, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Revlon Global Growth Accelerator Program.”

MacAndrews & Forbes has the power to direct and control the Company's business.

MacAndrews & Forbes is beneficially owned by Ronald O. Perelman. Mr. Perelman, through MacAndrews & Forbes and its affiliates, collectively beneficially owned approximately 86.1% of Revlon's outstanding Class A Common Stock on December 31, 2021. As a result, MacAndrews & Forbes and its affiliates are able to control the election of the entire Board of Directors of Revlon and of Products Corporation's Board of Directors (as it is a wholly owned subsidiary of Revlon) and control the vote on all matters submitted to a vote of Revlon’s and Products Corporation's stockholders, including the approval of mergers, consolidations, sales of some, substantially all or all of the Company's assets, issuances of capital stock and similar transactions.

General Business and Regulatory Risks

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 exchange fluctuations, foreign currency controls, government-mandated pricing controls, duties, tariffs and/or other trade measures, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and the value of its foreign assets.

As of December 31, ~~2021~~2022, the Company had operations based in 25 foreign countries and its products were sold in approximately 150 countries. The Company is exposed to risks associated with social, political and economic conditions, ~~including inflation,~~ inherent in operating in foreign countries, including those in Asia (such as China's ~~and~~previously ~~Hong~~enacted ~~Kong,~~Zero ~~which~~Covid ~~has been impacted by ongoing political unrest in that region)~~Policy, Australia, Canada, Eastern Europe ~~(such as Russia~~), Mexico, South Africa and South America (such as Argentina), which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. Such risks include ~~hyperinflation~~inflation, foreign currency devaluation, tariffs, foreign currency controls, government-mandated pricing controls, currency remittance restrictions, changes in tax laws, changes in consumer purchasing habits (including as to retailer preferences) and changes in regulations enacted to address the impacts of COVID-19 and climate change, as well as, to a lesser extent, changes in U.S. laws and regulations relating to foreign trade, investment and climate change.

30The U.S. and the other countries in which the Company’s products are manufactured or sold have imposed and may impose additional duties, tariffs and other retaliatory or trade protection measures, or other restrictions or regulations, including regulations enacted to address the impacts of COVID-19 and climate change, or may adversely adjust prevailing quota, duty or tariff levels, which can affect the cost and availability of materials that the Company uses to manufacture and package its products and the sale of finished products. For example, the E.U. has imposed tariffs on certain beauty products imported from the U.S., which would impact the sale in the E.U. of certain of the Company’s more prestige products that are manufactured in the U.S. Similarly, the tariffs imposed by the U.S. on goods and materials from China would impact any materials that the Company imports from that region for use in manufacturing or packaging in the U.S. Measures that the Company could be required to take to reduce the impact of tariff increases or trade restrictions, including shifts of production among countries and manufacturers, geographical diversification of the Company’s sources of supply, adjustments in product or packaging design and fabrication, or increased prices, could increase the Company’s costs and delay the Company’s time to bring its products to shelf. Other governmental actions related to tariffs or international trade agreements have the potential to adversely impact demand for the Company’s products, production costs, retail customers and suppliers. These risks, which could increase the Company’s costs and reduce the Company’s net sales and profitability, could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

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The U.S. and the other countries in which the Company’s products are manufactured or sold have imposed and may impose additional duties, tariffs and other retaliatory or trade protection measures, or other restrictions or regulations, including regulations enacted to address the impacts of climate change, or may adversely adjust prevailing quota, duty or tariff levels, which can affect the cost and availability of materials that the Company uses to manufacture and package its products and the sale of finished products. For example, the E.U. has imposed tariffs on certain beauty products imported from the U.S., which would impact the sale in the E.U. of certain of the Company’s more prestige products that are manufactured in the U.S. Similarly, the tariffs imposed by the U.S. on goods and materials from China would impact any materials that the Company imports from that region for use in manufacturing or packaging in the U.S. Measures that the Company could be required to take to reduce the impact of tariff increases or trade restrictions, including shifts of production among countries and manufacturers, geographical diversification of the Company’s sources of supply, adjustments in product or packaging design and fabrication, or increased prices, could increase the Company’s costs and delay the Company’s time to bring its products to shelf. Other governmental actions related to tariffs or international trade agreements have the potential to adversely impact demand for the Company’s products, production costs, retail customers and suppliers. These risks, which could increase the Company’s costs and reduce the Company’s net sales and profitability, could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

These risks and limitations could also affect the ability of the Company's foreign subsidiaries to obtain sufficient capital to conduct their operations in the ordinary course of business. Limitations and the difficulties that certain of the Company's foreign subsidiaries may experience on the free flow of funds to and from these foreign subsidiaries could restrict the Company's ability to respond timely to challenging business conditions or changes in operations, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company's net sales outside of the U.S. for each of ~~2021~~2022 and ~~2020~~2021 represented approximately 5354% and 5253% of the Company's total consolidated net sales, respectively. Fluctuations in foreign currency exchange rates negatively affected the Company's results of operations and the value of the Company's foreign net assets in ~~2020~~2022 and they may adversely affect the Company's results of operations and the value of the Company's foreign net assets in future periods, which in turn could cause a material adverse effect on the Company's reported net sales and earnings and the comparability of period-to-period results of operations.

Products Corporation may, from time to time, enter into foreign currency forward exchange contracts to hedge certain net cash flows denominated in foreign currencies. The foreign currency forward exchange contracts may, from time to time, be 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, ~~2021~~2022, the notional amount of Products Corporation's foreign currency forward exchange contracts was nil. These foreign currency forward exchange contracts may not adequately protect the Company against the negative effects of foreign currency fluctuations, which could adversely affect the Company's overall liquidity.

~~Economic~~Adverse economic conditions could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and/or on the financial condition of its customers and suppliers.

~~Economic~~Consumer ~~conditions~~spending inon ~~the~~beauty ~~U.S.~~products ~~and/or~~is ~~other~~influenced ~~countries~~by ~~where~~general ~~the~~economic ~~Company~~conditions ~~operates have in the past contributed,~~ and ~~may in~~ the ~~future~~availability ~~contribute,~~of todiscretionary ~~lower consumer spending and/or reduced credit availability~~income. ~~Such~~Adverse economic conditions ~~have impacted~~, ~~and~~such ~~could~~as ina ~~the future impact~~recession, ~~business and consumer confidence, especially~~ in ~~relation~~the toUnited ~~discretionary~~States ~~purchases. These conditions could have an impact on customer and/~~or ~~consumer~~any ~~purchases~~ of the ~~Company's~~other ~~products,~~countries ~~which could result~~ in awhich ~~reduction~~we ofdo ~~the~~significant ~~Company's net sales~~business, ~~operating income and/~~or ~~cash~~protracted ~~flows.~~periods ~~The~~of ~~COVID-19~~high ~~pandemic~~inflation ~~has~~or ~~caused~~high ~~significant~~energy ~~and~~prices ~~pervasive~~may ~~disruptions~~contribute to ~~global~~higher ~~economic~~unemployment ~~and~~levels, ~~business~~decreased ~~conditions.~~consumer ~~Measures imposed or that may in the future be imposed by national~~spending, ~~state~~reduced ~~and~~credit ~~local~~availability ~~authorities in response to the COVID-19 pandemic are expected to have serious adverse impacts of uncertain severity~~ and ~~duration~~declining onconsumer ~~domestic~~confidence and ~~foreign~~demand, ~~economies.~~any ~~The effectiveness~~ of ~~economic~~which ~~stabilization~~poses ~~efforts,~~a ~~including~~risk ~~government payments and loans~~ to ~~affected~~our ~~citizens and industries, is uncertain~~business. Any sustained economic downturn in the ~~U.S.~~United States or any of the other countries in which we conduct significant business, may cause significant readjustments in both the volume and mix of our product sales, which could materially and adversely affect our business, operating results and financial condition. 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~~which ~~conditions~~ could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. If we are unable to successfully navigate adverse economic conditions, including offsetting the impact of high inflation and high energy prices on our business, our business, financial condition, and results of operations may be adversely affected.

31The ongoing conflict between Russia and Ukraine has caused, and is currently expected to continue to cause, negative effects on geopolitical conditions and the global economy, including financial markets, inflation, and the global supply chain, which could have an adverse impact on our business, financial condition and results of operations.

In February 2022, Russian military forces launched a full-scale military invasion of Ukraine that has resulted in an ongoing military conflict between the two countries. The length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, and the conflict has caused, and is currently expected to continue to cause, global political, economic, and social instability, disruptions to the global economy, financial systems, international trade, the global supply chain and the transportation and energy sectors, among others.

Russia’s recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic. The situation is rapidly evolving as a result of the conflict in Ukraine, and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.

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We continue to monitor the situation in Ukraine and are assessing its impact on our business, including our business partners and customers. We have suspended our operations with our indirect subsidiary, Beautyge Russia. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the above-mentioned factors could affect our business, financial condition and results of operations.

The United Kingdom’s ongoing withdrawal process from the European Union may have a negative effect on global economic conditions, financial markets and on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company is a multinational company with worldwide operations, including material business operations in Europe. On December 31, 2020, the United Kingdom ("U.K.") formally withdrew from the European Union and on January 1, 2021, the U.K. left the EU Single Market and Customs Union.

The U.K. has ratified a trade and cooperation agreement governing its future relationship with the European Union. The agreement addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the U.K. and the European Union as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

The withdrawal of the U.K. from the European Union and developments related to such withdrawal, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets, affect trade between the U.K. and the European Union, or restrict our access to capital. For example, potential new restricted economic terms or additional bureaucratic requirements in free trade between the U.K. and the European Union, such as new customs or regulatory checks, including rules of origin and stringent local content requirements, could negatively impact fulfillment times, increase our costs, result in a decrease in sales, or cause us to lose customers in the European Union and the U.K. Similar adverse consequences could occur if regions such as Catalonia, where the Company's Spain businesses are headquartered, eventually succeed in withdrawing from their parent country. For the year ended December 31, ~~2021~~2022, approximately 4% of the Company's net sales were in the U.K. and approximately 12% of the Company's net sales were in the European Union. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Terrorist attacks, acts of war or military actions and/or other civil unrest may adversely affect the territories in which the Company operates and the Company's business, prospects, results of operations, financial condition and/or cash flows.

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 confidence. These terrorist attacks, as well as subsequent terrorist attacks (such as those that have occurred in Berlin, Germany; Nice, France; Orlando, Florida; Istanbul, Turkey; Brussels, Belgium; Paris, France; Benghazi, Libya; Madrid, Spain; London, England and the attack on the U.S. embassy in Baghdad, Iraq and the U.S.'s military response to such attack), attempted terrorist attacks, military responses to terrorist attacks, other military actions and/or civil unrest, such as that occurring in France, the Ukraine, Venezuela, Turkey, Syria, Iraq and surrounding areas ~~and, most recently in Hong Kong,~~ may adversely affect prevailing economic conditions, resulting in work stoppages, reduced consumer spending and/or 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 the Company's net sales and therefore could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

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, ~~including as a result of the COVID-19 pandemic,~~ could result in significant declines in the Company's pension plan assets and result in increased pension expense and cash contributions to the Company's pension plans. 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 impact future required cash contributions to the Company's pension plans and pension expense. Any one or more of these conditions could reduce the Company's available liquidity, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

Extreme weather conditions and natural disasters due to climate change or otherwise could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.38

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~~Extreme weather conditions due to climate change~~ or ~~otherwise~~taken ~~that impact the retail store locations of the Company’s customers~~together, ~~or the locations of the Company’s manufacturing facilities, distribution centers, overseas offices, third-party suppliers and/or other vendors~~ could ~~disrupt~~impact ~~the~~future ~~supply~~required ~~and~~cash ~~shipment~~contributions ~~of the Company’s products~~ to ~~consumers, which could have a material adverse effect on~~ the Company's ~~sales,~~pension ~~business,~~plans ~~prospects, results of operations, financial condition~~ and~~/or~~ ~~cash~~pension ~~flows~~expense. Any ~~Moreover,~~one ~~natural disasters due to climate change~~ or ~~otherwise,~~more ~~such~~of asthese ~~tornadoes,~~conditions ~~fires, hurricanes, tsunamis earthquakes, whether occurring in the U.S. or abroad, and their related consequences and effects, including energy shortages and public health issues,~~ could ~~result~~reduce ~~in economic instability and/or disruptions to~~ the Company’'s ~~operations~~available ~~and/or the operations of the Company’s retail customers~~liquidity, ~~distributors, third-party-suppliers and other vendors,~~ which could have a material adverse effect on the Company's ~~sales,~~ business, prospects, results of operations, financial condition and/or cash flows.

Extreme weather conditions due to climate change or otherwise that impact the retail store locations of the Company’s customers, or the locations of the Company’s manufacturing facilities, distribution centers, overseas offices, third-party suppliers and/or other vendors could disrupt the supply and shipment of the Company’s products to consumers, which could have a material adverse effect on the Company's sales, business, prospects, results of operations, financial condition and/or cash flows. Moreover, natural disasters due to climate change or otherwise, such as tornadoes, fires, hurricanes, tsunamis or earthquakes, whether occurring in the U.S. or abroad, and their related consequences and effects, including energy shortages and public health issues, could result in economic instability and/or disruptions to the Company’s operations and/or the operations of the Company’s retail customers, distributors, third-party-suppliers and other vendors, which could have a material adverse effect on the Company's sales, business, prospects, results of operations, financial condition and/or cash flows.

The Company's products are subject to federal, state and international regulations that could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s business is subject to numerous laws, regulations and trade policies. 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 and other beauty-care products that contain over-the-counter drug ingredients, such as sunscreens, anti-perspirant deodorants and anti-dandruff hair-care products. 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, such as regulations enacted to address the impacts of climate change, have an increasing influence on the Company's product claims, ingredients and packaging. To the extent federal, state, local and/or foreign regulatory changes occur in the future, whether due to changes in applicable laws or regulations or evolving interpretations and enforcement policies by regulatory authorities, 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, prospects, results of operations, financial condition and/or cash flows.

Any violation of the U.S. Foreign Corrupt Practices Act or other similar foreign anti-corruption laws could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

A significant portion of the Company’s revenue is derived from operations outside the U.S. and the Company has significant facilities outside the U.S., which exposes the Company to complex foreign and U.S. regulations inherent in conducting international business transactions. The Company is subject to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and other similar foreign anti-corruption laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business and other types of improper payments. While the Company’s employees and agents are required to comply with these laws and the Company has developed policies and procedures to facilitate compliance with such laws, there is no assurance that the Company’s policies and procedures will prevent all violations of these laws, despite the Company’s long-standing commitment to conducting its business and achieving its objectives by maintaining the highest level of ethical standards and legal compliance. The SEC and the U.S. Department of Justice, and their foreign counterparts, have continued to increase their enforcement activities with respect to the FCPA and similar foreign anti-corruption laws and any violation of these laws or allegations of such may result in severe criminal and civil sanctions, as well as other substantial costs and penalties, any of which could have a material adverse effect the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Disruptions to or breaches of the Company's information technology systems, and the potential failure to adequately detect or resolve such interruptions or breaches in a timely manner, may have a material adverse effect on the Company's ~~business operations, prospects, results of operations and, financial condition which could lead to reputational damage and significant liabilities.~~

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~~loss~~business ~~of sales and customers~~operations, ~~which could have a material adverse effect on the Company's business,~~ prospects, results of operations and, financial condition ~~and/or~~which cash flows. In addition, the Company's information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company's control, including, without limitation, fire, natural disasters, power outages, systems disruptions, system conversions, security breaches, cyberattacks, phishing attacks, viruses and/or human error. In any such event, the Company could belead ~~required~~ to ~~make~~reputational a significant investment to fix or replace its information technology systems, and the Company could experience interruptions in its ability to service its customers. These risks have been and may continue to be exacerbated as a result of remote working in response to the COVID-19 pandemic. Any such damage ~~or interruption could have a material adverse effect on the Company's business, prospects, results of operations, financial condition~~ and~~/or~~ ~~cash~~significant ~~flows~~liabilities.

The operation of the Company's business depends on the Company's information technology systems. The Company relies on its information technology systems to effectively manage, among other things, the Company's business data, communications, supply chain, inventory management, customer order entry and order fulfillment, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements and other processes and data necessary to manage the Company's business. Disruptions to the Company's information technology systems, including any disruptions to the Company's current systems and/or as a result of transitioning to additional or replacement information technology systems, as the case may be, could disrupt the Company's business and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows. In addition, the Company's information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company's control, including, without limitation, fire, natural disasters, power outages, systems disruptions, system conversions, security breaches, cyberattacks, phishing attacks, viruses and/or human error. In any such event, the Company could be required to make a significant investment to fix or replace its information technology systems, and the Company could experience interruptions in its ability to service its customers. These risks have been and may continue to be exacerbated as a result of remote working in response to the COVID-19 pandemic. Any such damage or interruption could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

In addition, as part of the Company's normal business activities, the Company collects and stores certain confidential information, including personal information with respect to customers, consumers and employees, as well as information related to intellectual property, and the success of its e-commerce operations depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. The Company may share some of this information with vendors who assist the Company with certain aspects of its business. Moreover, the success of the Company’s e-commerce operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments. Any failure on the part of the Company or its vendors to maintain the security of this confidential data and personal information, including via the penetration of the Company’s network security (or those if its vendors) and the misappropriation of confidential and personal information, could result in business disruption, damage to the Company’s reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in the Company incurring potentially substantial costs. Such events could also result in the deterioration of confidence in the Company by employees, consumers and customers and cause other competitive disadvantages. In addition, a security or data privacy breach could require the Company to expend significant additional resources to enhance its information security systems and could result in a disruption to the Company’s operations. Furthermore, third parties, such as the Company’s suppliers and retail customers, may also rely on information technology and be subject to such cybersecurity breaches. These breaches may negatively impact their businesses, which could in turn disrupt the Company’s supply chain and/or the Company’s business operations. Due to the potential significant costs, business disruption and reputational damage that typically accompany a cyberattack or cybersecurity breach, any such event could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.

The Company’s information technology systems, or those of its third-party service providers, may be accessed by unauthorized users such as cyber criminals as a result of a disruption, cyberattack or other security breach. Cyberattacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives. Such cyberattacks and cyber incidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware through phishing emails. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of the Company’s information technology systems or infrastructure, or those of its third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of Company, employee, representative, customer, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. The Company cannot guarantee that its security efforts will prevent or timely detect breaches or breakdowns of the Company’s or its third-party service providers’ information technology systems. The Company also cannot guarantee that it will be able to timely remediate any breaches or breakdowns that it detects. In addition, like most major corporations, the Company's information systems are a target of cyberattacks and although the incidents that the Company has experienced to date have not had a material effect, if the Company suffers a material loss or disclosure of confidential information as a result of a breach of its information technology systems, including those of its third-party service providers, the Company may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or ~~damages, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows.~~

Further, the Company is subject to an evolving body of federal, state and non-U.S. laws, rules, regulations, guidelines and principles regarding data privacy and security. Several governments, including the E.U., have regulations dealing with the collection and use of personal information obtained from their citizens, and regulators globally are also imposing greater monetary fines for privacy violations. For example, the UK General Data Protection Regulation (the “UK GDPR”) and the European Union’s General Data Protection Regulation (the “GDPR”) each allows for a private right of action, imposes stringent data protection requirements on companies that offer goods or services to, or monitor the behavior of, individuals in the United Kingdom or the European Economic Area, as applicable. The UK GDPR and the GDPR establishes a robust framework of data 40

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~~subjects’~~damages, ~~rights~~which ~~and~~could ~~imposes~~have ~~onerous~~a ~~accountability~~material ~~obligations~~adverse effect on ~~companies,~~the ~~with~~Company's ~~penalties~~business, ~~for~~prospects, ~~noncompliance~~results of upoperations, tofinancial ~~the~~condition ~~greater of 17.5 million British pounds~~ and/or 20cash ~~million euros, respectively, or 4% of annual global revenue~~flows.

In addition, the State of California enacted a data privacy law applicable to entities serving or employing California residents (the “CCPA”) that required compliance by January 2020. The UK GDPR, GDPR, the CCPA and other changes in federal, state and foreign laws, rules or regulations associated with the enhanced protection of certain types of sensitive data and other personal information, require the Company to evaluate its current operations, information technology systems and data handling practices and to implement enhancements and adaptations where necessary to comply with these new laws, rules and regulations, which could greatly increase the Company’s operational costs or require the Company to adapt certain operations or activities to comply with the stricter regulatory requirements. The Company's inability to comply with such laws, rules, regulations, guidelines and principles or to quickly adapt the Company's practices to reflect them as they develop, could potentially subject the Company to significant fines, damages, liabilities and reputational harm, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows.

Uncertainties in the interpretation and application of the income tax provisions could have a material impact on the Company's financial condition, results of operations and/or cash flows.

The Company is subject to taxes in the United States and in certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company's future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation, including in the United States.

The Company is also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service (the “IRS”) and other tax authorities and governmental bodies. The Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for taxes. There can be no assurance as to the outcome of these examinations. If the Company's effective tax rates were to increase, particularly in the United States, or if the ultimate determination of the Company's taxes owed is for an amount in excess of amounts previously accrued, it may have a material adverse effect on the Company's business, financial condition and results of operations.

In December 2017, President Donald Trump signed into law ~~legislation~~the Tax Cuts and Jobs Act (“TCJA”) that significantly ~~revises~~reformed the Internal Revenue Code of 1986, as amended (the “Code”). ~~Such~~The ~~changes~~TCJA, ~~include~~among aother ~~reduction~~things, inincludes ~~the~~changes ~~corporate~~to ~~tax~~U.S. ~~rate~~federal ~~from~~tax ~~35%~~rates, toimposes ~~21%~~significant ~~and~~additional limitations on ~~certain~~the ~~corporate~~deductibility ~~deductions~~of ~~and~~certain ~~credits,~~expenses ~~including~~and ~~significant~~adds certain limitations onto the ~~deductibility~~use of ~~interest~~net operating loss carryforwards arising after December 31, ~~among~~2017. ~~other~~Beginning ~~changes~~in 2022, the TCJA required all U.S. ~~Notwithstanding~~companies to capitalize, and subsequently amortize research and experimental (“R&E”) expenses that fall within the ~~implementation~~scope of ~~this~~Section ~~reform~~174. ~~during~~We have accounted for the ~~prior~~effects ~~years~~of the R&E capitalization, based on interpretation of the ~~new~~law ~~legislation~~as ~~may~~currently ~~continue~~enacted. toIn ~~have~~addition, ~~material~~when ~~impact~~the ontaxpayer calculates the ~~Company's~~adjusted ~~results~~taxable income for purposes of ~~operations~~Section 163(j) business interest limitation calculation, ~~which~~depreciation, ~~may~~amortization beand ~~material~~depletion expense are no longer added back to calculate the adjusted taxable income for tax years starting January 1, 2022.

35On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate alternative minimum tax rate applicable for our fiscal 2024 taxable year and a 1% federal excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our financial condition, results of operations, or cash flows.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table sets forth, as of December 31, ~~2021~~2022, the Company's major manufacturing, research and development and warehouse/distribution facilities by the segment that each facility primarily operates in, all of which are owned by the Company, except where otherwise noted.

Location

Segment(s)

Use

Approximate Floor Space Sq. Ft.

Oxford, North Carolina

Revlon, Portfolio, Elizabeth Arden, Fragrances

Manufacturing, warehousing, distribution and office (a)

1,012,000

Jacksonville, Florida

Revlon, Portfolio

Manufacturing, warehousing, distribution and office (a) (b)

731,000

Salem, Virginia

Elizabeth Arden

Warehousing and distribution (leased)

482,000

Roanoke, Virginia

Elizabeth Arden

Warehousing and distribution (leased)

399,000

Mississauga, Canada

Revlon

Warehousing, distribution and office (leased)

195,000

Tarragona, Spain

Portfolio, Elizabeth Arden, Fragrances

Manufacturing, warehousing, distribution and office

175,000

Bologna, Italy

Revlon, Portfolio

Manufacturing, warehousing, distribution and office

137,000

Queretaro, Mexico

Portfolio, Elizabeth Arden

Manufacturing, warehousing, distribution and office

128,000

Canberra, Australia

Revlon

Warehousing and distribution

125,000

Edison, New Jersey

Revlon, Portfolio, Elizabeth Arden

Research and development and office (leased)

~~124~~99,000

Rietfontein, South Africa

Revlon

Warehousing, distribution and office (leased)

118,000

Isando, South Africa

Revlon

Manufacturing, warehousing, distribution and office

94,000

Stone, United Kingdom

Revlon

Warehousing and distribution (leased)

92,000

(a)Property subject to liens under the 2016 Credit Agreements.

(b)Owned: 512,000 Sq. Ft.; Leased: 219,000 Sq. Ft.

In addition to the facilities described above, the Company owns and leases additional facilities in various areas throughout the world, including the lease of the Company's offices in New York, New York (approximately ~~153~~107,000 square feet) and the office lease in Cornella, Spain (approximately 89,000 square feet). Effective February 2023, the Company moved into a smaller leased office space in New York, NY (approximately 69,000 square feet). Effective March 2023, the Court approved the rejection of the New York office lease at One New York Plaza, New York, NY 10004. 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 incidental to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period.

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Chapter 11 Bankruptcy

On the Petition Date, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The information contained in Note 1-General-Going Concern of the notes to the consolidated financial statements is incorporated herein by reference. As a result of such Chapter 11 bankruptcy filing, substantially all proceedings pending against the Debtors have been stayed. These matters will be subject to resolution in accordance with the Bankruptcy Code and applicable orders of the Bankruptcy Court.

As part of the Chapter 11 Cases, parties believing that they have claims or causes of action against the Debtors could file proofs of claim evidencing such claims. Pursuant to an order entered by the Bankruptcy Court, all proofs of claim were to be filed with the Bankruptcy Court by October 24, 2022 (the "Claims Bar Date"), except for claims by Governmental units, which were to be filed with the Bankruptcy Court by December 12, 2022, and Hair Relaxer Claimants, which are to be filed with the Bankruptcy Court by April 11, 2023. The filed claims have been or are being reconciled to amounts recorded in liabilities subject to compromise in our consolidated balance sheet. The Debtors may ask the Bankruptcy Court to disallow claims that the Debtors believe are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In addition, as a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. In light of the substantial number of claims filed, the claims resolution process may take considerable time to complete and likely will continue after the Debtors emerge from bankruptcy.

Adversary Complaints

August 12, 2022 Adversary Complaint

On August 12, 2022, Citi filed an Adversary Complaint (the “August 12, 2022 Adversary Complaint”) against Revlon, Inc., Products Corporation, and several of Products Corporation’s subsidiaries in the U.S. Bankruptcy Court for the Southern District of New York, Case No. 22-10760-dsj [Docket No. 373]. The August 12, 2022 Adversary Complaint arises out of the District Court’s judgment entered on February 16, 2021 in the Citibank Litigation described elsewhere in this 2022 Form 10-K. Because the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings (In re Citibank August 11, 2020 Wire Transfers, No. 21-487 (2d Cir. 2022)), the parties agreed to stay the adversary proceeding pending disposition of the District Court litigation. On February 21, 2023, the District Court so ordered the Joint Stipulation and Order for Voluntary Dismissal of Adversary Proceeding, dismissing the adversary proceeding in its entirety.

October 31, 2022 Adversary Complaint

On October 31, 2022, a group of lenders under the 2016 Term Loan Agreement filed an Adversary Complaint against Revlon, Inc., Products Corporation, several of Products Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Jefferies Finance LLC, Jefferies LLC, and several lenders under the 2020 BrandCo Credit Agreement and certain financial institutions that are lenders or the affiliates of lenders under Products Corporation’s 2016 Term Loan Agreement, in the U.S. Bankruptcy Court for the Southern District of New York (the “October 31, 2022 Adversary Complaint”), Case No. 22-10760-dsj [Docket No. 956].

The October 31, 2022 Adversary Complaint alleges various spurious causes of action, stemming from various alleged breaches of the provisions of the 2016 Term Loan Agreement, including claims for breach of contract, declaratory judgment, breach of the implied covenant of good faith and fair dealing, conversion, aiding and abetting conversion, unjust enrichment, equitable subordination, tortious interference with contract, and constructive trust. The October 31, 2022 Adversary Complaint seeks various forms of relief, including declaratory relief, specific performance, rescission of certain existing agreements, injunctive relief, damages, costs and expenses, attorneys’ fees, and pre-judgment interest.

On December 5, 2022, in response to the October 31, 2022 Adversary Complaint, the Company filed a motion to dismiss, asking the Bankruptcy Court to dismiss the claims against the Company on the bases that: (i) such claims are derivative and the plaintiffs lack standing to pursue them, (ii) such claims are not permissible under New York law or the Bankruptcy Code, (iii) entering into the previously disclosed August 2019 senior secured term loan facility by and among the Company, Products Corporation, certain affiliated funds, investment vehicles or accounts managed or advised by Ares Management LLC, as lender and Wilmington Trust, National Association, as administrative and collateral agent (the "2019 Term Loan Facility" or the "2019 Term Loan Agreement) did not violate the 2016 Term Loan Agreement, and (iv) such claims fail to state viable tort or quasi-contract claims under New York law. Jefferies and the BrandCo Lenders also filed motions to dismiss the October 31, 2022 Adversary Complaint.

On the same day, the Company also filed an Answer and Counterclaims in response to the October 31, 2022 Adversary Complaint, in which the Company requested a declaratory judgment that, among other things, the plaintiffs are not entitled to

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REVLON, INC. AND SUBSIDIARIES

the relief they are seeking in connection with the 2019 Term Loan Facility, the 2020 BrandCo Credit Agreement, or any other equitable relief under New York Law and the Bankruptcy Code.

A hearing on the Company’s motion to dismiss was held on February 2, 2023, and on February 14, 2023, the Bankruptcy Court granted the motion to dismiss as to all claims against the Company and all of the October 31, 2022 Adversary Complaint claims for equitable relief. With respect to the non-Company defendants, the Bankruptcy Court directed all parties to file letters on or before February 15, 2023 concerning whether the standing grounds on which the Bankruptcy Court’s decision was based apply to the remaining causes of action as against the non-Company defendants, and the parties filed such letters on the Bankruptcy Court’s docket on February 15, 2023. A trial was scheduled to begin on March 6, 2023.

Due to the global settlement embodied in the Plan, the parties have agreed that the adversary proceeding will be stayed pending confirmation of the Plan, at which point the Debtors anticipate that the adversary proceeding will be dismissed with prejudice through the Bankruptcy Court’s order confirming the Plan and/or a separate order entered on the adversary proceeding’s docket. The parties’ agreement is also reflected in the So Ordered Stipulation and Order Signed on 2/27/2023 Staying the Adversary Proceeding and Dismissing the Complaint Upon the Plan Effective Date, Case No. 22-01167-dsj [Docket No. 130].

Item 4. Mine and Safety Disclosures

Not applicable.

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

PART II - OTHER INFORMATION

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Revlon’s~~NYSE ~~only~~Delisting ~~class~~and ofTransfer ~~capital~~to ~~stock~~the outstanding at December 31, 2021 is its Class A Common Stock. MacAndrews & Forbes, which is beneficially owned by Ronald O. Perelman, at December 31, 2021 beneficially owned 46,223,321 shares of Revlon’s Class A Common Stock, with a par value of $0.01 per share (Over-the-Counter ("~~Class A Common Stock~~OTC"). Revlon's only class of capital stock outstanding at December 31, 2021 was its Class A Common Stock. As a result, at December 31, 2021, Mr. Perelman, indirectly through MacAndrews & Forbes, beneficially owned approximately 86.1% of the issued and outstanding shares of Revlon's Class A Common Stock, which represented approximately 86.1% of the voting power of Revlon’s capital stock. The remaining 7,443,292 shares of Class A Common Stock that were issued and outstanding at December 31, 2021 were owned by the public.Market

Revlon'’s ~~Class~~only Aclass ~~Common~~of ~~Stock~~capital isstock ~~listed~~outstanding onat ~~the~~December ~~New~~31, ~~York~~2022 ~~Stock~~was ~~Exchange~~its ~~(the~~Class ~~"NYSE")~~A ~~and~~Common ~~traded~~Stock, ~~under~~with ~~the~~a ~~symbol~~par ~~"REV"~~value ~~principally~~of in$0.01 ~~the~~per Ushare.S. onAt ~~the~~December ~~FINRA Alternative Display Facility~~31, ~~the NYSE~~2022, ~~the~~MacAndrews ~~EDGX~~& ~~Exchange~~Forbes, ~~and~~which ~~the~~is ~~NASDAQ~~beneficially ~~Intermarket~~owned ~~Trading~~by ~~System,~~Ronald ~~among others~~O. ~~At December 31~~Perelman, beneficially ~~2021~~owned 46,223,321 ~~there~~shares ~~were approximately 246 holders~~ of ~~record of~~ Class A Common Stock. ~~(which~~As ~~does~~a ~~not~~result, ~~include~~at ~~the~~December ~~number~~31, of2022, ~~beneficial~~Mr. ~~owners~~Perelman, ~~holding~~ indirectly through aMacAndrews ~~broker~~& Forbes, ~~bank~~beneficially orowned ~~other~~approximately ~~nominee)~~85.1% Noof ~~cash~~the ~~dividends~~issued ~~were declared or paid during 2021~~ and ~~2020~~outstanding byshares of Revlon's ~~on its~~ Class A Common Stock., ~~The~~which ~~terms~~represented approximately 85.1% of the ~~2016~~voting ~~Credit~~power ~~Agreements,~~of ~~the~~Revlon’s ~~2019~~capital ~~Term~~stock. ~~Loan~~The ~~Agreement~~remaining ~~and~~8,078,680 ~~the~~shares ~~6.25%~~of ~~Senior~~Class ~~Notes~~A ~~Indenture~~Common ~~currently~~Stock ~~restrict~~that ~~Products~~were ~~Corporation’s~~issued ~~ability~~and tooutstanding ~~pay~~at ~~dividends~~December or31, ~~make~~2022 ~~distributions~~were toowned ~~Revlon,~~by ~~except~~the inpublic. ~~limited~~Under ~~circumstances,~~the ~~which,~~terms inof ~~turn,~~the ~~limits~~Plan ~~Revlon's~~and ~~ability~~Restructuring toSupport ~~pay~~Agreement ~~dividends~~and subject to ~~its~~approval ~~stockholders.~~of ~~See~~the ~~"Financial~~Plan ~~Condition~~by the Bankruptcy Court, ~~Liquidity~~the ~~and~~Company ~~Capital~~is ~~Resources~~expected —to ~~Long-Term~~emerge ~~Debt~~from ~~Instruments"~~Chapter ~~and~~11 ~~Note~~bankruptcy 8,as ~~"Debt,"~~a toprivately ~~the~~held ~~Company's~~company ~~Audited~~and ~~Consolidated~~its ~~Financial~~outstanding ~~Statements~~equity inis ~~this~~expected ~~2021~~to ~~Form~~be ~~10-K~~cancelled.

On June 16, 2022, the Company received a letter from the staff of NYSE Regulation that it had determined to commence proceedings to delist the Class A Common Stock of the Company from the NYSE in light of the Company’s disclosure on June 15, 2022 that it and certain of its subsidiaries had commenced voluntary petitions for reorganization under Chapter 11. The Company appealed the NYSE’s delisting decision in a timely manner and the NYSE completed its review on October 13, 2022. On October 20, 2022, the NYSE informed the Company, and publicly announced its determination following such appeal, that the Company’s Class A Common Stock was no longer suitable for listing on the NYSE and the NYSE suspended trading in the Company’s Class A Common Stock after the market close on October 20, 2022. On October 21, 2022, the NYSE applied to the SEC pursuant to Form 25 to remove the Class A Common Stock of the Company from listing and registration on the NYSE at the opening of business on November 1, 2022. As a result of the suspension and delisting, the Company's Class A Common Stock began trading exclusively on the OTC market on October 21, 2022 under the symbol “REVRQ.” Over-the counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

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."

Item 6. Selected Financial Data

Not applicable, as a smaller reporting company.

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Item 7. Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes and the section entitled “Forward-Looking Statements” of this ~~2021~~2022 Form 10-K. As discussed in more detail in the Section entitled “Forward-Looking Statements,” this discussion contains forward-looking statements, which involve risks and uncertainties.

~~COVID-19~~ ~~Pandemic~~Recent Developments

~~While~~Voluntary ~~the~~Reorganization ~~Company~~under ~~continues~~Chapter to execute its business strategy, the ongoing and prolonged COVID-19 pandemic has adversely impacted net sales in all major commercial regions around the globe that are important to the Company's business. The COVID-19 pandemic’s adverse impact on the global economy has contributed to significant and extended quarantines and other social distancing measures; the increased prevalence of remote working arrangements for employees in certain industries; disruptions in the global supply chain for a number of industries, including consumer retail, and related consumer products shortages and price increases for consumer products; closures, bankruptcies and/or reduced operations of retailers, beauty salons, spas, offices and manufacturing facilities; labor shortages with employers in many industries, including consumer retail, experiencing increased competition to recruit, hire and retain employees; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse conditions have resulted in the general slowdown of the global economy, in turn contributing to declines in net sales within some of the Company’s reporting segments and regions. However, with the roll out of COVID-19 vaccinations in the United States in 2021 and the easing of COVID-19 restrictions in 2021, the Company is seeing a resumption in consumer spending and consumption. The Company continues to closely monitor the impacts of COVID-19 including the impacts of any new variants of COVID-19 and subsequent “waves” of the pandemic, and will take appropriate actions in an effort to mitigate the COVID-19 pandemic’s negative effects on the Company’s operations and financial results. See "COVID-19 Impact on the Company’s Business" below for more details.11

~~Liquidity~~On ~~and~~June ~~Ability~~15, to2022, ~~Continue~~the Debtors filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. Since the Petition Date, the Debtors have operated their businesses as a“debtors-in-possession” ~~Going~~under ~~Concern~~the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~Each~~As ~~reporting~~previously ~~period,~~disclosed ~~the~~by ~~Company assesses its ability to continue as a going concern for one year from~~ the ~~date the financial statements are issued. At December 31~~Company, ~~2021,~~ the ~~Company~~filing ~~had a liquidity position~~ of ~~$171.5 million, consisting of: (i) $102.4 million of unrestricted cash and cash equivalents (with approximately $97.2 million held outside~~ the ~~U.S.);~~Bankruptcy ~~(ii)~~Petitions ~~$72.4~~constituted ~~million~~an inevent ~~available borrowing capacity under the Amended 2016 Revolving Credit Facility (which had $289.6 million drawn at such date); and less (iii) approximately $3.3 million~~ of ~~outstanding~~default ~~checks.~~that ~~Under~~accelerated the ~~Amended 2016 Revolving Credit Facility, as Products Corporation~~Company’s ~~consolidated~~obligations ~~fixed charge coverage ratio ("FCCR") was greater than 1.0 to 1.0 as of December 31, 2021, all of the approximately $72.4 million of availability~~ under the ~~Amended~~following ~~2016~~debt Revolving Credit Facility was available as of such date. The Company's evaluation includes its ability to meet its future contractual obligations and other conditions and events that may impact its liquidity.instruments:

•Term ~~The~~Loan ~~Company~~Agreement, ~~continues~~dated toas ~~focus~~of onSeptember ~~cost~~7, ~~reduction~~2016 ~~and risk mitigation actions to address both the ongoing and prolonged impacts from the COVID-19 pandemic~~ (as ~~well~~amended, ~~as other risks in~~ the ~~business~~"2016 ~~environment.~~Term ItLoan ~~expects~~Agreement" toor ~~generate additional liquidity through continued actions related to~~ the ~~RGGA~~"2016 ~~program~~Term ~~and~~Loan ~~other~~Facility"), ~~cost control initiatives as well as funds provided~~ by ~~selling~~and ~~certain~~among ~~assets~~Products orCorporation, ~~other strategic transactions in connection with the Company's ongoing Strategic Review. If sales continue to decline~~Revlon, ~~the~~certain ~~Company’s~~lenders ~~cost~~party ~~control~~thereto ~~initiatives may include reductions in discretionary spend~~ and ~~reductions~~Citibank, ~~in investments in capital and permanent displays~~N. ~~Management believes that its recent debt refinancing activities~~A., ~~along~~as ~~with~~administrative ~~existing~~agent ~~cash~~ and ~~cash~~collateral ~~equivalents~~agent, ~~and~~related ~~cost control initiatives provides the Company with sufficient liquidity~~ to ~~meet~~$872.4 ~~its~~million ~~obligations~~outstanding ~~and~~aggregate ~~maintain~~principal ~~business~~amount ~~operations~~of ~~for the next twelve months.~~loans;

~~However~~•Asset-Based Revolving Credit Agreement, ~~there~~dated ~~can~~as beof noSeptember ~~assurance~~7, ~~that~~2016 ~~available~~(as ~~funds~~amended, ~~will~~the be“Amended ~~sufficient~~2016 toRevolving ~~meet~~Credit ~~the~~Agreement” ~~Company’s~~or ~~cash~~the ~~requirements~~"Amended on2016 aRevolving ~~consolidated~~Credit ~~basis~~Facility"), ~~as,~~by and among ~~other~~Products ~~things~~Corporation, ~~the~~certain ~~Company’s~~local ~~liquidity~~borrowing ~~can~~subsidiaries befrom ~~impacted~~time byto atime ~~number~~party ofthereto, ~~factors~~Revlon, ~~including~~certain ~~its~~lenders ~~level~~party ofthereto ~~sales,~~and ~~costs~~MidCap ~~and~~Funding ~~expenditures~~IV Trust, as ~~well~~administrative asagent ~~accounts receivable~~ and ~~inventory~~collateral agent, ~~which~~related ~~serve~~to as$289.0 ~~the~~million ~~principal~~outstanding ~~variables~~aggregate ~~impacting~~principal ~~the~~ amount of ~~liquidity~~loans, ~~available~~consisting ~~under~~of ~~the Amended 2016 Revolving Credit Facility and the 2021 Foreign Asset-Based Term Facility~~$109.0 ~~For~~million ~~example,~~of ~~subject~~Tranche toA ~~certain exceptions,~~ revolving loans, ~~under~~$50.0 ~~the~~million ~~Amended~~of ~~2016~~Tranche ~~Revolving~~B ~~Credit~~first-in, ~~Facility~~last-out ~~and~~ term loans ~~under~~ (the ~~2021~~"2020 ~~Foreign~~ABL ~~Asset-Based~~FILO Term Loan Facility") ~~must~~and be$130.0 ~~prepaid~~million toof ~~the extent that outstanding~~ loans ~~exceed~~under the ~~applicable~~Company's ~~borrowing~~senior ~~base~~secured second-in, ~~consisting~~second-out ofterm ~~certain~~loan ~~accounts~~facility ~~receivable,~~(the ~~inventory~~"SISO ~~and~~Term ~~real~~Loan ~~estate.~~Facility");

38•BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, the “2020 BrandCo Credit Agreement” or "2020 BrandCo Facilities"), by and among Products Corporation, Revlon, the other loan parties and lenders party thereto and Jefferies Finance LLC, as administrative agent, related to $1,878.0 million outstanding aggregate principal amount of loans; and

The Debtors obtained requested relief from the Bankruptcy Court that enables the Debtors to maintain business-as-usual operations and uphold their respective commitments to their stakeholders, including employees, customers, and vendors during the restructuring process, subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. While the Chapter 11 Cases are pending, the Debtors have not made, and do not anticipate making interest payments due under the majority of their debt instruments; however, the Debtors expect to pay interest payments in full as they come due under the DIP Facilities and certain other senior secured debt instruments.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

DIP Facilities

Prior to the commencement of the Chapter 11 Cases, the Company secured commitments to enter into (i) a superpriority senior secured debtor-in-possession asset-based loan facility (the “DIP ABL Facility”), in the maximum aggregate principal amount of $400 million, subject to a borrowing base, with certain financial institutions party thereto as lenders and MidCap Funding IV Trust, as administrative agent and collateral agent, (ii) a superpriority senior secured debtor-in-possession term loan facility (the “DIP Term Loan Facility”), in the aggregate principal amount of $575 million, with certain financial institutions party thereto as lenders and Jefferies Finance, LLC, as administrative agent and collateral agent, and (iii) a superpriority junior secured debtor-in-possession intercompany credit facility (the “Intercompany DIP Facility” and, together with the DIP ABL Facility and the DIP Term Loan Facility, the “DIP Facilities”) with the Debtors that are BrandCos (as defined in the 2020 BrandCo Credit Agreement referred to herein) (the “BrandCos”).

Restructuring

Under the terms of the Restructuring Support Agreement and the Plan (each as described below and elsewhere in this 2022 Form 10-K), the Plan, once consummated, will reduce the Debtors’ total debt burden by approximately $2.7 billion and capitalize the Company with approximately $1.4 billion of new money debt and equity investments. The Company is expected to emerge from Chapter 11 bankruptcy as a privately held company by no later than April 28, 2023. The Plan also includes a global settlement of litigation claims by certain of the Company’s lenders. The Plan is subject to approval by the Bankruptcy Court.

The Restructuring Support Agreement

On December 19, 2022, the Company Parties entered into the Restructuring Support Agreement with the Original Consenting Creditor Parties. Following weeks of negotiations in January and February 2023, on February 21, 2023, the Debtors amended and restated the Restructuring Support Agreement to memorialize an agreement among the Company Parties, the Original Consenting Creditor Parties and the Consenting 2016 Lenders that provides for a global resolution of the significant litigation issues in the chapter 11 cases.

Under the Restructuring Support Agreement, the Consenting Creditor Parties have agreed, subject to certain terms and conditions, to support a restructuring (the “Restructuring”) of the existing corporate debt of, existing equity interests in, and certain other obligations of the Company Parties. The Restructuring will be effectuated through the Plan, as described below.

The Restructuring Support Agreement provides that the Debtors shall achieve certain future milestones (unless extended or waived in writing), including:

•No later than February 22, 2023, the Bankruptcy Court shall have entered an order approving (i) the Disclosure Statement and (ii) the Backstop Motion (this milestone has been met);

•No later than February 28, 2023, the Debtors shall have commenced the solicitation of votes to accept or reject the Plan (this milestone has been met);

•No later than April 4, 2023, the Bankruptcy Court shall have entered an order confirming the Plan; and

•No later than April 28, 2023, the effective date of the Plan shall have occurred (such date of emergence from chapter 11, the “Effective Date”).

In accordance with the Restructuring Support Agreement, the Company Parties agreed among other things, to: (i) support and take all steps reasonably necessary to consummate the Restructuring in accordance with the Restructuring Support Agreement; (ii) to the extent any legal or structural impediment arises that would prevent, hinder, impede, or delay the consummation of the Restructuring, (A) take all steps reasonably necessary and desirable to address any such impediment, and (B) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any such impediment; (iii) use commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (iv) negotiate in good faith and use commercially reasonable efforts to take all steps reasonably necessary to (A) consummate the Restructuring and (B) execute and implement definitive documents; (v) timely file a formal objection to any motion, application, or pleading filed with the Bankruptcy Court seeking the entry of an order for relief that (A) is materially inconsistent with the Restructuring Support Agreement or any definitive document or (B) would, or would be reasonably expected to, frustrate the purposes the Restructuring Support Agreement or any definitive document, including by preventing the consummation of the Restructuring; (vi) timely file a formal objection or opposition to any motion, application or adversary proceeding or other action or proceeding asserting any claims settlement pursuant to the Plan or Restructuring Support Agreement; and (vii) not take any other action or inaction in material contravention of the Restructuring Support Agreement or any definitive document, or to the material detriment of the Restructuring Transactions. In accordance with the

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company Parties also agreed, upon emergence, to assume or replace the following: (A) the employment agreement of the Company’s Chief Executive Officer, (B) the Company’s severance plan and (C) the Company’s cash bonus programs for 2023 (each as amended, modified, developed or supplemented on terms described in the Restructuring Support Agreement). Also, in accordance with the Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company will also adopt an equity management incentive program to be allocated following emergence, beginning in 2024 (unless the Board of Directors of Reorganized Holdings determines otherwise).

In accordance with the Restructuring Support Agreement, the Consenting Creditor Parties agreed, among other things, to: (i) support the Restructuring as contemplated by the Restructuring Support Agreement and the definitive documents governing the Restructuring; (ii) not object to, delay, impede, or take any other action to interfere with the acceptance, consummation, or implementation of the Plan or the Restructuring; (iii) vote to accept the Plan; and (iv) except as permitted in the Restructuring Support Agreement, not transfer any ownership held by each Consenting Creditor. In addition, the Restructuring Support Agreement contains commitments of the Creditors’ Committee to not investigate, assert, prosecute, or support certain challenges or claims settled pursuant to the Plan or Restructuring Support Agreement, and the commitment by the Consenting BrandCo Lenders to, not support any alternative restructurings that do not result in holders of General Unsecured Claims (as defined herein) receiving consideration of a value that is economically equivalent to the consideration distributable to such holders under the Plan and to use their commercially reasonable best efforts to cause any such alternative restructuring supported by them to provide holders of General Unsecured Claims with such equivalent economic treatment.

Each of the RSA Parties may terminate the Restructuring Support Agreement (and thereby their support for the associated plan of reorganization) under certain circumstances. The Debtors may terminate the Restructuring Support Agreement upon, among other circumstances: (i) its board of directors determining, after consulting with counsel, that performance under the Restructuring Support Agreement would be inconsistent with its fiduciary duties; and (ii) certain actions by the Bankruptcy Court, including dismissing the Chapter 11 Cases or converting the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

The Consenting Creditor Parties also have specified termination rights, including, among other circumstances, termination rights that arise if certain of the milestones have not been achieved, extended, or waived. Termination by one of these creditor groups will result in the termination of the Restructuring Support Agreement as to the terminating group only, with the Restructuring Support Agreement remaining in effect with respect to the Debtors and the non-terminating group.

Under the terms of the Plan and Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company is expected to emerge from Chapter 11 bankruptcy as a privately held company and its outstanding equity is expected to be cancelled.

Plan and Disclosure Statement

On December 23, 2022, the Debtors filed the Plan and a related Disclosure Statement with the Bankruptcy Court. On the same date, the Debtors filed a motion with the Bankruptcy Court requesting approval of the Disclosure Statement and various Plan solicitation materials, including the solicitation and voting procedures (the “Solicitation and Voting Procedures”), and establishment of certain deadlines in connection with the approval of the Disclosure Statement. On February 21, 2023, the Debtors filed amended versions of the Plan and the Disclosure Statement and the Bankruptcy Court approved the Disclosure Statement. As amended, the Plan and Disclosure Statement describe, among other things, the terms of the Plan; the Restructuring contemplated by the Restructuring Support Agreement; the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Plan from certain of the Debtors’ creditors and certain other aspects of the Restructuring.

The Plan is intended to implement the Restructuring contemplated by the Restructuring Support Agreement pursuant to an equitization restructuring that provides for, among other things, the treatment for classes of claims and interests as follows:

•FILO ABL Claims. Each holder of a claim under the 2020 ABL FILO Term Loan Facility (as defined herein) to be repaid in full in cash;

•OpCo Term Loan Claims. Each holder of OpCo Term Loan Claims (claims under the 2016 Term Loan Facility and third lien guaranty claims against the “Opco” Debtors) shall receive (a) its pro rata share of cash in the amount of $56 million or (b) if such holder makes or is deemed to make the Class 4 Equity Election (as defined in the Plan), such holder’s pro rata share of 18% of (i) the New Common Stock issued on the Effective Date, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (as defined below), including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement, in connection

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

with any MIP Awards (as defined in the Plan), and/or upon the exercise of the New Warrants, and (ii) the Equity Subscription Rights; provided that holders of no more than $334 million of OpCo Term Loan Claims are permitted to elect to receive cash;

•2020 Term B-1 Loan Claim. Each holder of 2020 Term B-1 Loan Claims against the “BrandCo” Debtors to receive, either (a) a principal amount of first lien take-back loans equal to such holder’s claim with $20 million of the adequate protection payments payable on March 8, 2023 to be deferred to the earlier of the termination of the Restructuring Support Agreement and the Effective Date, and then waived under the Plan upon the Effective Date or (b) an amount of cash equal to the principal amount of first lien take-back term loans that otherwise would have been distributable to such holder under clause (a);

•2020 Term B-2 Loan Claims. Each holder of 2020 Term B-2 Loan Claims against the BrandCo Debtors to receive its pro rata share of 82% of (a) the New Common Stock issued on the Effective Date, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering, including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement, in connection with any MIP Awards, and/or upon the exercise of the New Warrants, and (b) the Equity Subscription Rights;

•BrandCo Third Lien Guaranty Claims. Holders of third lien guaranty claims against the “Brandco” Debtors shall not receive any recovery or distribution on account of such claims;

•Unsecured Notes Claims. Each holder of unsecured notes claims against the Debtors to receive, if the class of unsecured notes claims votes to accept the Plan, such holder’s pro rata share of New Warrants, which will have a 5-year term and be exercisable to purchase an aggregate number of shares of the New Common Stock equal to (after giving effect to the full exercise of the New Warrants and the Equity Rights Offering, but subject to dilution by any New Common Stock issued in connection with Reorganized Holdings’ management incentive plan) 11.75% of the New Common Stock, which will be issued by Reorganized Holdings on the Effective Date with a strike price set at an enterprise value of $4 billion;

•General Unsecured Claims. Each holder of general unsecured claims ("General Unsecured Claims") in a class that votes to accept the Plan to receive its pro rata share of (a) the amount of $44 million and retained preference action net proceeds allocated to such class, plus (b) for the class of other general unsecured claims, a top-up amount of additional cash equal to 13% of allowed contract/lease rejection claims above $50 million of such claims;

•Qualified Pensions. Qualified pension plans to be reinstated; and

•Interests in Revlon. Interests in Revlon, including holders of the Company's Class A Common Stock, prior to emergence, to receive no recovery or distribution on account of such interests, and upon emergence from Chapter 11, all such pre-emergence interests in the Company, including the Company's Class A Common Stock, will be canceled, released, extinguished, and discharged, and will be of no further force or effect.

Pursuant to section 1123(b)(3) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Plan contains and effects global and integrated compromises and settlements (collectively, the “Plan Settlement”) of all actual and potential disputes between and among the Company Parties (including, for clarity, between and among the “BrandCo” entities, on the one hand, and the “OpCo” or “Non-BrandCo” entities, on the other hand), the Creditors’ Committee, the Consenting BrandCo Lenders, and the Consenting 2016 Lenders and all other disputes that might impact creditor recoveries, including, without limitation, any and all issues relating to:

•the allocation of the economic burden of repayment of the DIP ABL Facility and DIP Term Loan Facility and/or payment of adequate protection obligations provided pursuant to the Final DIP Order among the Debtors;

•any and all disputes that might be raised impacting the allocation of value among the Debtors and their respective assets, including any and all disputes related to the Intercompany DIP Facility; and

•any and all other Settled Claims (as defined in the Plan), including all claims arising in respect of the Debtors’ historical financing transactions, including the 2019 Term Loan Agreement and the 2020 BrandCo Credit Agreement.

Upon confirmation of the Plan, the Plan Settlement will be binding upon all creditors and all other parties in interest pursuant to section 1141(a) of the Bankruptcy Code.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

The Plan Settlement does not include any intercompany claims or intercompany interests that the Debtors elect to reinstate, for tax efficiency or similar purposes, in accordance with the Plan.

On February 21, 2023, the Bankruptcy Court entered an order approving the Disclosure Statement and the Solicitation and Voting Procedures. Pursuant to the Solicitation and Voting Procedures, the Debtors distributed the ballots, solicitation packages, and related notices by February 27, 2023, and votes are due by March 20, 2023. In accordance with the Debtors’ proposed confirmation timeline, which is subject to change by the Bankruptcy Court, a hearing to consider confirmation of the Plan (which may be adjourned or extended from time) is scheduled for April 3, 2023.

Take-Back Facility

Pursuant to the Restructuring Support Agreement, the Debtors, on the Effective Date, will enter into a first lien term loan facility consisting of term loans in an aggregate principal amount equal to the 2020 Term B-1 Loan Claims Allowed Amount (as defined in the Restructuring Support Agreement and/or the Plan) as of the Effective Date (such facility, the “Take-Back Facility”).

Equity Rights Offering and Backstop Commitment Agreement

Pursuant to the Restructuring Support Agreement and the Plan, the Debtors will conduct an equity rights offering (the “Equity Rights Offering”) in an aggregate amount of $670 million (the “Aggregate Rights Offering Amount”), subject to reduction on account of the Excess Liquidity Cutback (as defined below), at a 30% discount to Plan Equity Value (as defined in the Plan). As set forth in the Restructuring Support Agreement, 70% of the Aggregate Rights Offering Amount (or $469 million, subject to the Excess Liquidity Cutback) (the “Subscription Amount”) will be raised by soliciting commitments from Eligible Holders (as defined in the Plan), while 30% (or $201 million, subject to the Excess Liquidity Cutback) (the “Direct Allocation Amount”) will be reserved for purchase by the Equity Commitment Parties.

On January 17, 2023, as contemplated by the Restructuring Support Agreement, the Debtors entered into a backstop commitment agreement with certain of the Consenting BrandCo Lenders, and on February 21, 2023, the Debtors, certain of the Consenting BrandCo Lenders, and certain of the Consenting 2016 Lenders amended and restated the backstop commitment agreement (as amended, the “Backstop Commitment Agreement”). Pursuant to the Backstop Commitment Agreement, each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, the Aggregate Rights Offering Amount. The Backstop Commitment Agreement provides that (i) each of the Equity Commitment Parties will, subject to the terms and conditions in the Backstop Commitment Agreement, purchase its agreed percentage (the “Backstop Commitment Percentage”) of the New Common Stock representing the unsubscribed portion of the Subscription Amount, (ii) each of the Equity Commitment Parties will, subject to the terms and conditions in the Backstop Commitment Agreement, purchase its agreed percentage of the New Common Stock representing the Direct Allocation Amount, and (iii) each of the Equity Commitment Parties will, subject to the terms and conditions in the Backstop Commitment Agreement, subscribe for and purchase the New Common Stock offered to such Equity Commitment Party in connection with the Equity Rights Offering. As consideration for entering into the Backstop Commitment Agreement, each Equity Commitment Party will receive, upon the closing of the Equity Rights Offering, its Backstop Commitment Percentage of a 12.5% equity commitment premium on the $670 million Aggregate Rights Offering Amount, which amount shall be payable in the form of New Common Stock at a price per share calculated at a 30% discount to Plan Equity Value (the "Backstop Commitment Premium"). If the Backstop Commitment Agreement is terminated, then under certain conditions set forth in the Backstop Commitment Agreement, the Equity Commitment Parties are entitled to receive their Backstop Commitment Percentage of an equity termination premium of $83.75 million in cash (representing 12.5% of the $670 million Aggregate Rights Offering Amount).

To the extent that, as of the Closing Date (as defined under the Backstop Commitment Agreement), the sum of (i) unrestricted cash and cash equivalents of the loan parties under the First Lien Exit Facilities (as defined below) and (ii) undrawn availability under the exit ABL facility (excluding the effect of any temporarily increased advance rates under the exit ABL facility that will not remain in effect through the maturity date of such facility), exceeds $285.0 million (such excess, “Excess Liquidity”), then such Excess Liquidity will be applied, on a dollar for dollar basis, first, to reduce the aggregate amount of the Equity Rights Offering on a dollar for dollar basis to not less than $650 million; second, in an amount of up to $12.0 million to pay the Debt Commitment Premium and Funding Discount (as defined in the Debt Commitment Letter) (on a ratable basis) in cash; third, to further reduce the aggregate amount of the Equity Rights Offering on a dollar for dollar basis to not less than $625 million; fourth, to reduce the amount of the Incremental New Money Facility on a dollar for dollar basis such that the aggregate amount of the First Lien Exit Facilities is no less than $1.275 billion; and fifth, 50% of any remaining Excess Liquidity to further reduce the amount of the Incremental New Money Facility and 50% of any remaining Excess Liquidity to further reduce the amount of the Equity Rights Offering (collectively, the “Excess Liquidity Cutback”).

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Debt Commitment Letter and Incremental New Money Facility

On January 17, 2023, as contemplated by the Restructuring Support Agreement, the Debtors entered into the Debt Commitment Letter with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior secured first lien term loan facility (the “Incremental New Money Facility” and together with the Take-Back Facility, the "First Lien Exit Facilities") upon emergence from Chapter 11. As consideration for entering into the Debt Commitment Letter, the Debt Commitment Parties will receive a premium of 3.00% on their $200 million funding commitment payable in-kind in the form of additional loans added under the Incremental New Money Facility (the “Debt Commitment Premium”). If the Debt Commitment Letter is terminated, then under certain conditions set forth in the Debt Commitment Letter, the Debt Commitment Parties are entitled to receive a termination premium of $6 million (3.00% of the $200 commitment amount) in lieu of the Debt Commitment Premium.

Liquidity and Ability to Continue as a Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. In connection with the preparation of our consolidated financial statements, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, that raised substantial doubt as to the Company’s ability to continue as a going concern. Each reporting period, the Company assesses its ability to continue as a going concern for one year from the date the financial statements are issued. At December 31, 2022, the Company had a liquidity position of $308.3 million, consisting of: (i) $249.3 million of unrestricted cash and cash equivalents (with approximately $94.6 million held outside the U.S.); (ii) $60.4 million in available borrowing capacity under the DIP ABL Facility (which had $41.8 million drawn at such date); and less (iii) approximately $1.4 million of outstanding checks. The Company's evaluation includes its ability to meet its future contractual obligations and other conditions and events that may impact its liquidity.

In light of the Company's Chapter 11 Cases, the Company's ability to continue as a going concern is contingent upon, among other things, its ability to, subject to the Bankruptcy Court's approval as applicable, (i) implement the Plan in a timely manner and within the milestones that have been established under the DIP Facilities and the Restructuring Support Agreement, which currently contemplate obtaining confirmation of the Plan and emerging from Chapter 11 in April 2023, and (ii) generate sufficient liquidity during the Chapter 11 Cases and following emergence from Chapter 11 to meet our contractual obligations and operating needs. As a result of risks and uncertainties related to, among other things, (i) the Company's ability to obtain requisite support for the Plan from various stakeholders, and (ii) the disruptive effects of the Chapter 11 Cases on our business and liquidity making it potentially more difficult to maintain business, financing and operational relationships, substantial doubt exists regarding our ability to continue as a going concern within one year after the date that the financial statements are issued.

The filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of the Company's obligations under nearly all of its pre-petition debt instruments. As such, the Company reclassified all pre-petition debt obligations to liabilities subject to compromise on its consolidated balance sheets as of December 31, 2022. For additional discussion regarding the impact of the Chapter 11 Cases on the Company's debt obligations, see Note 8. Debt.

The Company's consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The Company continues to focus on cost reduction and risk mitigation actions to address potential macroeconomic headwinds, such as rising global inflation and a potential economic recession or contraction in the near future. The Company may generate additional liquidity through continued cost control initiatives as well as funds provided by selling certain assets or other strategic transactions, potentially subject to Bankruptcy Court approval. If sales decline, the Company’s cost control initiatives may include reductions in discretionary spend and reductions in investments in capital and permanent displays.

Overview

Overview of the Business

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

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

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

Business Strategy

Strategic Review

MacAndrews & Forbes and the Company continue to explore strategic transactions involving the Company and third parties. This review is ongoing and remains focused on exploring potential options for the Company's portfolio and regional brands (the “Strategic Review”).

COVID-19 Impact on the Company’s Business

While the Company continues to execute its business strategy, the ~~ongoing and prolonged~~ COVID-19 pandemic has periodically adversely impacted net sales in all major commercial regions around the globe that are important to the Company's business, particularly during 2020. However, with the roll out of COVID-19 ~~has~~vaccinations ~~contributed~~in tothe ~~significant~~United States in 2021 and ~~extended~~the ~~quarantines,~~gradual ~~stay~~easing of COVID-~~at-home~~19 ~~orders~~restrictions ~~and~~in ~~other~~2021, ~~social~~the ~~distancing~~Company ~~measures;~~saw ~~global~~a ~~supply~~gradual ~~chain~~rebound ~~disruptions,~~in ~~including~~consumer ~~manufacturing~~spending and ~~transportation~~consumption ~~delays,~~in ~~due~~2021. toWith ~~closures,~~the ~~employee~~accelerated ~~absences,~~loosening ~~port~~of ~~congestion~~COVID-19 restrictions in 2022, ~~labor~~the ~~and~~Company ~~container~~saw ~~shortages,~~a ~~and~~more ~~shipment~~robust ~~delays,~~rebound ~~increased~~in ~~transportation~~consumer ~~costs,~~spending. ~~tight~~Despite ~~labor~~robust ~~markets~~customer ~~and~~demand ~~inflationary~~in ~~pressures~~2022, ~~closures~~the Company experienced challenges meeting customer demand due to global supply chain disruptions and ~~bankruptcies~~the difficulty of ~~retailers,~~obtaining ~~beauty~~raw ~~salons,~~materials ~~spas,~~necessary ~~offices~~for ~~and~~the manufacturing ~~facilities;~~of ~~increased~~its ~~levels~~products. ofCOVID-19 ~~unemployment;~~outbreaks ~~travel~~around the world from time to time have led to global supply chain disruptions, including manufacturing, shipment and transportation ~~restrictions~~delays ~~leading~~(due to ~~declines~~lockdowns inand ~~consumer~~other ~~traffic~~restrictive inmeasures, ~~key~~such ~~shopping~~as China's Zero Covid Policy), closures, employee absences, port congestion, labor and ~~tourist~~container ~~areas~~shortages, ~~around~~increased ~~the~~transportation ~~globe~~costs, tight labor markets and inflationary pressures; and import and export restrictions. As the Company currently expects that the COVID-19 pandemic ~~will~~may periodically continue to impact its business going forward, the Company will continue to closely monitor the associated impacts and take appropriate actions in an effort to mitigate the COVID-19 pandemic’s negative effects on the Company’s operations and financial results.

For additional information regarding the Company's business, see "Part 1, Item 1 - Business" in the Company's ~~2021~~2022 Form 10-K.

Overview of Net Sales and Earnings Results

Consolidated net sales in the year ended December 31, ~~2021~~2022 were $21,~~078~~980.74 million, a $~~174~~98.43 million ~~increase~~decrease, or 94.27%, compared to $12,~~904~~078.37 million in the year ended December 31, ~~2020~~2021. Excluding the $4485.78 million ~~favorable~~unfavorable FX impact, consolidated net sales ~~increased~~decreased by $~~129~~12.75 million, or 60.86%, during the year ended December 31, ~~2021~~2022. The XFX net sales ~~increase~~decrease of $~~129~~12.75 million in the year ended December 31, ~~2021~~2022 was due to: a $4945.0 million, or 1011.63%, ~~increase~~decrease in ~~Elizabeth~~Fragrances ~~Arden~~ segment net sales; aand $4330.48 million, or 127.43%, ~~increase~~decrease in ~~Fragrances~~Portfolio segment net sales;, partially offset by a $2557.68 million, or 3.7.9%, increase in Revlon segment net sales; and a $115.75 million, or 21.90%, increase in ~~Portfolio~~Elizabeth Arden segment net sales.

39Consolidated loss from continuing operations, net of taxes, in the year ended December 31, 2022 was $673.9 million, compared to consolidated loss from continuing operations, net of taxes, of $206.9 million in the year ended December 31, 2021. The $467.0 million increase in consolidated loss from continuing operations, net of taxes, in the year ended December 31, 2022, compared to year ended December 31, 2021, was primarily due to:

•$416.0 million increase in reorganization items, net related to the Company's voluntary Chapter 11 filing on June 15, 2022. The costs are primarily related to legal and professional fees, the write-off of original issue discount and deferred long-term debt fees on debt subject to compromise, adjustments to estimated allowed claim amounts, financing cost incurred relating to the DIP Term Loan Facility and the bankruptcy related employee compensation programs during the year ended December 31, 2022 compared to nil during the December 31, 2021;

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

~~Consolidated loss from continuing operations, net of taxes, in the year ended December 31, 2021 was~~ •$~~206~~84.9 million, ~~compared~~of tolower ~~consolidated~~gross ~~loss from continuing operations~~profit, ~~net~~primarily ofdue ~~taxes,~~to oflower ~~$619.0~~net ~~million~~sales inand ~~the~~unfavorable ~~year~~foreign ~~ended~~currency ~~December 31~~impacts, ~~2020.~~partially ~~The~~offset ~~$412.1~~by ~~million~~favorable ~~decrease~~inventory inpricing ~~consolidated~~adjustments ~~loss~~during ~~from continuing operations, net of taxes, in the~~ year ended December 31, ~~2021~~2022, as compared to the year ended December 31, ~~2020, was primarily due to:~~ 2021;

•a $~~185~~5.82 million ofincrease ~~higher~~in ~~gross~~interest ~~profit,~~expense ~~primarily due to the higher net sales~~ in the year ended December 31, ~~2021~~2022, compared to the prior year period, primarily asdriven aby ~~result~~interest ofexpense ~~the~~from ~~effects~~DIP offacilities ~~the~~partially ~~COVID-19~~offset onby ~~net~~contractual ~~sales~~interest ~~during~~stayed ~~the~~on ~~prior~~certain ~~year~~pre-petition ~~period~~debt reclassified to LSTC;

•a $~~152~~24.63 million ~~decrease~~increase in ~~the provision~~non-cash impairment charges for finite-lived and indefinite-lived intangibles of $18.7 ~~income~~million ~~taxes~~and in$5.6 million, respectively, recorded for the year ended December 31, ~~2021~~2022, compared to ~~the~~no ~~prior~~impairment charges for the year ~~period~~ended December 31, ~~primarily~~2021. ~~due~~The ~~to:~~impairment ~~the~~indicators ~~establishment~~comprised primarily of a ~~valuation~~deterioration ~~allowance~~in ongeneral ~~net~~macroeconomic ~~federal~~conditions, ~~deferred~~such ~~tax~~as ~~assets~~the global supply chain disruptions and inflation, potential increases to costs of raw materials and adverse developments in ~~the~~equity ~~prior~~and ~~year~~credit markets;

•a $~~144~~14.15 million ~~decrease~~of inunfavorable ~~impairment~~variance ~~charges~~in ~~attributable~~foreign tocurrency, ~~the~~resulting ~~non-cash~~from ~~impairment charges of~~ $~~111~~25.~~0 million and of $33.~~1 million ~~recorded~~in onforeign ~~the~~currency ~~Company's~~losses ~~goodwill~~during ~~and on certain of~~ the ~~Company's~~year ~~indefinite-lived~~ended ~~intangible assets~~December 31, ~~respectively~~2022, ~~following~~compared ~~the~~to ~~Company's~~$10.6 ~~interim~~million ~~impairment~~in ~~assessments~~foreign currency losses during the year ended December 31, ~~2020~~2021, ~~all~~primarily driven by the net unfavorable impact of ~~which~~foreign ~~are~~currency ~~primarily~~fluctuations ~~attributable~~on tocertain ~~the~~U.S. ~~effects~~Dollar ofdenominated ~~COVID-19~~intercompany payables, ~~compared~~particularly, tothe ~~having~~strengthening noof ~~impairment~~the ~~charges~~U.S. ~~for~~Dollar against the ~~year~~British ~~ended~~Pound ~~December 31,~~and ~~2021~~Australian Dollar;

•a $2325.65 million ~~decrease~~increase in ~~restructuring~~the provision ~~charges,~~for income ~~primarily~~taxes ~~related to lower expenditures under RGGA~~ in the year ended December 31, ~~2021~~2022, compared to the ~~expenditures~~prior ~~incurred~~year period, primarily ~~under~~due to the ~~Revlon~~geographical ~~2020~~mix ~~Restructuring~~of ~~program~~earnings, ~~(subsequently~~net ~~renamed~~change ~~RGGA)~~of invaluation ~~the~~allowance ~~year~~on ~~ended~~its ~~December 31,~~net ~~2020~~deferred tax assets for certain jurisdictions;

•a $61.92 million net ~~decrease~~increase in other miscellaneous expenses, net, in the year ended December 31, ~~2021~~2022, compared to the prior year period, primarily due to ~~financing~~ fees ~~expensed~~ in ~~2020 in~~ connection with ~~the~~prepetition ~~2020~~refinancing ~~BrandCo Refinancing Transactions~~transactions; and

•a $21.71 million ~~decrease~~of inlower ~~acquisition,~~gain ~~integration~~on ~~and~~divested ~~divestiture~~assets ~~costs~~primarily inrelated ~~the year ended December 31, 2021, compared~~ to the ~~prior~~sale ~~year period, primarily driven by the amortization~~ of ~~the~~certain ~~cash-based~~assets ~~awards~~in ~~under Tier 1 and Tier 2 of~~ the ~~Revlon~~year ~~2019~~ended ~~TIP (see Note 12~~December 31, ~~"Stock Compensation Plan~~2021," toconsisting of the Company's ~~Consolidated~~Gatineau ~~Financial Statements in this Form 10-K for additional details on the 2019 TIP)~~brand; ~~and~~

•$0.6 million of higher gain on divested assets primarily related to the sale of certain assets in the year ended December 31, 2021, consisting of the Company's Gatineau brand;

with the foregoing partially offset by:

•$2766.30 million of ~~higher~~lower SG&A expenses in the year ended December 31, ~~2021~~2022, compared to the prior year period, primarily driven by ~~the~~lower ~~increased~~brand ~~level~~support ~~of activity compared to the prior year~~expenses, asfavorable ~~the~~foreign ~~Company~~currency ~~shows~~impacts ~~signs~~and oflower ~~rebound~~permanent ~~from~~displays ~~the~~costs, ~~negative~~partially ~~effects~~offset ofby ~~the~~higher ~~ongoing~~general ~~COVID-19~~and ~~pandemic~~administrative expenses;

•a $4319.16 million decrease in ~~gain~~restructuring oncharges, ~~the~~primarily ~~early~~related ~~extinguishment~~to oflower ~~debt~~expenditures ~~from~~under ~~the~~RGGA ~~repurchase and cancellation of approximately $157.2 million~~ in ~~aggregate principal face amount of Products Corporation's 5.75% Senior Notes during~~ the year ended December 31, ~~2020~~2022, compared to ~~having no gain during~~ the year ended December 31, 2021;

•a $1618.67 million decrease in amortization of ~~unfavorable~~debt ~~variance~~issuance costs in ~~foreign~~the ~~currency~~year ended December 31, ~~resulting~~2022, ~~from~~compared ~~$10.6~~to ~~million~~the inprior ~~foreign~~year ~~currency~~period, ~~losses~~primarily ~~during~~due to the ~~year~~write ~~ended~~off ~~December~~of ~~31,~~debt ~~2021,~~issuance ~~compared~~costs on debt subject to ~~$6.0~~compromise ~~million~~to inreorganization ~~foreign~~items, ~~currency~~net ~~gains~~subsequent ~~during~~to the ~~year~~Chapter ~~ended~~11 ~~December 31~~filing, ~~2020~~in accordance with ASC 852; and

•a $121.84 million ~~increase~~decrease in ~~amortization~~acquisition, ofintegration ~~debt~~and ~~issuance~~divestiture costs in the year ended December 31, ~~2021~~2022, compared to the prior year period, primarily ~~due~~driven toby higher amortization of the ~~additional~~cash-based ~~debt~~awards ~~issuance~~under ~~costs~~the ~~recorded~~Revlon ~~and~~2019 ~~amortized~~TIP in ~~connection~~the ~~with~~prior year period (see Note 12, "Stock Compensation Plan," to the ~~2021~~Company's ~~and~~Consolidated ~~2020~~Financial ~~Refinancing~~Statements ~~Transactions;~~in ~~and~~this Form 10-K for additional details on the 2019 TIP).

•aOperating $4.4 million increase in interest expense in the year ended December 31, 2021, compared to the prior year period, primarily due to higher weighted average interest rates driven primarily by the 2020 BrandCo Term Loan Facility.Segments

40The Company operates in four reporting segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances:

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

~~Operating~~retail ~~Segments~~channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce business under brands such as Elizabeth Arden Ceramide, Prevage, Eight Hour, SUPERSTART, Visible Difference and Skin Illuminating in the Elizabeth Arden skin care brands; and Elizabeth Arden White Tea, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue and Elizabeth Arden Green Tea in Elizabeth Arden fragrances.

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

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

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

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Results of Operations — Revlon, Inc.

Consolidated Net Sales:

Segment Results:

The Company's management evaluates segment profit for each of the Company's reportable segments. The Company allocates corporate expenses to each reportable segment to arrive at segment profit, as these expenses are included in the internal measure of segment operating performance. The Company defines segment profit as income from continuing operations before interest, taxes, depreciation, amortization, stock-based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses and reorganization items, net. Segment profit also excludes the impact of certain items that are not directly attributable to the segments' underlying operating performance. The Company does not have any material inter-segment sales. For a reconciliation of segment profit to loss from continuing operations before income taxes, see Note 16, "Segment Data and Related Information," to the Company's Audited Consolidated Financial Statements in this Form 10-K.

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

	Net Sales												Segment Profit
	Year Ended December 31,				Change				XFX Change (a)				Year Ended December 31,				Change				XFX Change (a)
	2021		2020		$		%		$		%		2021		2020		$		%		$		%
	2022		2021		$		%		$		%		2022		2021		$		%		$		%
Revlon	$	~~727~~752.96	$	~~688~~727.49	$	3924.57	53.74	%	$	2557.68	3.7.9	%	$	8689.80	$	86.58	$	02.32	02.35	%	$	(27.9)4	(38.4)5	%
Elizabeth Arden	~~532~~509.37		~~463~~532.53		68(22.86)		14(4.82)	%	495.05		101.60	%	6261.87		3962.68		23(1.21)		58(1.68)	%	194.18		487.26	%
Portfolio	~~419~~373.14		~~401~~419.31		17(45.87)		4(10.49)	%	11(30.78)		2(7.93)	%	7150.04		4771.40		23(20.6)		49(29.80)	%	22(18.37)		47(26.03)	%
Fragrances	~~399~~344.47		~~351~~399.14		48(54.37)		(13.87)	%	43(45.40)		12(11.43)	%	7259.32		6672.63		5(13.71)		8(18.61)	%	4(11.94)		7(15.48)	%
Total	$	21,~~078~~980.74	$	12,~~904~~078.37	$	~~174~~(98.43)	9(4.27)	%	$	~~129~~(12.75)	6(0.86)	%	$	~~292~~260.93	$	~~240~~292.19	$	52(32.86)	22(11.01)	%	$	43(17.49)	18(6.1)	%

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

Revlon Segment

Despite supply chain challenges, Revlon segment net sales in the year ended December 31, ~~2021~~2022 were $~~727~~752.96 million, a $3924.57 million, or 53.74%, increase, compared to $~~688~~727.49 million in the year ended December 31, ~~2020~~2021. Excluding the $1333.91 million ~~favorable~~unfavorable FX impact, total Revlon segment net sales in the year ended December 31, ~~2021~~2022 increased by $2557.68 million, or 3.7.9%, compared to the year ended December 31, ~~2020~~2021. The Revlon segment's XFX increase in net sales of $2557.68 million in the year ended December 31, ~~2021~~2022 was driven primarily by higher net sales of Revlon~~-branded~~ ~~professional hair care products in International regions, and higher net sales of Revlon~~ color cosmetics, ~~primarily~~ in both North America. ~~This~~and ~~increase~~the ~~was~~International ~~due~~regions, ~~primarily~~and, to ~~retail~~a ~~channels~~lesser ~~continuing~~extent, tohigher ~~show~~net ~~signs~~sales of ~~improvement from the effects of the ongoing COVID~~Revlon-19branded ~~pandemic,~~professional ashair ~~well~~care asproducts ~~salons' increased activity~~ in ~~connection~~International ~~with~~regions ~~progressive~~ and~~/or~~ ~~temporary~~higher ~~lifting~~net sales of ~~restrictions~~Revlon ~~related~~ColorSilk toboth ~~the ongoing COVID-19 pandemic, partially offset by decreased net sales~~ in North America ~~of Revlon ColorSilk~~ and ~~Revlon-branded~~International ~~hair-care products~~regions.

Revlon segment profit in the year ended December 31, ~~2021~~2022 was $8689.80 million, a $02.32 million, or 02.35%, increase, compared to $86.58 million in the year ended December 31, ~~2020~~2021. Excluding the $35.23 million ~~favorable~~unfavorable FX impact, Revlon segment profit in the year ended December 31, ~~2021~~2022 ~~decreased~~increased by $27.94 million, or 38.45%, compared to the year ended December 31, ~~2020~~2021. This ~~decrease~~increase was driven primarily by the Revlon segment's higher ~~brand~~net ~~support~~sales and ~~other~~lower ~~SG&A~~brand support expenses, partially offset by higher ~~net~~other ~~sales~~SG&A expenses and ~~slightly~~lower ~~higher~~ gross profit margin.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Elizabeth Arden Segment

Elizabeth Arden segment net sales in the year ended December 31, ~~2021~~2022 were $~~532~~509.37 million, a $6822.86 million, or 144.82%, ~~increase~~decrease, compared to $~~463~~532.53 million in the year ended December 31, ~~2020~~2021. Excluding the $1928.81 million ~~favorable~~unfavorable FX impact, Elizabeth Arden segment net sales in the year ended December 31, ~~2021~~2022 increased by $495.05 million, or 101.60%, compared to the year ended December 31, ~~2020~~2021. The Elizabeth Arden segment XFX increase in net sales of $495.05 million in the year ended December 31, ~~2021~~2022 was driven primarily by higher net sales of Green Tea fragrances, primarily in International regions, and Ceramide skin care products, both in International regions and in North America, and, to a lower extent, higher net sales of White Tea fragrances, as well as other Elizabeth Arden-branded fragrances and skin care products, ~~primarily~~ in the International regions. This increase was due, primarily, to ~~growth~~the increase in ~~e-commerce~~travel ~~net~~retail sales, asin ~~well~~International asregions, anparticularly ~~increase~~ in ~~the~~EMEA ~~travel~~and ~~retail business~~Asia, ~~while~~partially ~~there~~offset ~~are~~by ~~also signs of improvements from~~ the ~~effects~~supply ofchain ~~the~~disruptions ~~ongoing~~and COVID-19 ~~pandemic~~impact onin ~~foot traffic at department stores and other retail outlets, and it was partially offset by lower net sales of Prevage~~Asia.

Elizabeth Arden segment profit in the year ended December 31, ~~2021~~2022 was $6261.87 million, a $231.21 million, or 581.68%, ~~increase~~decrease, compared to $3962.68 million in the year ended December 31, ~~2020~~2021. Excluding the $45.19 million ~~favorable~~unfavorable FX impact, Elizabeth Arden segment profit in the year ended December 31, ~~2021~~2022 increased by $194.18 million, or 487.26%, compared to the year ended December 31, ~~2020~~2021. This increase was driven primarily by the Elizabeth Arden segment's higher net sales and ~~higher~~lower ~~gross~~brand ~~profit~~support ~~margin~~expenses, partially offset by ~~higher~~lower ~~brand~~gross ~~support~~profit ~~and other SG&A expenses to support the increase in sales activity~~margin.

Portfolio Segment

Portfolio segment net sales in the year ended December 31, ~~2021~~2022 were $~~419~~373.14 million, a $1745.87 million, or 410.49%, ~~increase~~decrease, compared to $~~401~~419.31 million in the year ended December 31, ~~2020~~2021. Excluding the $614.19 million ~~favorable~~unfavorable FX impact, total Portfolio segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $1130.78 million, or 27.93%, compared to the year ended December 31, ~~2020~~2021. The Portfolio segment XFX ~~increase~~decrease in net sales of $1130.78 million in the year ended December 31, ~~2021~~2022 was driven primarily by ~~higher~~lower net sales of Creme of Nature products, CND nail products and American Crew men's grooming products in North America, ~~and~~partially ~~also~~offset by higher net sales ~~in North America~~ of ~~CND~~Cutex nail care products both in North American and ~~Almay~~the ~~color~~International ~~cosmetics~~regions, ~~partially~~and, ~~offset~~to bya ~~lower~~lesser extent, higher net sales of ~~previously~~Mitchum ~~sold~~anti-perspirant ~~brands~~deodorants and Creme of ~~certain~~Nature ~~local and regional skin care~~ products ~~brands, primarily~~ in the International regions. The ~~increase~~decrease was primarily indue ~~connection with retail channels continuing~~ to ~~show signs of improvement from~~ the ~~effects~~supply ofchain ~~the ongoing COVID-19 pandemic~~disruptions.

Portfolio segment profit in the year ended December 31, ~~2021~~2022 was $7150.04 million, a $2320.6 million, or 4929.80%, ~~increase~~decrease compared to $4771.40 million in the year ended December 31, ~~2020~~2021. Excluding the $1.39 million ~~favorable~~unfavorable FX impact, Portfolio segment profit in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $2218.37 million, or 4726.03%, compared to the year ended December 31, ~~2020~~2021. This ~~increase~~decrease was driven primarily by the Portfolio segment's ~~higher~~lower net sales and ~~higher~~ gross profit margin, ~~as well as lower SG&A, achieved primarily through RGGA,~~ partially offset by ~~higher~~lower brand support ~~expenses~~and toother ~~support~~SG&A ~~the increase in sales activity~~expenses.

Fragrances Segment

Fragrances segment net sales in the year ended December 31, ~~2021~~2022 were $~~399~~344.47 million, a $4854.37 million, or 13.87%, ~~increase~~decrease, compared to $~~351~~399.14 million in the year ended December 31, ~~2020~~2021. Excluding the $4.9.7 million ~~favorable~~unfavorable FX impact, total Fragrances segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $4345.40 million, or 1211.43%, compared to the year ended December 31, ~~2020~~2021. The Fragrances segment XFX ~~increase~~decrease in net sales of $4345.40 million in the year ended December 31, ~~2021~~2022 was driven primarily by ~~higher~~lower net sales of ~~Juicy~~other ~~Couture,~~distributed ~~John Varvatos~~fragrances, ~~Britney Spears~~ and ~~Curve fragrances~~, ~~partially~~to ~~offset~~a bylesser extent, lower net sales of ~~other~~licensed ~~distributed~~and other fragrances, ~~primarily~~ in North America, primarily due to asupply ~~recovery~~chain ~~from~~disruptions. ~~the~~This ~~ongoing~~decrease ~~COVID-19~~was ~~pandemic,~~partially asoffset ~~retailers~~by ~~are~~higher ~~restocking~~net ~~their~~sales ~~inventory~~of ~~levels~~licensed fragrances in the International regions.

Fragrances segment profit in the year ended December 31, ~~2021~~2022 was $7259.32 million, a $513.71 million, or 818.61%, ~~increase~~decrease, compared to $6672.63 million in the year ended December 31, ~~2020~~2021. Excluding the $01.87 million ~~favorable~~unfavorable FX impact, Fragrances segment profit in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $411.94 million, or 715.48%, compared to the year ended December 31, ~~2020~~2021. This ~~increase~~decrease was driven primarily by the Fragrances segment's ~~higher~~lower net sales, as described above, ~~partially offset by the segment's higher brand support~~ and ~~other~~lower ~~SG&A~~gross ~~expenses~~profit ~~primarily~~margin ~~due~~partially tooffset ~~the~~by ~~increase~~lower inbrand ~~sales~~support ~~activity~~expenses.

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Geographic Results:

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

	Year Ended December 31,				Change				XFX Change (a)
	2021		2020		$		%		$		%
	2022		2021		$		%		$		%
Revlon
North America	$	~~389~~413.41	$	~~381~~389.04	$	823.47	26.21	%	$	624.19	1.6.4	%
International	~~338~~339.5		~~307~~338.45		~~31.~~1.0		100.13	%	1932.59		69.37	%
Elizabeth Arden
North America	$	~~109~~97.8	$	~~104~~109.48	$	5(12.40)	5(10.29)	%	$	3(11.40)	3(10.30)	%
International	~~422~~411.59		~~359~~422.15		63(10.46)		17(2.75)	%	4516.65		123.79	%
Portfolio
North America	$	~~274~~237.01	$	~~247~~274.90	$	26(36.19)	10(13.5)	%	$	25(36.06)	10(13.14)	%
International	~~145~~136.13		~~153~~145.41		(8.38)		(56.41)	%	~~(13~~5.3)8		(84.7)0	%
Fragrances
North America	$	~~282~~225.96	$	~~253~~282.49	$	29(57.53)	11(20.63)	%	$	29(56.08)	11(20.41)	%
International	~~116~~119.51		97116.75		182.86		192.2	%	1411.48		1410.71	%
Total Net Sales	$	21,~~078~~980.74	$	12,~~904~~078.37	$	~~174~~(98.43)	9(4.27)	%	$	~~129~~(12.75)	6(0.86)	%

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

Revlon Segment

North America

In North America, Revlon segment net sales in the year ended December 31, ~~2021~~2022 increased by $823.47 million, or 26.21%, to $~~389~~413.41 million, compared to $~~381~~389.04 million in the year ended December 31, ~~2020~~2021. Excluding the $21.32 million ~~favorable~~unfavorable FX impact, Revlon segment net sales in North America in the year ended December 31, ~~2021~~2022 increased by $624.19 million, or 1.6.4%, compared to the year ended December 31, ~~2020~~2021. The Revlon segment's $624.19 million XFX increase in North America net sales in the year ended December 31, ~~2021~~2022 was primarily due to the Revlon segment's higher net sales of Revlon color cosmetics, ~~which~~and, ~~year-~~to~~-date~~ ~~positive~~a ~~performance~~lesser ~~was~~extent, ~~driven~~higher bynet ~~the increase in~~ sales ~~experienced~~of ~~during~~Revlon ~~the year ended December 31~~ColorSilk, ~~2021, as disclosed elsewhere above,~~ partially offset by lower net sales of Revlon ~~ColorSilk hair color products and Revlon~~-branded ~~hair-care~~beauty ~~products~~tools.

International

Internationally, Revlon segment net sales in the year ended December 31, ~~2021~~2022 increased by $~~31.~~1.0 million, or 100.13%, to $~~338~~339.5 million, compared to $~~307~~338.45 million in the year ended December 31, ~~2020~~2021. Excluding the $1131.69 million ~~favorable~~unfavorable FX impact, Revlon segment International net sales in the year ended December 31, ~~2021~~2022 increased by $1932.59 million, or 69.37%, compared to the year ended December 31, ~~2020~~2021. The Revlon segment's $1932.59 million XFX increase in International net sales in the year ended December 31, ~~2021~~2022 was driven primarily by the Revlon segment's higher net sales of Revlon-branded professional hair- care products ~~and of Revlon ColorSilk hair color products~~, primarily in the EMEA region., ~~This~~higher ~~increase was partially offset primarily by lower~~ net sales of Revlon color cosmetics, ~~attributable~~primarily toin ~~the~~Latin ~~negative~~America, ~~year-~~and to~~-date~~ ~~effects~~a oflesser ~~the~~extent, ~~COVID-19~~higher ~~pandemic~~net onsales ~~this~~of ~~item~~the Revlon ColorSilk in ~~this~~Latin ~~region~~America.

Elizabeth Arden Segment

North America

In North America, Elizabeth Arden segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $512.40 million, or 510.29%, to $~~109~~97.8 million, compared to $~~104~~109.48 million in the year ended December 31, ~~2020~~2021. Excluding the $21.0 million ~~favorable~~unfavorable FX impact, Elizabeth Arden segment net sales in North America in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $311.40 million, or 310.30%, compared to the year ended December 31, ~~2020~~2021. The Elizabeth Arden segment's $311.40 million XFX decrease in North America net sales in the year ended December 31, 2022 was driven primarily by the Elizabeth Arden

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COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

~~increase in North America net sales in the year ended December 31, 2021 was driven primarily by the Elizabeth Arden~~ segment's ~~higher~~lower net sales of ~~Ceramide skin care products, as well as certain other~~ Elizabeth Arden-branded ~~fragrances.~~skin ~~This~~care ~~increase~~products ~~was due~~and, ~~primarily,~~ to ~~signs~~a oflesser ~~improvements from the effects of the ongoing COVID-19 pandemic on foot traffic at department stores and other retail outlets~~extent, ~~and it was partially offset by~~ lower net sales of ~~Prevage.~~Elizabeth Arden-branded fragrances

International

Internationally, Elizabeth Arden segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $6310.46 million, or 172.75%, to $~~422~~411.59 million, compared to $~~359~~422.15 million in the year ended December 31, ~~2020~~2021. Excluding the $1727.81 million ~~favorable~~unfavorable FX impact, Elizabeth Arden segment International net sales in the year ended December 31, ~~2021~~2022 increased by $4516.65 million, or 123.79%, compared to the year ended December 31, ~~2020~~2021. The Elizabeth Arden segment's $4516.65 million XFX increase in International net sales in the year ended December 31, ~~2021~~2022 was driven primarily by higher net sales of ~~Green~~Elizabeth ~~Tea~~Arden-branded ~~fragrance~~fragrances, ~~Ceramide~~primarily ~~skin~~in ~~care~~the ~~products~~EMEA ~~and White Tea fragrances~~region, ~~as well as~~and, to a lesser extent, ~~other~~higher net sales of Elizabeth Arden-branded ~~fragrances and~~ skin care products. This increase was due, primarily, to growth in e-commerce net sales, as well as an increase in the travel retail business, while there are also signs of improvements from the effects of the ongoing COVID-19 pandemic on foot traffic at department stores and other retail outlets, and it was partially offset by lower net sales of Prevage.

Portfolio Segment

North America

In North America, Portfolio segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $2636.19 million, or 1013.5%, to $~~274~~237.01 million, as compared to $~~247~~274.90 million in the year ended December 31, ~~2020~~2021. Excluding the $10.13 million ~~favorable~~unfavorable FX impact, Portfolio segment net sales in North America in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $2536.06 million, or 1013.14%, compared to the year ended December 31, ~~2020~~2021. The Portfolio segment's $2536.06 million XFX ~~increase~~decrease in North America net sales in the year ended December 31, ~~2021~~2022 was driven primarily by the Portfolio segment's ~~higher~~lower net sales of ~~American~~Creme ~~Crew~~of ~~men's~~Nature ~~grooming~~ products, ~~CND nail products~~ and ~~Almay color cosmetics~~, ~~primarily in connection with retail channels continuing~~ to ~~show~~a ~~signs~~lesser ofextent, ~~improvement from the effects of the ongoing COVID-19 pandemic. This increase was partially offset by~~ lower net sales of ~~certain~~CND ~~local~~nail ~~and regional skin care~~ products ~~brands and~~, ~~to a lower extent, of~~ Mitchum anti-perspirant deodorants and American Crew men's grooming products.

International

Internationally, Portfolio segment net sales in the year ended December 31, ~~2021~~2022 decreased by $8.38 million, or 56.41%, to $~~145~~136.13 million, compared to $~~153~~145.41 million in the year ended December 31, ~~2020~~2021. Excluding the $514.06 million ~~favorable~~unfavorable FX impact, Portfolio segment International net sales ~~decreased~~increased by $135.38 million, or 84.70%, in the year ended December 31, ~~2021~~2022, compared to the year ended December 31, ~~2020~~2021. The Portfolio segment's $135.38 million XFX ~~decrease~~increase in International net sales in the year ended December 31, ~~2021~~2022 was driven primarily by the Portfolio segment's ~~lower~~higher net sales of ~~previously~~Mitchum ~~sold~~anti-perspirant ~~brands~~deodorants and, ofto ~~certain~~a ~~local~~lesser ~~and~~extent, ~~regional skin care products brands. This decrease was partially offset primarily by~~ higher net sales of ~~Mitchum~~Cutex ~~anti-perspirant~~nail ~~deodorants~~care ~~and~~products, ~~American~~CND ~~Crew~~nail ~~men's grooming~~ products, ~~primarily~~and inCreme ~~connection~~of ~~with~~Nature ~~retail~~products. ~~channels~~This ~~starting~~increase towas ~~show~~partially ~~signs~~offset ofby ~~improvement~~lower ~~from~~net ~~the~~sales ~~effects~~ of ~~the~~certain ~~ongoing~~local ~~COVID-19~~and ~~pandemic.~~regional brands.

Fragrances Segment

North America

In North America, Fragrances segment net sales in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by $2957.53 million, or 1120.63%, to $~~282~~225.96 million, as compared to $~~253~~282.49 million in the year ended December 31, ~~2020~~2021. Excluding the $0.5 million ~~favorable~~unfavorable FX impact, Fragrances segment net sales in North America ~~increased~~decreased by $2956.08 million, or 1120.41%, in the year ended December 31, ~~2021~~2022, compared to the year ended December 31, ~~2020~~2021. The Fragrances segment's $2956.08 million XFX ~~increase~~decrease in North America net sales in the year ended December 31, ~~2021~~2022 was driven ~~primarily~~ by ~~higher~~lower net sales of ~~Juicy~~other ~~Couture,~~distributed ~~John Varvatos and Britney Spears~~ fragrances, as ~~well~~the asCompany ~~other~~has ~~certain~~been ~~licensed~~exiting ~~fragrance~~the ~~brands~~distributed fragrances business, ~~partially~~and, ~~offset~~to bya lesser extent, lower net sales of ~~other~~licensed ~~distributed~~ fragrances. ~~This increase is~~ primarily due to ~~a recovery from~~ the ~~ongoing~~supply ~~COVID-19~~chain ~~pandemic, as retailers are restocking their inventory levels~~disruptions.

45International

Internationally, Fragrances segment net sales in the year ended December 31, 2022 increased by $2.6 million, or 2.2%, to $119.1 million, compared to $116.5 million in the year ended December 31, 2021. Excluding the $9.2 million unfavorable FX impact, Fragrances segment International net sales increased by $11.8 million, or 10.1%, in the year ended December 31, 2022, compared to the year ended December 31, 2021. The Fragrances segment's $11.8 million XFX increase in International net sales in the year ended December 31, 2022 was driven primarily by higher net sales of licensed fragrances, primarily in the EMEA region and Asia, partially offset by lower net sales of Revlon-branded fragrances.

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

International

Internationally, Fragrances segment net sales in the year ended December 31, 2021 increased by $18.8 million, or 19.2%, to $116.5 million, compared to $97.7 million in the year ended December 31, 2020. Excluding the $4.4 million favorable FX impact, Fragrances segment International net sales increased by $14.4 million, or 14.7%, in the year ended December 31, 2021, compared to the year ended December 31, 2020. The Fragrances segment's $14.4 million XFX increase in International net sales in the year ended December 31, 2021 was driven primarily by higher net sales of Juicy Couture, Britney Spears and John Varvatos fragrances, as well as, to a lower extent, of other certain licensed fragrance brands, primarily due to a recovery from the ongoing COVID-19 pandemic, as retailers are restocking their inventory levels.

Gross profit:

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

	Year Ended December 31,
		2021			2020			Change
		2022			2021			Change
Gross profit		$	1,~~229~~144.67		$	1,~~043~~229.86		$	~~185~~(84.89)
Percentage of net sales		5957.28		%	5459.82		%	4(1.4)		%

Gross profit ~~increased~~decreased by $~~185~~84.89 million in the year ended December 31, ~~2021~~2022, as compared to the year ended of ~~2020~~2021. Gross profit as a percentage of net sales (i.e., gross margin) in the year ended December 31, ~~2021~~2022 ~~increased~~decreased by 41.4 percentage points, as compared to the year ended December 31, ~~2020~~2021. The ~~increase~~decrease in gross margin in the year ended December 31, ~~2021~~2022, as compared to the year ended December 31, ~~2020~~2021, was impacted primarily by ~~favorable foreign currency impacts,~~ lower ~~manufacturing~~net ~~costs attributable to the effects of the ongoing COVID-19 pandemic compared to the prior year period, lower~~ sales ~~returns~~ and ~~favorable~~unfavorable ~~product~~foreign ~~mix~~currency impacts, partially offset by ~~lower~~ favorable inventory ~~adjustment~~pricing ~~in the year ended December 31, 2021~~adjustments.

SG&A expenses:

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

	Year Ended December 31,
		2021		2020		Change
		2022		2021		Change
SG&A expenses		$	1,~~099~~033.1	$	1,~~071~~099.81	$	27(66.30)

SG&A expenses ~~increased~~decreased by $2766.30 million in the year ended December 31, ~~2021~~2022, compared to the year ended December 31, ~~2020~~2021, driven primarily by:

•~~higher~~lower brand support expenses of approximately $5141.3 million, ~~resulting~~as ~~from~~investment ~~the~~was ~~resumption~~prioritized ~~of activities~~ to ~~sustain~~key ~~the higher level of net sales across all segments, compared to the year ended December 31, 2021, when brand support expense had been reduced in response to the early periods of the COVID-19 pandemic~~brands;

•~~unfavorable~~favorable FX impact of approximately $2137.2 million; and

•~~higher~~lower ~~distribution~~product ~~expenses~~display costs of approximately $9.7 million~~, driven primarily by the increase in net sales~~

with the foregoing partially offset by:

•~~lower~~higher general and administrative expenses of approximately $4221.6 million, primarily driven by ~~cost~~higher ~~reductions~~professional ~~achieved~~and ~~through~~legal ~~the~~fees ~~Company's~~in ~~initiatives~~preparation ~~designed to mitigate the adverse impact~~ of the ~~ongoing~~Chapter ~~and~~11 ~~prolonged COVID-19 pandemic on the Company's operations~~filing, ashigher ~~well~~litigation asfees ~~the~~and ~~Revlon~~higher ~~2020~~bonus ~~Restructuring Program~~accruals.

46Acquisition, integration and divestiture costs:

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


	Year Ended December 31,
		2022		2021		Change


Divestiture Costs		0.9		2.3		(1.4)
Total acquisition, integration and divestiture costs		$	0.9	$	2.3	$	(1.4)

Acquisition, integration and divestiture costs decreased $1.4 million in the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the higher amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP (the "2019 TIP") in the prior year period. (See Note 12, "Stock Compensation Plan," to the Company's Consolidated Financial Statements in this Form 10-K for additional details).

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REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Acquisition, integration and divestiture costs:

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

	Year Ended December 31,
		2021		2020		Change
Divestiture Costs		2.3		5.0		(2.7)
Total acquisition, integration and divestiture costs		$	2.3	$	5.0	$	(2.7)

The Company incurred $2.3 million of divestiture costs in the year ended December 31, 2021 primarily relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP (the "2019 TIP"). (See Note 12, "Stock Compensation Plan," to the Company's Consolidated Financial Statements in this Form 10-K for additional details).

The Company incurred $5.0 million of divestiture costs in the year ended December 31, 2020 including approximately $4.2 million relating to the amortization of the cash-based awards under Tier 1 and Tier 2 of the Revlon 2019 TIP and $0.7 million in professional fees incurred in connection with the exploration of strategic transactions involving Revlon and third parties.

Restructuring charges and other, net:

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

	Year Ended December 31,
		2021		2020		Change
		2022		2021		Change
Restructuring charges and other, net		$	266.15	$	4926.71	$	(2319.6)

Restructuring charges and other, net, decreased $2319.6 million during the year ended December 31, ~~2021~~2022, compared to the year ended December 31, ~~2020~~2021, primarily due to lower expenditures under RGGA during the year ended December 31, ~~2021~~2022 as compared to the expenditures incurred ~~primarily under the Revlon 2020 Restructuring Program~~ during the year ended December 31, ~~2020~~2021.

Revlon Global Growth Accelerator Program

On May 10, 2021, the Company announced that it is expanding the existing Revlon 2020 Restructuring Program through 2023. The Company renamed the revised program the Revlon Global Growth Accelerator (“RGGA”). RGGA includes a reinvestment strategy to strengthen our brands and drive long-term profitable margin and revenue growth through realized incremental productivity initiatives and enhanced capabilities.

The major initiatives underlying the RGGA program include:

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

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

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

Under RGGA, the Company expects to deliver an updated range of annualized cost reductions of approximately $275 million to $325 million from 2020 through the end of 2023. Approximately 50% of these annualized cost reductions were realized from the headcount reductions that occurred in 2020. The remaining cost reductions will be realized through reductions in SG&A expenses and cost of goods sold. The Company achieved $57 million of cost reductions during the year ended December 31, 2021, bringing the total cost reductions realized since the inception of the program to approximately $184 million, with the balance to be realized during 2022 and 2023.

In connection with implementing RGGA, the Company expects to recognize an updated cost range of approximately $185 million and $205 million of total pre-tax restructuring and related charges, consisting of employee-related costs, such as

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

severance, pension and other termination costs, as well as related third party expenses. The Company also expects to incur approximately $15 million of additional capital expenditures. Under the RGGA program, the Company incurred pre-tax restructuring and related charges of approximately $33.1 million during 2021, $101.9 million cumulative to date, and expects to incur the remainder during 2022 and 2023. The Company expects that substantially all of these restructuring and related charges will be paid in cash, with $95.3 million of the total cumulative charges paid as of December 31, 2021, with the remainder to be paid during 2022 and 2023.

In connection with RGGA, during the year ended December 31, 2021, the Company recorded $33.1 million of total pre-tax restructuring and related charges consisting primarily of (i) $26.1 million of employee severance, other personnel benefits and other costs; and (ii) $7.0 million of lease and other restructuring-related charges that were recorded within SG&A and cost of sales. Since its inception and through December 31, 2021, the Company recorded $101.9 million of total pre-tax restructuring and related charges consisting primarily of (i) $76.6 million of employee severance, other personnel benefits and other costs; and (ii) $25.3 million of lease and other restructuring-related charges that were recorded within SG&A and cost of sales.

Since its inception in March 2020 and through December 31, 2021, approximately 960 positions have been eliminated worldwide under RGGA.

On March 2, 2022, the Company announced that it is extending and expanding its existing Revlon Global Growth Accelerator (“RGGA”) program through 2024. The extension and expansion will allow the Company to continue to focus on identifying and implementing new opportunities programmatically. The extension and expansion will provide an additional year to implement larger projects and help make up for supply chain headwinds and the extended COVID restrictions throughout the globe.

The major initiatives underlying the RGGA Program will remain and include:

•Strategic Growth: Boost organic sales growth behind our strategic pillars – brands, markets, and channels -- to deliver mid-single digit Compound Average Annual Growth Rate through 2024.

•Operating Efficiencies: Drive additional operational efficiencies and cost savings for margin improvement and to fuel investments in growth.

•Build Capabilities: Build capabilities and embed the Revlon culture of one vision, one team.

Under this extension and expansion, the Company expects to deliver an ~~additional~~updated range of annualized cost reductions of approximately $50 325 million to $65 390 million from 2020 through the end of 2024. InApproximately ~~connection~~50% ~~with~~of ~~implementing~~these ~~the~~annualized ~~extension~~cost ~~and~~reductions ~~expansion,~~were realized from the ~~Company~~headcount ~~expects~~reductions tothat ~~recognize~~occurred anin ~~additional~~2020. The remaining cost ~~range~~reductions will be realized through reductions in SG&A expenses and cost of ~~approximately~~goods $8sold. ~~million~~The toCompany ~~$10~~achieved $67 million of cost reductions during the year ended December 31, 2022, bringing the total ~~pre-tax~~cost ~~restructuring~~reductions ~~and~~realized ~~related~~since ~~charges.~~the ~~The~~inception ~~Company~~of ~~also~~the ~~expects~~program to ~~incur~~ approximately $5 251 million, ofwith ~~additional~~the ~~capital~~balance ~~expenditures~~to be realized during 2023 and 2024.

~~For~~In ~~further~~connection ~~information~~with onimplementing RGGA, the ~~RGGA~~Company expects to recognize an updated cost range of approximately $193 million and $215 million of total pre-tax restructuring and related charges, ~~see~~consisting ~~Note~~of 2employee-related costs, ~~"Restructuring~~such ~~Charges~~as severance," topension ~~the~~and other termination costs, as well as related third party expenses. The Company's ~~Consolidated~~also ~~Financial~~expects ~~Statements~~to inincur ~~this~~approximately ~~Form~~$20 million ~~10-K~~of additional capital expenditures. ~~For~~Under ~~further~~the ~~information~~RGGA onprogram, the ~~extension~~Company incurred pre-tax restructuring and ~~expansion~~related charges of ~~the~~approximately ~~RGGA~~$10.2 million during 2022, ~~see~~$112.1 ~~Note~~million 21cumulative to date, ~~"Subsequent~~and ~~Events"~~expects to incur the remainder during 2023 and 2024. The Company's ~~Consolidated~~expects ~~Financial~~that ~~Statements~~substantially all of these restructuring and related charges will be paid in ~~this~~cash, ~~Form~~with ~~10-K~~$104.1 million of the total cumulative charges paid as of December 31, 2022, with the remainder to be paid during 2023 and 2024.

~~Impairment~~ In ~~Charges:~~connection with RGGA, during the year ended December 31, 2022, the Company recorded $10.2 million of total pre-tax restructuring and related charges consisting primarily of i) $7.0 million of employee severance, other personnel benefits, professional fees and other costs; and (ii) $3.2 million of lease and other restructuring-related charges that were recorded within SG&A and cost of sales. Since its inception and through December 31, 2022, the Company recorded $112.1 million of total pre-tax restructuring and related charges consisting primarily of i) $83.6 million of employee severance, other personnel benefits, professional fees and other costs; and (ii) $28.5 million of lease and other restructuring-related charges that were recorded within SG&A and cost of sales.

~~The~~Since ~~table~~its ~~below~~inception ~~shows~~in ~~the~~March ~~Company's~~2020 ~~impairment~~and ~~charges~~through ~~for~~December 31, ~~the~~2022, ~~periods~~approximately ~~presented:~~965 positions have been eliminated worldwide under RGGA.

	Year Ended December 31,
		2021		2020		Change
Impairment charges		$	—	$	144.1	$	(144.1)

For further information on the RGGA, see Note 2, "Restructuring Charges," to the Company's Consolidated Financial Statements in this Form 10-K. For further information on the extension and expansion of the RGGA, see Note 24, "Subsequent Events" to the Company's Consolidated Financial Statements in this Form 10-K.

During the year ended December 31, 2021, in connection with its annual impairment analysis, the Company determined no indicators of impairment existed and no impairment charges were recognized for the year ended December 31, 2021. During the year ended December 31, 2020, the Company recorded non-cash impairment charges of $111.0 million and $33.1 million on the Company's goodwill and on certain of the Company's indefinite-lived intangible assets, respectively, following the Company's interim impairment assessments during the first and second quarters of 2020, all of which are primarily attributable to the effects of COVID-19. 60

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

Impairment Charges:

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



	Year Ended December 31,
		2022		2021		Change
Impairment charges		$	24.3	$	—	$	24.3

During the year ended December 31, 2022, in connection with its interim impairment analysis, the Company recorded non-cash impairment charges for finite-lived and indefinite-lived intangibles of $18.7 million and $5.6 million, respectively, compared to no impairment charges for the year ended December 31, 2021. The impairment indicators comprised primarily of a deterioration in general macroeconomic conditions, such as the global supply chain disruptions and inflation, potential increases to costs of raw materials and adverse developments in equity and credit markets.

For further information on these non-cash impairment charges, see Note 6, “Goodwill and Intangible Assets, Net,” to the Company's Consolidated Financial Statements in this Form 10-K.

Interest expense:

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

	Year Ended December 31,
		2021		2020		Change
		2022		2021		Change
Interest expense		$	~~247~~252.79	$	~~243~~247.37	$	45.42

The $45.42 million increase in interest expense during the year ended December 31, ~~2021~~2022, as compared to the year ended December 31, ~~2020~~2021, was primarily ~~due~~driven toby ~~higher~~interest ~~weighted~~expense ~~average~~from ~~interest~~DIP ~~rates~~facilities ~~driven~~partially ~~primarily~~offset by ~~the~~contractual ~~2020~~interest ~~BrandCo~~stayed ~~Term~~on ~~Loan~~certain ~~Facility~~pre-petition debt reclassified to LSTC.

~~Gain~~Foreign oncurrency ~~early~~losses, ~~extinguishment of debt~~net:

	Year Ended December 31,
		2021		2020		Change
Gain on early extinguishment of debt		$	—	$	(43.1)	$	43.1

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

Gain on early extinguishment of debt for the year ended December 31, 2020 includes net debt extinguishment gains of $31.2 million recorded during the third quarter of 2020 and $11.9 million recorded during the second quarter of 2020 upon the repurchase and subsequent cancellation of approximately $157.2 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes occurring in the second and third quarters of 2020.


	Year Ended December 31,
		2022		2021		Change
Foreign currency losses, net		$	25.1	$	10.6	$	14.5

~~For~~The ~~information~~$14.5 onmillion ~~the~~increase ~~terms~~in ~~and~~foreign ~~conditions~~currency oflosses, ~~these~~net, ~~debt~~during ~~instruments,~~the ~~see~~year ~~Note~~ended 8December 31, ~~“Debt~~2022,” compared to the ~~Company's~~year ~~Consolidated~~ended ~~Financial~~December 31, ~~Statements~~2021, inwas ~~this~~primarily ~~Form~~driven ~~10-K.~~by ~~Also,~~the ~~please~~net ~~refer~~unfavorable toimpact ~~"Financial~~of ~~Condition,~~foreign ~~Liquidity~~currency ~~and~~fluctuations ~~Capital~~on ~~Resources~~certain -U.S. ~~Long-Term~~Dollar ~~Debt~~denominated ~~Instruments"~~intercompany inpayables, ~~Item~~particularly, 2the strengthening of ~~this~~the ~~Form~~U.S. ~~10-K~~Dollar ~~for~~against ~~further~~the ~~information~~British Pound and Australian Dollar, compared to the prior year's period .

Foreign currency losses (gains), net:

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

	Year Ended December 31,
		2021		2020		Change
Foreign currency losses (gains), net		$	10.6	$	(6.0)	$	16.6

The $16.6 million increase in foreign currency losses (gains), net, during the year ended December 31, 2021, compared to the year ended December 31, 2020, was primarily driven by the net unfavorable impact of foreign currency fluctuations on certain U.S. Dollar denominated intercompany payables compared to the prior year's period.

Provision for income taxes:

The table below shows the Company's provision for income taxes for the periods presented:

	Year Ended December 31,
		2021		2020		Change
		2022		2021		Change
Provision for income taxes		$	631.27	$	~~158~~6.82	$	~~(152~~25.6)5

4961

Table of Contents

REVLON, INC AND SUBSIDIARIES

COMBINED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

The Company recorded a provision for income taxes of $631.27 million for the year ended December 31, ~~2021~~2022, compared to a provision for income taxes of $~~158~~6.82 million for the year ended December 31, ~~2020~~2021. The $~~152~~25.65 million ~~decrease~~increase in the provision for income taxes for the year ended December 31, ~~2021~~2022, compared to same period in ~~2020~~2021, was primarily due to: the ~~establishment~~geographical mix of aearnings, net change of valuation allowance on its net ~~federal~~ deferred tax assets infor ~~the~~certain ~~prior year~~jurisdictions.

The Company's effective tax rate for the year ended December 31, 2022 was lower than the federal statutory rate of 21% primarily due to losses and certain deductions for which no tax benefit can be recognized. Effective in 2022, the Tax Cuts and Jobs Act (“TCJA”) requires all U.S. companies to capitalize, and subsequently amortize research and experimental (“R&E”) expenses that fall within the scope of Section 174. We have accounted for the effects of the R&E capitalization, based on interpretation of the law as currently enacted. In addition, when the taxpayer calculates the adjusted taxable income for purposes of Section 163(j) business interest limitation calculation, depreciation, amortization and depletion expense are no longer added back to calculate the adjusted taxable income for tax years starting January 1, 2022.

The Company's effective tax rate for the year ended December 31, 2021 was lower than the federal statutory rate of 21% primarily due to losses for which no tax benefit can be recognized. On March 11, 2021, President Biden signed into law the “American Rescue Plan Act of 2021” (the "ARPA") which expands the Employee Retention Credit and the roster of ‘covered employees’ under §162(m) deduction limits. The ARPA did not have a significant impact on the Company’s financial results.

~~The~~As ~~Company's~~of ~~effective~~December ~~tax~~31, ~~rate~~2022, ~~for~~ the ~~year~~Company ~~ended~~concluded ~~December 31~~that, ~~2020~~based ~~was~~on ~~lower~~its ~~than~~evaluation ~~the~~of ~~federal~~objectively ~~statutory~~verifiable ~~rate~~evidence, ofit ~~21%~~continues ~~primarily due~~ to ~~the~~be ~~increase~~more inlikely ~~the~~than ~~valuation~~not ~~allowance~~that ~~recorded~~its ~~on the~~ net federal deferred tax assets ~~and~~are not recoverable. In assessing the ~~impact~~realizability of ~~non-deductible~~deferred ~~impairment~~tax ~~charges~~assets, ~~which~~the ~~was~~key ~~partially~~assumptions ~~offset~~used byto ~~the~~determine ~~impact~~positive ofand negative evidence included the ~~"Coronavirus~~Company’s ~~Aid,~~cumulative ~~Relief~~taxable ~~and~~income ~~Economic~~or ~~Security~~loss ~~Act"~~for (the ~~"CARES~~past ~~Act")~~three years, ~~signed~~future ~~into~~reversals ~~law~~of onexisting ~~March~~taxable 27temporary differences, ~~2020~~the byimplementation ~~President~~of ~~Trump~~tax planning strategies, ~~which~~as ~~resulted~~well inas athe ~~partial~~Company's ~~release~~cost ofreduction ainitiatives ~~valuation~~and ~~allowance~~efficiency onefforts. Accordingly, the Company's ~~2019~~recorded ~~federal~~a ~~tax~~charge ~~attributes~~of ~~associated~~$110.3 ~~with~~million in the ~~limitation~~fourth onquarter ~~the~~of ~~deductibility~~2022 of($25.2 ~~interest~~million in 2021) as a valuation allowance against its net deferred tax assets.

As of December 31, 2021, the Company concluded that, based on its evaluation of objectively verifiable evidence, it continues to be more likely than not that its net federal deferred tax assets are not recoverable. In assessing the realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included the Company’s cumulative taxable income or loss for the past three years, future reversals of existing taxable temporary differences, the Company's cost reduction initiatives and efficiency efforts, as well as the ongoing and prolonged impact of the COVID-19 pandemic on the Company. Accordingly, the Company recorded a charge of $25.2 million in the fourth quarter of 2021 ($189.5 million in 2020) as a reserve against its net federal deferred tax assets.

For further information, see Note 13, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this Form 10-K.

Results of Operations — Products Corporation

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

	Year Ended December 31,
		2021		2020
		2022		2021
Net loss - Revlon, Inc.		$	(~~206~~673.9)	$	(~~619~~206.09)
Selling, general and administrative expenses		7.67		7.26
Miscellaneous, net		(1512.19)		—(15.1)
Provision for income taxes		~~3.0~~—		~~18.~~3.0
Net loss - Products Corporation		$	(~~211~~679.41)	$	(~~593~~211.54)

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

Financial Condition, Liquidity and Capital Resources

At December 31, ~~2021~~2022, the Company had a liquidity position of $~~171~~308.53 million, consisting of: (i) $~~102~~249.43 million of unrestricted cash and cash equivalents (with approximately $9794.26 million held outside the U.S.); (ii) $7260.4 million in available borrowing capacity under the ~~Amended~~DIP ~~2016~~ABL ~~Revolving Credit~~ Facility (which had $~~289~~41.68 million drawn at such date); and less (iii) approximately $31.34 million of outstanding checks. Under the Amended 2016 Revolving Credit Facility, as Products Corporation’s consolidated fixed charge coverage ratio ("FCCR") was greater than 1.0 to 1.0 as of December 31, 2021, all of the approximately $72.4 million of availability under the Amended 2016 Revolving Credit Facility was available as of such date.

Liquidity and Ability to Continue as a Going Concern

~~The~~In light of the Company's ~~continues~~Chapter 11 Cases, the Company's ability to ~~focus~~continue onas ~~cost~~a ~~reduction~~going ~~and~~concern ~~risk~~is ~~mitigation~~contingent ~~actions~~upon, toamong ~~address~~other ~~the~~things, ~~ongoing~~its ~~impact~~ability ~~from~~to, subject to the ~~COVID-19~~Bankruptcy ~~pandemic~~Court's approval as ~~well~~applicable, as(i) ~~other~~implement ~~risks~~the Plan in a timely manner and within the ~~business~~milestones ~~environment.~~that Ithave ~~expects~~been toestablished ~~generate~~under ~~additional~~the ~~liquidity~~DIP ~~through~~Facilities ~~continued~~and ~~cost~~the ~~control~~Restructuring ~~initiatives~~Support asAgreement, ~~well~~which ascurrently ~~funds~~contemplate ~~provided~~obtaining byconfirmation ~~selling~~of ~~certain~~the ~~assets~~Plan orand ~~other~~emerging ~~strategic~~from ~~transactions~~Chapter 11 in ~~connection~~April ~~with~~2023, ~~the~~and ~~Company's~~(ii) ~~ongoing~~generate ~~Strategic~~sufficient ~~Review.~~liquidity Ifduring ~~sales~~the ~~continue~~Chapter to11 ~~decline,~~Cases ~~the~~and ~~Company’s~~following ~~cost~~emergence ~~control~~from ~~initiatives~~Chapter ~~may~~11 ~~include~~to ~~reductions~~meet inour ~~discretionary~~contractual ~~spend~~obligations and ~~reductions~~operating inneeds. ~~investments~~As ina ~~capital~~result of risks and ~~permanent~~uncertainties ~~displays.~~related ~~Management~~to, ~~believes~~among ~~that~~other things, (i) the ~~debt~~Company's ~~transactions~~ability ~~completed~~to ~~during~~obtain requisite support for the ~~year~~Plan ~~ended~~from ~~December~~various 31stakeholders, ~~2021,~~and ~~along~~(ii) ~~with~~the ~~existing~~disruptive ~~cash~~effects ~~and~~of ~~cash~~the ~~equivalents~~Chapter ~~and~~11 ~~cost~~Cases ~~control~~on ~~initiatives~~our ~~provides~~business ~~the~~and ~~Company~~liquidity ~~with~~making ~~sufficient~~it ~~liquidity~~potentially more difficult to ~~meet~~maintain ~~its~~business, ~~obligations~~financing and ~~maintain~~operational ~~business~~relationships, ~~operations~~substantial ~~for~~doubt exists regarding our ability to continue as a going concern within one year after the ~~next~~date ~~twelve~~that ~~months~~the financial statements are issued.

~~However,~~The ~~there~~filing ~~can~~of bethe noChapter ~~assurance~~11 ~~that~~Cases ~~available~~constituted ~~funds~~an ~~will~~event beof ~~sufficient~~default tothat ~~meet~~accelerated ~~the~~substantially ~~Company’s~~all ~~cash~~of ~~requirements on a consolidated basis, as, among other things,~~ the Company’'s ~~liquidity~~obligations ~~can~~under benearly ~~impacted~~all ~~by a number~~ of ~~factors, including~~ its ~~level~~pre-petition ofdebt ~~sales,~~instruments. ~~costs~~As ~~and expenditures~~such, ~~as well as accounts receivable and inventory, which serve as~~ the ~~principal~~Company ~~variables~~reclassified ~~impacting~~all ~~the amount of liquidity available under the Amended 2016 Revolving Credit Facility and the 2021 Foreign Asset~~pre-~~Based~~petition ~~Term~~debt ~~Facility.~~obligations ~~For~~to ~~example,~~liabilities subject to ~~certain~~compromise ~~exceptions,~~on ~~revolving~~its ~~loans~~consolidated ~~under~~balance ~~the~~sheets ~~Amended~~as ~~2016~~of ~~Revolving~~December ~~Credit~~31, ~~Facility~~2022. ~~and~~For ~~term~~additional ~~loans~~discussion ~~under~~regarding the ~~2021~~impact ~~Foreign~~of ~~Asset-Based Term Facility must be prepaid to~~ the ~~extent~~Chapter ~~that~~11 ~~outstanding~~Cases ~~loans~~on ~~exceed~~ the ~~applicable~~Company's ~~borrowing~~debt ~~base~~obligations, ~~consisting~~see ofNote ~~certain~~8. ~~accounts receivable, inventory and real estate~~Debt.

Recent Debt Transactions

Second and Third Quarter of ~~2021~~2022 Financing Transactions

On May 7, 2021, Products Corporation entered into Amendment No. 8 to the Amended 2016 Revolving Credit Agreement (“Amendment No. 8”). Amendment No. 8, among other things, made certain amendments pursuant to which: (i) the maturity date applicable to the “Tranche A” revolving loans and SISO Term Loan Facility (as defined further below in this section within "Amendment No. 7 to the Amended 2016 Revolving Credit Agreement: Tranche A Debtor- Revolving Credit Facility and SISO Term Loan Facility") was extended from June 8, 2023 to May 7, 2024, subject to a springing maturity to the earlier of: (x) 91 days prior to the maturity of the 2016 Term Loan Facility on September 7, 2023, to the extent such term loans are then outstanding, and (y) to the extent the Company’s first-in~~, last~~-~~out~~Possession term loans (the “2020 ABL FILO Term Loans”) are then outstanding, the earliest stated maturity of the 2020 ABL FILO Term Loans; (ii) the commitments under the “Tranche A” revolving facility were reduced from $300 million to $270 million and under the SISO Term Loan Facility were upsized from $100 million to $130 million, (iii) the financial covenant was changed from (A)(x) a minimum excess availability requirement of $20 million when the fixed charge coverage ratio is greater than 1.00x or (y) a minimum excess availability requirement of $30 million when the fixed charge coverage ratio is less than 1.00x to (B) a springing minimum fixed charge coverage ratio of 1.00x when excess availability is less than $27.5 million, (iv) certain advance rates in respect of the borrowing base under the credit agreement were increased, and (v) the perpetual cash dominion requirement was replaced with a springing cash dominion requirement triggered only when excess availability is less than $45 million. In addition, Amendment No. 8 increased the interest rate margin applicable to the “Tranche A” revolving loans to 3.75% from a range of 2.50-3.00% and decreased the LIBOR “floor” applicable thereto from 1.75% to 0.50%.Financing

On ~~May~~June 717, ~~2021~~2022, the ~~Company~~Bankruptcy ~~also~~Court approved the DIP Facilities on an interim basis pursuant to the Interim Order for the DIP Facilities and the closing of the following facilities occurred. On June 17, 2022, all or certain of the Debtors entered into (i) the DIP ABL Facility, evidenced by a ~~successor~~term ~~agent~~sheet, ~~appointment~~in ~~and~~the ~~agency~~maximum ~~transfer~~aggregate ~~agreement~~principal ~~pursuant~~amount toof ~~which~~$400 million, with certain financial institutions party thereto as lenders and MidCap Funding IV Trust, as administrative agent and collateral agent, (~~"MidCap"~~ii) ~~succeeded~~the ~~Citibank~~DIP Term Loan Facility, ~~N.A.~~in the aggregate principal amount of $575 million, with certain financial institutions party thereto as ~~the~~lenders ~~collateral~~and Jefferies Finance, LLC, as administrative agent and ~~administrative~~collateral agent, ~~for~~and (iii) the ~~Amended~~Intercompany ~~2016~~DIP ~~Revolving~~Facility with the BrandCos. On June 30, 2022, the Company and Products Corporation entered into that certain Super-Priority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement. (the “DIP ABL Credit Agreement”), by and among Products Corporation, ~~has~~as ~~paid~~the Borrower, the Company, as Holdings, the lenders party thereto and MidCap Funding IV Trust, as Administrative Agent and Collateral Agent, which evidences the DIP ABL Facility and establishes certain ~~customary~~additional ~~fees~~terms and conditions that govern the DIP ABL Facility. On August 2, 2022, the Bankruptcy Court approved the DIP Facilities on a final basis pursuant to ~~MidCap~~the Final Order for the DIP Facilities. Borrowings of $575 million ($375 million was drawn on June 17, 2022 and $200 million was drawn on August 3, 2022) under the ~~lenders~~DIP Term Loan Facility and borrowings under the DIP ABL Facility are being used to, among other things, (i) refinance certain obligations under the Amended 2016 Revolving Credit ~~Facility~~Agreement inand ~~connection~~the ~~with~~2021 ~~Amendment~~Foreign ~~No.~~Asset-Based 8Term Agreement and (ii) for general corporate purposes.

~~Amendment~~The ~~No.~~DIP 8ABL ~~included~~Facility, anamong ~~extinguishment~~other things, asprovides ~~defined~~for by(i) ~~ASC~~an ~~470,~~asset-based ~~Debt,~~revolving ~~with~~credit facility in the ~~prior~~maximum ~~lenders~~aggregate ~~under~~amount ~~the~~of ~~Company's~~$270 million (the “Tranche A ~~Revolving~~DIP ~~Credit~~ABL ~~facility~~Facility”), ~~and~~ the ~~substitution~~initial proceeds of ~~such~~which ~~lenders~~were ~~under~~used ~~the~~to ~~revolving~~refinance ~~credit~~the ~~facility~~Tranche ~~with~~A aRevolving ~~new~~Secured ~~lender,~~Obligations ~~MidCap,~~(as ~~with~~defined ~~which~~in the ~~Company~~Amended ~~had~~2016 noRevolving ~~prior~~Credit ~~loans~~Agreement), ~~outstanding.~~and In(ii) ~~connection~~an ~~with this transaction:~~ asset-

~~•Fees~~based term loan facility in the amount of $~~0.8~~ 130 million ~~paid~~(the to“SISO DIP ABL Facility”), the ~~old~~proceeds ~~lenders~~of ~~that~~which were ~~extinguished~~used ~~under~~to refinance the ~~Tranche~~SISO ASecured Obligations (as defined in the Amended 2016 Revolving Credit ~~facility~~Agreement). ~~were~~The ~~expensed~~remaining ~~within~~proceeds ~~SG&~~of the DIP ABL Facility will be used for general corporate purposes of the Debtors, including to pay expenses in connection with the Chapter 11 Cases, in accordance with the terms of the Final Order for the DIP Facilities. The borrowing base in respect of the Tranche A onDIP ABL Facility is consistent with the ~~Company's~~borrowing ~~Consolidated~~base ~~Statement~~under the Amended 2016 Revolving Credit Agreement (without giving effect to the accommodation provided for in Amendment No. 9 thereto and subject to an availability reserve to be determined by MidCap Funding Trust IV subject to the terms of ~~Operations~~the DIP ABL Facility and ~~Comprehensive~~a ~~Loss~~carve-out reserve for ~~the~~certain ~~year~~professional ~~ended~~fees) ~~December 31,~~and ~~2021;~~is subject to certain customary reserves.

~~•Deferred~~The ~~financing~~maturity ~~costs~~date ~~associated~~of ~~with~~the DIP ABL Facility is the ~~extinguished~~earliest of (i) June 17, ~~old~~2023 ~~lenders~~(the ~~prior~~“Scheduled Maturity Date”), with an option to extend to the earlier of 180 days after the Scheduled Maturity Date and the extended maturity date of the DIP Term Loan Facility following the exercise by Products Corporation of its option to extend the maturity date thereunder; (ii) the effective date of ~~Amendment~~any ~~No.~~Chapter 8,11 ~~amounting~~plan for the reorganization of any Debtor; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors pursuant to ~~approximately~~Bankruptcy ~~$4.~~Code Section 363; (iv) the date of the acceleration of the DIP ABL Facility and termination of the corresponding commitments; (v) the date the Bankruptcy Court orders the conversion of the Chapter 11 Cases of any of the Debtors to a Chapter 7 ~~million~~ liquidation, ~~were~~(vi) ~~expensed~~the ~~within~~rejection ~~"Amortization~~or termination of ~~debt~~the ~~issuance~~BrandCo ~~costs”~~License onAgreements (as defined in the ~~Company's~~DIP ~~Consolidated~~ABL ~~Statement~~Credit Agreement) and (vii) the dismissal of ~~Operations~~the Chapter 11 Cases of any Debtor without the consent of the holders of more than 50% of the loans and ~~Comprehensive~~commitments ~~Loss~~under ~~for~~the Tranche A DIP ABL Facility. The outstanding principal of the ~~year~~DIP ~~ended~~ABL ~~December 31,~~Facility ~~2021;~~is due and payable in full on the maturity date.

~~•Fees~~The DIP ABL Facility is secured by a perfected (i) first priority priming security interest and lien on substantially all assets of ~~approximately~~the ~~$2.1 million~~Debtors ~~paid~~(other tothan the ~~new~~BrandCos ~~lender~~and Beautyge I, an exempted company incorporated in the Cayman Islands (“Beautyge I”)) constituting ABL Facility First Priority Collateral (as defined in the DIP ABL Facility), (ii) junior priority priming security interest and ~~third~~lien ~~parties~~on substantially all assets of the Debtors (other than the BrandCos and Beautyge I) constituting Term Facility First Priority Collateral (as defined in the DIP ABL Facility), and (iii) security interests and liens on substantially all assets of the Debtors (other than the BrandCos and Beautyge I) that were ~~recorded~~not, on the Petition Date, subject to valid, unavoidable and perfected security interests and liens, pursuant to Bankruptcy Code Section 364(c)(2), with the following priority: if such collateral is of the same nature, scope and type as ~~deferred~~(a) ~~financing~~ABL ~~costs~~Facility First Priority Collateral, on a first priority basis, and ~~are~~(b) ~~amortized~~Term Facility First Priority Collateral, on a junior priority basis subject to the liens in ~~accordance~~favor ~~with~~of the ~~straight-line~~DIP ~~method~~Term ~~over~~Loan Facility, the ~~revised~~Intercompany ~~term~~DIP Facility and any adequate protection liens granted to certain of ~~Tranche~~Products ACorporation’s ~~through~~secured ~~May 7~~creditors (the collateral for the DIP ABL Facility, ~~2024~~the “Opco DIP Collateral”). The DIP ABL Facility is subject to certain customary and appropriate conditions for financings of similar type.

~~The~~Loans ~~above-mentioned~~under ~~Amendment~~the ~~No.~~Tranche 8A ~~also~~DIP ~~included~~ABL Facility bear interest at a rate equal to an ~~extinguishment~~adjusted base rate plus 2.50% per annum, and loans under the SISO DIP ABL Facility bear interest at a ~~modification~~rate equal to an adjusted base rate plus 4.75% per annum. In addition, the DIP ABL Facility requires payment of the following fees: (i) a ~~term~~closing ~~loan~~fee equal to 1.00% of the amount of the commitments in ~~connection~~respect ~~with~~of the ~~existing~~Tranche ~~SISO~~A ~~Term~~DIP ~~Loan~~ABL Facility., ~~More~~which ~~specifically~~was payable upon the closing of the DIP ABL Facility on June 17, 2022; (ii) a collateral management fee equal to 1.00% per annum of the average daily amount of outstanding loans under the Tranche A DIP ABL Facility; (iii) a commitment fee equal to 0.50% per annum of the average daily amount of unused commitments under the Tranche A DIP ABL Facility; and (iv) an exit fee equal to 0.50% of the principal amount of the commitments in ~~accordance~~respect ~~with~~of ~~ASC~~the ~~470~~Tranche A DIP ABL Facility plus the aggregate principal amount of the SISO DIP ABL Facility, ~~Debt:~~payable upon the termination of the DIP ABL Facility.

~~•Extinguishment~~The ~~accounting~~DIP ~~was~~ABL ~~applied~~Facility is subject to ~~one~~customary ~~existing~~affirmative ~~prior~~and ~~lender,~~negative ~~which~~covenants isand noevents ~~longer~~of ~~involved~~default ~~with~~for ~~the~~post-petition ~~SISO~~financing ~~Term~~of ~~Loan~~this ~~Facility~~type, ~~after~~including, ~~Amendment~~without ~~No.~~limitation, 8.customary In“milestones” ~~connection~~for ~~with~~progress ~~such~~in ~~extinguishment~~the Chapter 11 Cases (including, ~~deferred~~without ~~financing~~limitation, ~~costs~~the filing of ~~approximately~~a ~~$1.4 million~~disclosure ~~were~~statement ~~expensed~~to ~~within~~solicit ~~"Amortization~~votes on a plan of ~~debt~~reorganization ~~issuance~~and ~~costs”~~the onentry of an order by the ~~Company's~~Bankruptcy ~~Consolidated~~Court ~~Statement~~confirming such plan of ~~Operations~~reorganization), ~~and~~a ~~Comprehensive~~covenant ~~Loss~~requiring ~~for~~Products Corporation to repay loans in the ~~year ended~~event ~~December~~that 31Products Corporation and its subsidiaries hold cash and cash equivalents in excess of a specified amount and a covenant requiring that actual receipts, ~~2021;~~disbursements and net cash flow do not deviate from the amounts set forth in the applicable budget of the Debtors by more than certain specified amounts.

~~•Modification~~The ~~accounting~~DIP ~~was~~Term ~~applied~~Loan toFacility, ~~those~~among ~~exiting~~other ~~lenders~~things, provides for ~~which~~a ~~the~~term ~~cash~~loan ~~flow~~facility ~~effect~~in ~~between~~ the ~~amount~~maximum ~~owed~~aggregate toamount ~~them~~of ~~before~~$1,025 ~~and~~million, ~~after~~$575 ~~the~~million ~~consummation~~ of ~~Amendment~~which ~~No.~~is 8,committed onand a ~~present~~portion ~~value~~of ~~basis, was less than 10% and, thus,~~ the ~~debt~~proceeds ~~instruments~~of which were ~~not~~used ~~considered~~ to berefinance ~~substantially~~obligations ~~different.~~under Inthe ~~connection~~2021 ~~with~~Foreign ~~such~~Asset-Based ~~modification,~~Term ~~fees of approximately $0~~Agreement.~~9 million~~ The ~~paid~~remainder toof the ~~lenders~~proceeds ~~were~~will ~~recorded~~be asused ~~deferred~~for ~~financing~~general ~~costs~~corporate ~~and~~purposes ~~are amortized within "Amortization~~ of ~~debt~~the ~~issuance~~Debtors, ~~costs”~~including ~~(together~~to ~~with~~pay ~~previously~~expenses ~~exiting~~in ~~deferred~~connection ~~financing costs associated~~ with ~~these~~the ~~lenders of approximately $4.0 million)~~Cases, in accordance with the ~~new~~terms ~~effective interest rate computed over the revised term~~ of the ~~SISO~~Final ~~Term~~Order ~~Loan Facility. Additionally, approximately $0.4 million of fees paid to third parties were expensed within SG&A on the Company's Consolidated Statement of Operations and Comprehensive Loss~~ for the ~~year~~DIP ~~ended December 31, 2021~~Facilities.

~~First~~The ~~Quarter~~maturity date of ~~2021~~the ~~Financing~~DIP ~~Transactions~~Term Loan Facility is the earliest of (i) June 17, 2023, with an option to extend by up to 180 days at the option of Products Corporation; (ii) the effective date of any Chapter 11 plan for the reorganization of any Debtor;

~~Tranche~~(iii) Athe -consummation ~~Revolving~~of ~~Credit~~any ~~Facility~~sale or other disposition of all or substantially all of the assets of the Debtors pursuant to Bankruptcy Code Section 363; and ~~SISO~~(iv) the date of acceleration or termination of the DIP Term Loan Facility in accordance with the definitive documents governing the DIP Term Loan Facility. The outstanding principal of the DIP Term Loan Facility is due and payable in full on the maturity date.

OnThe ~~March~~DIP 8,Term ~~2021,~~Loan ~~Products~~Facility ~~Corporation~~is ~~entered~~secured ~~into~~by ~~Amendment~~a ~~No.~~perfected 7(i) tofirst priority priming security interest and lien on the ~~Amended~~Term ~~2016~~Facility ~~Revolving~~First ~~Credit~~Priority ~~Agreement~~Collateral, (~~“Amendment~~ii) ~~No.~~junior ~~7”).~~priority ~~Amendment~~priming ~~No.~~security 7,interest ~~among~~and ~~other~~lien ~~things,~~on ~~made~~the ~~certain~~ABL ~~amendments~~Facility ~~pursuant~~First toPriority ~~which~~Collateral, (iiii) a first priority priming security interest and lien on substantially all the ~~maturity~~assets ~~date~~of ~~applicable~~the toBrandCos and Beautyge I, and (iv) security interests and liens on substantially all assets of the ~~“Tranche~~Debtors A”that ~~revolving~~were ~~loans~~not, ~~under~~on the ~~Amended~~Petition ~~2016~~Date, ~~Revolving~~subject ~~Credit~~to ~~Agreement~~valid, ~~was~~unavoidable ~~extended~~and ~~from~~perfected ~~September~~security 7interests and liens, ~~2021~~pursuant to ~~June~~Bankruptcy 8,Code ~~2023,~~Section 364(iic)(2), with the ~~commitments~~following ~~under~~priority: ~~the~~if ~~“Tranche~~such A”collateral ~~revolving~~is ~~facility~~of ~~were~~the ~~reduced~~same ~~from~~nature, ~~$400 million~~scope toand ~~$300 million~~type ~~and~~as (~~iii~~a) aTerm ~~new~~Facility ~~$100 million~~First ~~senior~~Priority ~~secured~~Collateral, ~~second-in~~on a first priority basis, ~~second-out~~and ~~term~~(b) ~~loan~~ABL ~~facility~~Facility ~~maturing~~First ~~June~~Priority 8Collateral, ~~2023~~on ~~(the~~a ~~“SISO~~junior ~~Term~~priority ~~Loan~~priming ~~Facility”)~~basis ~~was~~subject ~~established~~to ~~and~~the ~~Products~~liens ~~Corporation~~in ~~borrowed~~favor ~~$100 million~~ of ~~term~~the ~~loans~~DIP ~~thereunder.~~ABL ~~Except~~Facility asand toany ~~pricing,~~adequate ~~maturity,~~protection ~~enforcement~~liens ~~priority~~granted ~~and~~to certain ~~voting~~of ~~rights,~~Products ~~the~~Corporation’s ~~terms~~secured ofcreditors. In addition, the ~~SISO~~DIP Term Loan Facility ~~were~~is ~~substantially~~guaranteed ~~consistent~~by ~~with~~ the ~~first-in~~obligors under, ~~last-out~~and ~~“Tranche~~secured B”by ~~term~~substantially ~~loan~~the ~~facility~~same ~~under~~assets that secured, the ~~Amended~~2021 ~~2016~~Foreign ~~Revolving~~Asset-Based ~~Credit~~Term ~~Agreement,~~Facility. ~~including~~The asDIP toTerm ~~guarantees~~Loan Facility includes certain customary and ~~collateral~~appropriate conditions for financings of similar type.

~~Term~~Loans ~~loans~~ under the ~~SISO~~DIP Term Loan Facility ~~accrue~~bear interest at ~~the~~a ~~LIBOR~~ rate, ~~subject~~equal to, aat ~~floor~~the option of 1Products Corporation, the secured overnight financing rate plus 7.75%, ~~plus~~per aannum ~~margin~~or ofan 5adjusted base rate plus 6.75% per annum. In addition, ~~Amendment~~the ~~No.~~DIP 7Term ~~increased~~Loan Facility provides for the ~~interest~~following ~~rate~~discounts ~~margin~~and ~~applicable~~premiums: (i) an upfront discount equal to 1.00% of the ~~“Tranche~~amount A”of ~~revolving~~each ~~loans~~borrowing bythereunder, ~~0.50%~~payable toat athe ~~range~~time of ~~2.50%~~such borrowing; (ii) a backstop premium equal to 31.050% of the total commitments under the DIP Term Loan Facility, ~~depending~~which onwas ~~average~~payable ~~excess~~upon ~~revolving~~the ~~availability.~~closing ~~Products~~of ~~Corporation~~the ~~paid~~DIP ~~certain~~Term ~~customary~~Loan ~~fees~~Facility toon ~~Citibank~~June 17, N2022; (iii) a maturity extension premium equal to 0.A.50% of the amounts of the loans and commitments outstanding at the ~~lenders~~time ~~under~~of such extension, payable in the ~~Amended~~event ~~2016~~the ~~Revolving~~maturity ~~Credit~~date of the DIP Term Loan Facility inis ~~connection~~extended ~~with~~as ~~Amendment~~described Noabove; and (iv) a repayment premium equal to 1.00% 7of the principal amount of any loans under the DIP Term Loan Facility that are repaid, payable at the time of such repayment.

The ~~above-mentioned~~DIP ~~Amendment~~Term ~~No.~~Loan 7Facility ~~represented~~is ansubject ~~exchange~~to ofcustomary anaffirmative ~~existing~~and ~~revolving~~negative ~~credit~~covenants ~~agreement~~and ~~with~~events aof ~~new~~default ~~revolving~~for ~~credit~~post-petition ~~agreement~~financings ~~with~~of ~~the~~this ~~same lenders as defined by ASC 470~~type, ~~Debt~~including, ~~under~~without ~~the~~limitation, ~~revolving~~customary ~~credit~~“milestones” ~~facility.~~for ~~All~~progress ~~pre-existing~~in ~~unamortized~~the ~~deferred~~Chapter ~~financing~~11 ~~costs~~Cases ~~associated~~(including, ~~with~~without limitation, the ~~old~~filing ~~revolving credit agreement~~ of ~~approximately~~a ~~$0.8~~disclosure ~~million~~statement ~~were added~~ to ~~the~~solicit ~~newly~~votes ~~incurred~~on ~~deferred~~a ~~financing~~plan ~~costs~~ of ~~approximately~~reorganization ~~$4.2 million~~ and ~~their~~the ~~total~~entry of ~~approximately~~an ~~$5.1~~order ~~million~~by ~~will be amortized in accordance with~~ the ~~straight-line~~Bankruptcy ~~method~~Court ~~over~~confirming ~~the~~such ~~term~~plan of ~~Tranche A through June 8~~reorganization), ~~2023.~~a ~~Additionally,~~covenant ~~approximately~~to ~~$4.3~~maintain ~~million~~minimum ofliquidity ~~new~~and ~~deferred~~a ~~financing~~covenant ~~costs~~requiring ~~were~~that ~~incurred~~actual inreceipts, ~~connection~~disbursements ~~with~~and ~~the~~net ~~SISO~~cash ~~Term~~flow ~~Loan~~do ~~Facility~~not ~~with~~deviate from the ~~new~~amounts ~~lenders,~~set ~~which~~forth ~~are~~in ~~amortized~~the inapplicable ~~accordance~~budget ~~with~~of the ~~effective~~Debtors ~~interest~~by ~~method~~more ~~over~~than ~~the~~certain ~~term~~specified ~~of the facility~~amounts.

~~2021~~Pursuant ~~Foreign~~to ~~Asset-Based~~the Intercompany DIP Facility, term loans are automatically deemed to be provided by the BrandCos to Products Corporation in the amount of, and in satisfaction of the obligation of Products Corporation to pay, amounts payable from time to time by Products Corporation to the BrandCos under the BrandCo License Agreements. The loans under the Intercompany DIP Facility are secured by a fully perfected security interest and lien on all of the Opco DIP Collateral, immediately junior to the liens and security interests on the Opco DIP Collateral securing the DIP Term Loan Facility. The loans under the Intercompany DIP Facility (i) bear interest at a rate equal to an adjusted base rate plus 6.75%, which interest is payable in kind, and (ii) mature on the maturity date of the DIP Term Loan Facility.

OnThe ~~March~~foregoing 2,description ~~2021~~of (the ~~“2021~~DIP ~~ABTL~~Facilities ~~Closing~~does ~~Date”~~not purport to be complete and is qualified in its entirety by reference to (i) the Super-Priority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated as of June 30, 2022, by and among Revlon ~~Finance~~Consumer ~~LLC~~Products (Corporation, a debtor and debtor-in-possession under Chapter 11 of the ~~“ABTL~~Bankruptcy Code, as the Borrower”), Revlon, Inc., a ~~wholly~~debtor ~~owned~~and ~~indirect~~debtor-in-possession ~~subsidiary~~under Chapter 11 of ~~Products~~the ~~Corporation~~Bankruptcy Code, ~~certain~~as ~~foreign~~Holdings, ~~subsidiaries~~the lenders party thereto and MidCap Funding IV Trust, as Administrative Agent and Collateral Agent, (ii) the Superpriority Senior Secured Debtor-in-Possession Credit Agreement, dated as of June 17, 2022, by and among Revlon Consumer Products Corporation, ~~party~~a ~~thereto~~debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as ~~guarantors~~the Borrower, Revlon, Inc., a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Holdings, the lenders party thereto and ~~Blue~~Jefferies ~~Torch~~ Finance LLC, as ~~administrative~~Administrative ~~agent~~Agent and ~~collateral~~Collateral ~~agent~~Agent (the “~~ABTL~~DIP ~~Agent~~Term Loan Credit Agreement”), ~~entered~~and ~~into~~(iii) anthe ~~Asset~~Interim Order (i) authorizing the debtors to (a) obtain post-~~Based~~petition ~~Term~~financing ~~Loan~~and ~~Credit~~(b) ~~Agreement~~use cash collateral, (ii) granting liens and providing superpriority administrative expense status, (iii) granting adequate protection to the ~~“2021~~prepetition ~~Foreign~~secured ~~Asset~~parties, (iv) modifying the automatic stay, (v) scheduling a final hearing, and (vi) granting related relief (collectively clauses (iii)(i)-~~Based~~(vi), ~~Term~~the ~~Agreement~~“Interim Order for the DIP Facilities”), and (iv) the ~~term~~Final ~~loan~~Order ~~facility~~(i) ~~thereunder~~authorizing the debtors to (a) obtain post-petition financing and (b) use cash collateral, (ii) granting liens and providing superpriority administrative expenses status, (iii) granting adequate protection to the ~~“2021~~prepetition ~~Foreign~~secured ~~Asset~~parties, (iv) modifying the automatic stay, and (v) granting related relief (collectively clauses (iv)(i)-~~Based~~(vi), ~~Term~~the ~~Facility”~~"Final Order for the DIP Facilities").

~~Principal and Maturity:~~ The ~~2021~~Company ~~Foreign~~incurred Asset-Based Term Facility provides for a U.S. dollar-denominated senior secured asset-based term loan facility in an aggregate principal amount of $75 million, the full amount of which was funded on the closing of the facility. On the 2021 ABTL Closing Date, approximately $718.5 million of ~~the~~new ~~proceeds~~debt ofissuance ~~the~~costs ~~2021 Foreign Asset-Based Term Facility were deposited~~ in anconnection ~~escrow account by the ABTL Agent pending completion of certain post-closing perfection actions~~ with ~~respect to certain foreign real property of~~ the ~~guarantors~~DIP ~~constituting collateral securing the 2021 Foreign Asset-Based Term Facility. Such perfection actions were subsequently completed~~Facilities, ~~and the escrowed funds were released to the ABTL Borrower. The 2021 Foreign Asset-Based Term Facility has an uncommitted incremental facility pursuant to~~ which it may be increased from time to time by up to the amount of the borrowing base in effect at the time such incremental facility is incurred, subject to certain conditions and the agreement of the lenders providing such increase. The proceeds of the loans under the 2021 Foreign Asset-Based Term Facility were ~~used:~~expensed ~~(i)~~during ~~to repay in full~~ the ~~obligations under the 2018 Foreign Asset~~year-~~Based~~ended ~~Term~~December Facility (the “ABTL Refinancing”); (ii) to pay fees and expenses in connection with the 2021 Foreign Asset-Based Term Facility and the ABTL Refinancing; and (iii) for working capital and other general corporate purposes. The 2021 Foreign Asset-Based Term Facility matures on March 231, ~~2024~~2022, ~~subject~~ to a"Reorganization ~~springing maturity date of August 1~~items, ~~2023~~net" ~~if,~~ on ~~such~~the ~~date,~~Company's ~~any~~Consolidated ~~principal~~Statement ~~amount~~ of ~~loans~~Operations ~~under~~and ~~the~~Comprehensive ~~2016 Term Loan Agreement due September 7, 2023 remain outstanding~~Loss.

~~The~~First ~~2021~~Quarter ~~Foreign Asset-Based Term Agreement requires the maintenance~~ of a2022 ~~borrowing~~Financing ~~base~~Transactions supporting the borrowing thereunder, to be evidenced with the delivery of biweekly borrowing base certificates customary for facilities of this type, with more frequent reporting required upon the triggering of certain events. The borrowing base calculation under the 2021 Foreign Asset-Based Term Facility is based on the sum of: (i) 80% of eligible accounts receivable; (ii) 65% of the net orderly liquidation value of eligible finished goods inventory; and (iii) 45% of the mortgage value of eligible real property, in each case with respect to certain of Products Corporation’s subsidiaries organized in Australia, Bermuda, Germany, Italy, Spain and Switzerland (the “ABTL Borrowing Base Guarantors”). The borrowing bases in each jurisdiction are subject to certain customary availability reserves set by the ABTL Agent.

~~Guarantees~~Amendment and Security: The 2021 Foreign Asset-Based Term Facility is guaranteed by the Borrowing Base Guarantors, as well as by the direct parent entities of each ABTL Borrowing Base Guarantor (not including Revlon, IncNo. or9 ~~Products~~to ~~Corporation) on a limited recourse basis (~~the ~~“ABTL~~Amended ~~Parent~~2016 ~~Guarantors”)~~Revolving ~~and~~Credit byAgreement: ~~certain~~Tranche ~~subsidiaries~~A of- ~~Products~~Revolving ~~Corporation~~Credit ~~organized~~Facility ~~in Mexico (the “ABTL Other Guarantors”~~ and, ~~together with the ABTL Borrower and the ABTL Borrowing Base Guarantors~~Second-In, ~~the “ABTL Loan Parties”). The obligations of the ABTL Loan Parties and the ABTL Parent Guarantors under the 2021 Foreign Asset~~Second-~~Based~~Out ~~Term Facility are secured by first-ranking pledges of the equity of each ABTL Loan Party~~ (~~other than the Other Guarantors~~"SISO"), ~~the~~Term ~~inventory and accounts receivable of the ABTL Borrowing Base Guarantors, the material bank accounts of each~~ Loan ~~Party, the material intercompany indebtedness owing to any Loan Party (including any intercompany loans made with the proceeds of the 2021 Foreign Asset-Based Term~~ Facility) and certain other material assets of the ABTL Borrowing Base Guarantors, subject to customary exceptions and exclusions. The 2021 Foreign Asset-Based Term Facility includes a cash dominion feature customary for transactions of this type.

~~Interest~~On ~~and~~March ~~Fees:~~31, ~~Interest~~2022, isProducts ~~payable~~Corporation onentered ~~each~~into ~~interest~~Amendment ~~payment~~No. ~~date~~9 as(“Amendment ~~set~~No. ~~forth~~9') into the ~~2021 Foreign Asset~~asset-~~Based~~based ~~Term~~revolving ~~Agreement,~~credit ~~and in any event at least quarterly~~agreement, ~~and~~dated ~~accrues~~as onof ~~borrowings~~September ~~under the 2021 Foreign Asset-Based Term Facility at a rate per annum equal to the LIBOR rate~~7, ~~with a floor of 1.50%~~2016, ~~plus~~by anand ~~applicable~~among ~~margin~~Products ~~equal~~Corporation toand ~~8.50%. The ABTL Borrower is obligated to pay~~ certain ~~fees~~of ~~and~~its ~~expenses~~subsidiaries, inas ~~connection~~borrowers, ~~with~~ the ~~2021 Foreign Asset-Based Term Facility~~Company, ~~including a fee payable to Blue Torch Finance LLC for its services~~ as ~~Agent.~~holdings, ~~Loans under~~ the ~~2021~~lenders ~~Foreign~~party ~~Asset-Based~~thereto ~~Term~~and ~~Facility may be prepaid without premium or penalty~~Citibank, ~~subject to a prepayment premium equal to 3~~N.0%A., ofas ~~the~~administrative ~~aggregate~~agent ~~principal~~and ~~amount~~collateral ofagent ~~loans~~(as ~~prepaid or repaid during the first year after the 2021 ABTL Closing Date~~amended, ~~2.0% of~~ the ~~aggregate~~"Amended ~~principal~~2016 ~~amount~~Revolving ofCredit ~~loans~~Agreement" ~~prepaid~~and ~~or repaid during~~ the ~~second~~credit ~~year~~facility ~~after~~thereunder, the ~~2021~~"Amended ~~ABTL~~2016 ~~Closing~~Revolving ~~Date~~Credit ~~and 1~~Facility").0% ~~of the aggregate principal amount of loans prepaid or repaid thereafter.~~

~~Affirmative~~Amendment ~~and~~No. ~~Negative~~9, ~~Covenants:~~among ~~The~~other ~~2021~~things, ~~Foreign~~made ~~Asset-Based~~certain ~~Term~~changes to the calculation of the borrowing base. Amendment No. 9 had the effect of temporarily increasing the borrowing base under the Amended 2016 Revolving Credit Agreement ~~contains~~by ~~certain~~up ~~affirmative~~to ~~and~~$25 ~~negative~~million ~~covenants~~until ~~that~~the earlier of (i) September 29, ~~among~~2022 ~~other~~and ~~things~~(ii) the occurrence of an event of default or payment default (the “Amendment No. 9 Accommodation Period”). During the Amendment No. 9 Accommodation Period, ~~limit~~Amendment No. 9 also established a reserve against availability under the ~~ABTL~~Amended ~~Loan~~2016 ~~Parties’~~Revolving ~~ability~~Credit toAgreement in the amount of $10 million until June 29, ~~subject~~2022 and $15 million thereafter. Products Corporation was required to ~~various~~pay ~~exceptions~~customary ~~and~~fees in connection with Amendment No. 9.

~~qualifications:~~The ~~(i)~~Company ~~incur~~incurred ~~additional~~approximately ~~debt;~~$1.8 ~~(ii)~~million ~~incur liens; (iii) sell, transfer or dispose~~ of ~~assets;~~new ~~(iv) make investments; (v) make dividends and distributions on, or repurchases of, equity; (vi) make prepayments of contractually subordinated or junior lien~~ debt; ~~(vii)~~issuance ~~enter~~costs ~~into~~in ~~certain~~connection ~~transactions~~ with ~~their~~Amendment affiliates, including amending certain material intercompany agreements or trade terms; (viii) enter into sale-leaseback transactions; (ix) change their lines of business; (x) restrict dividends from their subsidiaries or restrict liens; (xi) change their fiscal year; and (xii) modify the terms of certain debtNo. ~~The~~9 ~~ABTL Parent Guarantors are subject~~ to ~~certain customary holding company covenants. The ability of~~ the ~~Loan~~2016 ~~Parties~~Revolving toCredit ~~make~~Agreement ~~certain intercompany asset sales, investments, restricted payments~~ and ~~prepayments~~SISO ofTerm ~~intercompany~~Loan ~~debt is contingent on certain "cash movement conditions" or "payment conditions" being met~~Facility, which ~~among~~were ~~other~~expensed ~~things,~~during ~~require a certain level of liquidity for~~ the ~~applicable~~second ~~Loan~~quarter ~~Party~~ to ~~effect~~"Reorganization ~~such~~items, ~~type~~net" ofon ~~transactions. The 2021 Foreign Asset-Based Term Agreement also contains a financial covenant requiring~~ the ~~ABTL~~Company's ~~Loan~~Consolidated ~~Parties~~Statement ~~to maintain a minimum average balance~~ of ~~cash~~Operations and ~~cash~~Comprehensive ~~equivalents of $3~~Loss.5 ~~million,~~The ~~tested~~temporary ~~monthly,~~increase ~~based~~in onadvance ~~the~~rates ~~last~~put 10in ~~business~~place ~~days~~by ofAmendment ~~each month, subject to certain cure rights~~No. ~~The~~9 ~~2021~~is ~~Foreign~~not ~~Asset-Based~~included ~~Term~~in ~~Agreement~~the ~~also~~DIP ~~contains~~ABL ~~certain customary representations, warranties and events of default~~Facility.

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

~~As a result of the ABTL Refinancing and the closing of the 2021~~ Foreign Asset-Based Term Facility without the participation of MacAndrews & Forbes as a lender, MacAndrews & Forbes’ commitment in respect of the New European ABL FILO Facility under the 2020 Restated Line of Credit Facility terminated on the ABTL Closing Date in accordance with its terms.Agreement

~~The~~On ~~proceeds~~March ~~from~~30, ~~the 2021 Foreign Asset-Based Term Facility were used to extinguish the entire amount outstanding under the 2018 Foreign Asset-Based Term Facility as of the closing date~~2022, ~~which~~Revlon ~~was~~Finance ~~due on July 9~~LLC, ~~2021.~~a InDelaware ~~connection~~limited ~~with~~liability ~~such~~company ~~extinguishment,~~and ~~approximately $1.0 million of pre~~wholly-~~existing~~owned ~~unamortized~~subsidiary ~~deferred financing costs were expensed within "Amortization~~ of ~~Debt~~Revlon ~~Issuance Costs" on~~ (the ~~Company’s~~“FABTL ~~Consolidated~~Borrower”), ~~Statement~~entered ofinto ~~Operations~~the ~~and~~First ~~Comprehensive~~Amendment ~~Loss for~~ (the ~~year~~“First ~~ended~~Amendment ~~December~~to ~~31,~~FABTL”) ~~2021.~~to ~~In accordance with~~ the ~~terms of the~~ 2021 Foreign Asset-Based Term Agreement~~, approximately $13~~.~~8 million of the proceeds from the transaction are held in escrow and are recorded within "Prepaid expenses and other assets" on the Company's Consolidated Balance Sheet as of December 31, 2021.~~

The ~~Company~~First ~~incurred~~Amendment ~~approximately~~to ~~$3.2 million~~FABTL, among other things, made certain changes to the calculation of ~~new~~the ~~debt~~borrowing ~~issuance~~base ~~costs~~that inhad ~~connection~~the ~~with~~effect of temporarily increasing the ~~closing~~borrowing base for one year after the effective date of the ~~2021~~First ~~Foreign~~Amendment ~~Asset-Based~~to ~~Term~~FABTL. ~~Facility,~~Initially ~~which~~the ~~are~~increase ~~amortized~~in ~~within~~the ~~"Amortization~~borrowing ofbase ~~debt~~was ~~issuance~~estimated ~~costs"~~to be approximately $7 million. The FABTL Borrower was required to pay customary fees in ~~accordance~~connection with the ~~effective~~First ~~interest~~Amendment ~~method~~to ~~over~~FABTL. A portion of the ~~term~~proceeds of the ~~facility~~DIP Term Loan Facility was used to refinance the 2021 Foreign Asset-Based Term Facility.

Changes in Cash Flows

As of December 31, ~~2021~~2022, the Company had cash, cash equivalents and restricted cash of $~~120~~253.91 million, compared with $~~102~~120.59 million at December 31, ~~2020~~2021. The following table summarizes the Company’s cash flows from operating, investing and financing activities for the periods presented:

	Year Ended December 31,
	2021		2020
	2022		2021
Net cash used in operating activities	$	(11243.05)	$	(9711.30)
Net cash used in investing activities	(1213.18)		(1012.31)
Net cash provided by financing activities	44392.23		~~102~~44.52
Effect of exchange rate changes on cash and cash equivalents	(2.78)		3(2.17)
Net increase (decrease) in cash, cash equivalents and restricted cash	18.4		(2.0)
Net increase in cash, cash equivalents and restricted cash	132.2		18.4
Cash, cash equivalents and restricted cash at beginning of period	~~102~~120.59		~~104~~102.5
Cash, cash equivalents and restricted cash at end of period	$	~~120~~253.91	$	~~102~~120.59

Operating Activities

Net cash used in operating activities was $11243.05 million and $9711.30 million for the year ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The ~~decrease~~increase in cash used in operating activities for the year ended December 31, ~~2021~~2022, compared to the year ended December 31, ~~2020~~2021, was primarily driven by a ~~lower~~higher net loss, ~~partially~~largely ~~offset~~driven by ~~the~~reorganization ~~upfront~~costs ~~cash~~associated ~~proceeds of $72.5 million obtained in connection~~ with the ~~Helen~~Company's ofbankruptcy ~~Troy License Agreement during 2020~~filing.

Investing Activities

Net cash used in investing activities was $1213.18 million for the year ended December 31, ~~2021~~2022, compared to $1012.31 million ~~of net cash provided by investing activities~~ for the year ended December 31, ~~2020~~2021. ~~The~~Investing ~~increase in cash used in investing~~ activities primarily ~~related~~relate to capital expenditures partially offset by proceeds on the sale of certain assets in 2021.

Financing Activities

Net cash provided by financing activities was $44392.23 million and $~~102~~44.52 million for the year ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

Net cash provided by financing activities for the year ended December 31, 2022 primarily included:

•$575.0 million of borrowings under the DIP Term Loan Facility;

with the foregoing partially offset by:

•$75.0 million repayments under the 2021 Foreign Asset-Based Term Facility;

•$67.2 million repayments under the Tranche A DIP ABL Facility;

•$20.5 million of payment of financing costs incurred in connection with the first and second quarters of 2022 refinancing transactions, comprised of: (i) approximately $18.5 million of payments of financing costs incurred in connection with the DIP Term Loan Facility; (ii) approximately $2.0 million of payments of financing costs incurred in connection with the first quarter of 2022 refinancing transactions;

•$6.6 million of pre-petition interest payments in connection with the troubled debt restructuring accounting treatment of the 5.75% Senior Notes Exchange Offer, which were deemed as return of principal to the participating lenders;

•$4.7 million of repayments under the 2020 BrandCo Facilities;

•$2.3 million repayments under the 2016 Term Loan Facility;

•$2.3 million of decreases in short-term borrowings and overdraft; and

•$0.6 million of net repayments under the Amended 2016 Revolving Credit Agreement.

Net cash provided by financing activities for the year ended December 31, 2021 primarily included:

•$230.0 million of borrowings under the SISO Term Loan Facility; and

•$75.0 million of borrowings under the 2021 Foreign Asset-Based Term Facility;

with the foregoing partially offset by:

•$100.0 million of net repayments under the SISO Term Loan Facility;

•$58.9 million used to fully repay the 2018 Foreign Asset-Based Term Facility;

•$29.3 million of net repayments under the Amended 2016 Revolving Credit Agreement;

•$17.9 million of payment of financing costs incurred in connection with the first and second quarters of 2021 refinancing transactions, comprised of: (i) approximately $5.6 million of payments of financing costs incurred in connection with the SISO Term Loan Facility; (ii) approximately $7.0 million of financing costs incurred in connection with the Tranche A revolving credit facility; and (iii) approximately $5.3 million of payments of financing costs incurred in connection with the 2021 Foreign Asset-Based Term Facility;

•$15.2 million of interest payments in connection with the troubled debt restructuring accounting treatment of the 2020 Exchange Offer, which were deemed as return of principal to the participating lenders;

•$13.9 million of repayments under the 2020 BrandCo Facility;

•$13.7 million of decreases in short-term borrowings and overdraft; and

•$9.2 million used to partially repay the 2016 Term Loan Facility.

Net cash provided by financing activities for the year ended December 31, 2020 primarily included:

•$880.0 million of borrowings under the 2020 BrandCo Term Loan Facility; and

•$4.3 million of increases in short-term borrowings and overdraft;

with the foregoing partially offset by:

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

•$281.4 million used to repurchase approximately $324.5 million in aggregate principal face amount of Products Corporation's 5.75% Senior Notes;

•$133.5 million used to partially repay the Amended 2016 Revolving Credit Agreement;

•$122.0 million used to pay financing costs incurred in connection with the 2020 BrandCo Refinancing Transactions and the 2020 Exchange Offer;

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

•$11.5 million used to partially repay the 2016 Term Loan Facility.

Long-Term Debt Instruments

For additional information on the terms and conditions of Products Corporation’s various pre-existing debt instruments and financing transactions, including, without limitation, the ~~5.75% Senior Notes Exchange Offer, the~~ 2020 BrandCo Facilities, 2016 Term Loan Facility, Amended 2016 Revolving Credit Facility, 2021 Foreign Asset-Based Term Facility, 2019 Term Loan Facility ~~(which was fully repaid as part of consummating the 2020 BrandCo Refinancing Transactions)~~, 2018 Foreign Asset-Based Term Facility (which was fully repaid and refinanced by the 2021 Foreign Asset-Based Term Facility), 2020 Restated Line of Credit Facility (which was terminated in accordance with its terms on December 31, 2020) and 6.25% Senior Notes, reference should be made Note 8,. "Debt," to the Company's Audited Consolidated Financial Statements in this ~~2021~~2022 Form 10-K.

Covenants

Products Corporation was in compliance with all applicable covenants under the ~~2020~~DIP ~~BrandCo~~ABL Credit Agreement, ~~2016~~and ~~Credit Agreements,~~ the ~~2021~~DIP ~~Foreign~~Term ~~Asset-Based~~Loan ~~Term~~Credit Agreement, ~~as well as with all applicable covenants under its 6.25% Senior Notes Indenture,~~ in each case as of December 31, ~~2021~~2022. At December 31, ~~2021~~2022, the aggregate principal amounts outstanding and availability under Products Corporation’s various revolving credit facilities were as follows:

	Commitment		Borrowing Base		Aggregate principal amount outstanding at December 31, ~~2021~~2022		Availability at December 31, ~~2021~~2022 (a)
Tranche A Revolving Credit Facility	$	270.0	$	182.0	$	109.6	$	72.4
Tranche A DIP ABL Facility due 2023	$	270.0	$	102.2	$	41.8	$	60.4
2020 ABL FILO Term Loans	$	50.0	$	48.0	$	50.0	$	—
SISO DIP ABL Facility due 2023	$	130.0	$	130.0	$	130.0	$	—
SISO Term Loan Facility	$	130.0	$	130.0	$	130.0	$	—
2020 ABL FILO Term Loans	$	50.0	$	50.0	$	50.0	$	—

(a) Availability as of December 31, ~~2021~~2022 is based upon the Tranche A Revolving borrowing base then in effect under ~~Amendment~~Tranche ~~No.8~~A toDIP ~~the~~ABL ~~Amended 2016 Revolving Credit~~ Facility of $~~182~~102.~~0 million which includes a $~~2~~.0 million~~ ~~reserve for the shortfall of the borrowing base that supports the 2020 ABL FILO Term Loan compared to the corresponding aggregate principal amount outstanding of $50~~ million), less $~~109~~41.68 million then drawn.

Sources and Uses

The Company’s principal sources of funds are expected to be operating revenues, cash on hand and funds that may be available from time to time for borrowing under the ~~Amended~~DIP ~~2016~~ABL ~~Revolving Credit~~ Facility and other permissible borrowings. The 2016 Credit Agreements, the 2020 BrandCo Credit Agreement, the 6.25% Senior Notes Indenture, the DIP ABL Credit Agreement and the ~~2021~~DIP ~~Foreign~~Term ~~Asset-Based~~Loan ~~Term~~Credit Agreement contain certain provisions that by their terms limit Products Corporation's and its subsidiaries’ ability to, among other things, incur additional debt, subject to certain exceptions.

The Company’s principal uses of funds are expected to be the payment of operating expenses, including payments in connection with the purchase of permanent wall displays; capital expenditure requirements; debt service payments and costs; cash tax payments; pension and other post-retirement benefit plan contributions; payments in connection with the Company’s restructuring programs, such as the RGGA Program; severance not otherwise included in the Company’s restructuring programs; business and/or brand acquisitions (including, without limitation, through licensing transactions), if any; additional debt and/or equity repurchases, if any; costs related to litigation; and payments in connection with discontinuing non-core business lines and/or exiting and/or entering certain territories and/or channels of trade. For information regarding certain risks related to the Company’s indebtedness and cash flows, see Item 1A. Risk Factors - "A substantial portion of Products Corporation's indebtedness is subject to floating interest rates and the potential discontinuation or replacement of LIBOR could result in an increase to our interest expense."

The Company’s cash contributions to its pension and post-retirement benefit plans in the year ended December 31, ~~2021~~2022 were $224.59 million. The Company expects that cash contributions to its pension and post-retirement benefit plans will be approximately $8.1.2 million in the aggregate for ~~2022~~2023. For a further discussion, see Note 11, "Pension and Post-Retirement Benefits," to the Company's Audited Consolidated Financial Statements in this ~~2021~~2022 Form 10-K.

The Company’s cash taxes paid in the year ended December 31, ~~2021~~2022 to state and foreign jurisdictions were $98.65 million. The Company expects to pay net cash taxes totaling approximately $010 million to $1015 million in the aggregate during ~~2022~~2023. For a further discussion, see Note 13, "Income Taxes," to the Company's Audited Consolidated Financial Statements in this 2022 Form 10-K.

aThe ~~further~~Company’s ~~discussion~~purchases of permanent wall displays and capital expenditures in the year ended December 31, ~~see~~2022 ~~Note~~were $28.1 million and $13.8 million, ~~"Income~~respectively. ~~Taxes,"~~The Company expects that purchases of permanent wall displays will total approximately $55 million to $60 million in the ~~Company's~~aggregate ~~Audited~~during ~~Consolidated~~2023 ~~Financial~~and ~~Statements~~expects that capital expenditures will total approximately $30 million to $35 million in ~~this~~the ~~2021~~aggregate ~~Form~~during ~~10-K~~2023.

The Company’s purchases of permanent wall displays and capital expenditures in the year ended December 31, 2021 were $24.9 million and $14.2 million, respectively. The Company expects that purchases of permanent wall displays will total approximately $40 million to $45 million in the aggregate during 2022 and expects that capital expenditures will total approximately $15 million to $20 million in the aggregate during 2022.

The Company has undertaken, and continues to assess, refine and implement, a number of programs to efficiently manage its working capital, including, among other things, initiatives intended to optimize inventory levels over time; centralized procurement to secure discounts and efficiencies; prudent management of trade receivables and accounts payable; and controls on general and administrative spending. In the ordinary course of business, the Company’s source or use of cash from operating activities may vary on a quarterly basis as a result of a number of factors, including the timing of working capital flows. For certain of the Company’s other recent cost reduction initiatives, see “COVID-19 Impact on the Company’s Business” under the Overview section of this "Management Discussion and Analysis of Financial Condition and Results of Operations".

Continuing to execute the Company’s business initiatives could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands (including, without limitation, through licensing transactions), divesting or discontinuing non-core business lines (which may include exiting certain territories), further refining the Company’s approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure. Any of these actions, the intended purpose of which would be to create value through improving the Company's financial performance, could result in the Company making investments and/or recognizing charges related to executing against such opportunities. Any such activities may be funded with operating revenues, cash on hand, funds that may be available from time to time under the Amended 2016 Revolving Credit Facility, the 2020 Restated Line of Credit Facility, other permissible borrowings and/or other permitted additional sources of capital, which actions could increase the Company’s total debt.

~~The~~There ~~Company~~can ~~may~~be ~~also,~~no ~~from~~assurance ~~time-to-time,~~that ~~seek~~available tofunds ~~retire~~will orbe ~~purchase~~sufficient ~~its~~to ~~outstanding~~meet ~~debt~~the ~~obligations~~Company’s ~~and/or~~cash ~~equity~~requirements inon ~~open~~a ~~market~~consolidated ~~purchases~~basis, ~~block trades~~as, ~~privately~~among ~~negotiated~~other ~~purchase~~things, ~~transactions~~the orCompany’s ~~otherwise~~liquidity ~~and~~can ~~may~~be ~~seek~~impacted toby ~~refinance~~a ~~some~~number orof ~~all~~factors, ofincluding its ~~indebtedness~~level ~~based~~of ~~upon~~sales, ~~market~~costs ~~conditions.~~and ~~Any~~expenditures, ~~such~~as ~~retirement~~well oras ~~purchase~~accounts ofreceivable ~~debt~~ and~~/or~~ ~~equity~~inventory, ~~may~~which beserve ~~funded~~as ~~with~~the ~~operating~~principal ~~cash~~variables ~~flows~~impacting of the ~~business~~amount orof ~~other~~liquidity ~~sources~~available ~~and~~under ~~will~~the ~~depend~~DIP ~~upon~~ABL ~~prevailing~~Facility. ~~market~~For ~~conditions~~example, ~~liquidity~~subject ~~requirements~~to certain exceptions, ~~contractual~~revolving ~~restrictions~~loans ~~and~~under ~~other~~the ~~factors,~~DIP ~~and~~ABL Facility must be prepaid to the ~~amounts~~extent ~~involved~~that ~~may~~outstanding beloans ~~material.~~exceed ~~(See~~the ~~“Financial~~applicable ~~Condition~~borrowing base, ~~Liquidity~~consisting of certain accounts receivable, inventory and ~~Capital~~real ~~Resources”~~estate. For information regarding certain risks related to the Company’s ~~recent~~indebtedness ~~debt~~and ~~refinancing~~cash ~~transactions)~~flows, see Item 1A. “Risk Factors” in this 2022 Form 10-K.

~~The~~If the Company’s ~~expects~~anticipated ~~that~~level ~~operating~~of revenues is not achieved because of, ~~cash~~among onother ~~hand~~things, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company's segments; adverse changes in tariffs, foreign currency exchange rates, foreign currency controls and/or ~~funds~~government-mandated ~~that~~pricing ~~may~~controls; bedecreased ~~available~~sales ~~from~~of ~~time~~the Company’s products as a result of increased competitive activities by the Company’s competitors and/or decreased performance by third-party suppliers, whether due to~~-time~~ ~~for~~shortages ~~borrowing~~of ~~under~~raw materials or otherwise; changes in consumer purchasing habits, including with respect to retailer preferences and/or sales channels, such as due to any further consumption declines that the ~~Amended~~Company ~~2016~~has ~~Revolving~~experienced; ~~Credit~~inventory ~~Facility~~management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; retail store closures in the brick-and-mortar ~~other~~channels ~~permissible~~where ~~borrowings~~the ~~will~~Company besells ~~sufficient~~its products, as consumers continue to ~~enable~~shift purchases to online and e-commerce channels; changes in pricing, marketing, advertising and/or promotional strategies by the Company's tocustomers; ~~pay~~or less than anticipated results from the Company’s existing or new products or from its ~~operating~~advertising, ~~expenses~~promotional, ~~for~~pricing ~~2022~~and/or marketing plans; or if the Company’s expenses, including, ~~payments~~without inlimitation, ~~connection~~for ~~with~~ the purchase of permanent ~~wall~~ displays, capital expenditures, debt service payments and costs, cash tax payments, pension and other post-retirement plan contributions, payments in connection with the Company’s restructuring programs, (such as, ~~currently, primarily~~ the ~~Revlon~~RGGA ~~2020 Restructuring~~ Program), severance not otherwise included in the Company’s restructuring programs, business and/or brand acquisitions (including, without limitation, through licensing transactions), if any, additional debt and/or equity repurchases, if any, costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories and/or channels of trade., ~~The~~advertising, ~~Company~~promotional ~~also~~and ~~expects~~marketing toactivities ~~generate~~or ~~additional~~for ~~liquidity~~sales ~~from~~returns ~~strategic~~related ~~initiatives~~to ~~and~~any ~~cost~~reduction ~~reductions~~of ~~resulting~~space ~~from~~by the ~~implementation~~Company's ofcustomers, ~~currently~~product discontinuances or otherwise, ~~primarily~~exceed the ~~RGGA~~anticipated ~~program~~level of expenses, ~~and~~the ~~cost~~Company’s ~~reductions~~current ~~generated~~sources ~~from~~of ~~other~~funds ~~cost~~may ~~control~~be ~~initiatives,~~insufficient asto ~~well~~meet asthe ~~funds~~Company’s ~~provided~~cash byrequirements. ~~selling~~For ~~certain~~further ~~assets~~discussion inof ~~connection~~certain risks associated with the Company's ~~ongoing~~business ~~Strategic~~and ~~Review~~indebtedness, see Item 1A. "Risk Factors" in this 2022 Form 10-K.

There can be no assurance that available funds will be sufficient to meet the Company’s cash requirements on a consolidated basis, as, among other things, the Company’s liquidity can be impacted by a number of factors, including its level of sales, costs and expenditures, as well as accounts receivable and inventory, which serve as the princ

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