14. SAVINGS PLAN, PENSION AND POST-RETIREMENT BENEFITS

Savings Plan:

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

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

Pension Benefits:

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

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

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

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

Other Post-retirement Benefits:

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

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


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

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

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

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

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

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


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

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


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

	$	221.7		$	179.4		$	4.0		$	4.0

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

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


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

Net Periodic Benefit Cost:

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

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

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


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

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

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

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


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

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

	$	221.7		$	4.0		$	225.7

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

Pension Plan Assumptions:

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


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

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


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

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

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

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

Investment Policy:

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

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

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

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


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

Fair Value of Pension Plan Assets:

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


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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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


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

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

^(a ⁾

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

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


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

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

^(a ⁾

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


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

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

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

Contributions:

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

Estimated Future Benefit Payments:

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


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