16. GUARANTOR FINANCIAL INFORMATION

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

The following Condensed Consolidating Financial Statements present the financial information as of September 30, 2012 and December 31, 2011, and for the three and nine months ended September 30, 2012 and 2011 for (i) Products Corporation on a stand-alone basis; (ii) the Guarantor Subsidiaries on a stand-alone basis; (iii) the subsidiaries of Products Corporation that do not guarantee Products Corporation’s 9³/₄% Senior Secured Notes (the “Non-Guarantor Subsidiaries”) on a stand-alone basis; and (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed Consolidating Balance Sheets

As of September 30, 2012


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10.3		$	—		$	34.9		$	—		$	45.2
Trade receivables, less allowances for doubtful accounts		78.2			25.1			92.4			—			195.7
Inventories		87.4			12.7			43.3			—			143.4
Deferred income taxes – current		39.3			—			10.4			—			49.7
Prepaid expenses and other		95.2			6.3			26.2			—			127.7
Intercompany receivables		958.4			473.7			390.4			(1,822.5	)		—
Investment in subsidiaries		(123.9	)		(228.0	)		—			351.9			—
Property, plant and equipment, net		86.9			0.6			12.4			—			99.9
Deferred income taxes – noncurrent		185.8			—			13.5			—			199.3
Goodwill		150.6			65.2			1.9			—			217.7
Other assets		64.1			66.4			31.7			—			162.2

Total assets	$	1,632.3		$	422.0		$	657.1		$	(1,470.6	)	$	1,240.8

LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	5.8		$	2.5		$	—		$	8.3
Current portion of long-term debt		8.0			—			—			—			8.0
Accounts payable		65.8			7.1			28.9			—			101.8
Accrued expenses and other		147.0			15.1			93.8			—			255.9
Intercompany payables		596.5			633.6			592.4			(1,822.5	)		—
Long-term debt		1,160.8			—			—			—			1,160.8
Long-term debt – affiliates		48.6			—			—			—			48.6
Other long-term liabilities		217.9			2.9			48.9			—			269.7

Total liabilities		2,244.6			664.5			766.5			(1,822.5	)		1,853.1
Stockholder’s deficiency		(612.3	)		(242.5	)		(109.4	)		351.9			(612.3	)

Total liabilities and stockholder’s deficiency	$	1,632.3		$	422.0		$	657.1		$	(1,470.6	)	$	1,240.8

Condensed Consolidating Balance Sheets

As of December 31, 2011


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

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

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

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

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

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2012


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	221.1		$	34.0		$	141.3		$	(49.4	)	$	347.0
Cost of sales		101.8			15.6			59.0			(49.4	)		127.0

Gross profit		119.3			18.4			82.3			—			220.0
Selling, general and administrative expenses		100.0			13.0			61.7			—			174.7
Restructuring charges		1.2			0.5			19.3			—			21.0

Operating income		18.1			4.9			1.3			—			24.3

Other expenses (income):
Intercompany interest, net		0.2			(0.3	)		1.6			—			1.5
Interest expense		19.6			0.2			0.1			—			19.9
Amortization of debt issuance costs		0.9			—			—			—			0.9
Foreign currency (gains) losses, net		(1.1	)		0.1			0.9			—			(0.1	)
Miscellaneous, net		(27.2	)		13.7			13.6			—			0.1

Other expenses (income), net		(7.6	)		13.7			16.2			—			22.3

Income (loss) from continuing operations before income taxes		25.7			(8.8	)		(14.9	)		—			2.0
Provision for income taxes		6.4			2.3			3.3			—			12.0

Income (loss) from continuing operations		19.3			(11.1	)		(18.2	)		—			(10.0	)

Equity in loss of subsidiaries		(29.3	)		(25.2	)		—			54.5			—

Net (loss)	$	(10.0	)	$	(36.3	)	$	(18.2	)	$	54.5		$	(10.0	)

Other comprehensive (loss)		(0.1	)		(2.8	)		(3.4	)		6.2			(0.1	)

Total comprehensive (loss)	$	(10.1	)	$	(39.1	)	$	(21.6	)	$	60.7		$	(10.1	)

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2011


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	212.2		$	28.1		$	139.7		$	(42.8	)	$	337.2
Cost of sales		98.9			13.3			53.7			(42.8	)		123.1

Gross profit		113.3			14.8			86.0			—			214.1
Selling, general and administrative expenses		96.5			11.8			59.4			—			167.7

Operating income		16.8			3.0			26.6			—			46.4

Other expenses (income):
Intercompany interest, net		—			(0.3	)		1.8			—			1.5
Interest expense		20.2			0.1			0.1			—			20.4
Amortization of debt issuance costs		0.8			—			—			—			0.8
Loss on early extinguishment of debt, net		—			—			—			—			—
Foreign currency gains, net		(0.2	)		—			(0.7	)		—			(0.9	)
Miscellaneous, net		(8.5	)		(3.8	)		12.5			—			0.2

Other expenses (income), net		12.3			(4.0	)		13.7			—			22.0

Income from continuing operations before income taxes		4.5			7.0			12.9			—			24.4
Provision for (benefit from) income taxes		12.5			(0.5	)		7.1			—			19.1

(Loss) income from continuing operations		(8.0	)		7.5			5.8			—			5.3

Equity in income of subsidiaries		13.3			1.5			—			(14.8	)		—

Net income	$	5.3		$	9.0		$	5.8		$	(14.8	)	$	5.3

Other comprehensive (loss)		(8.0	)		(9.0	)		(13.8	)		22.8			(8.0	)

Total comprehensive (loss)	$	(2.7	)	$	—		$	(8.0	)	$	8.0		$	(2.7	)

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2012


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	680.7		$	83.0		$	417.5		$	(146.4	)	$	1,034.8
Cost of sales		309.4			38.1			166.0			(146.4	)		367.1

Gross profit		371.3			44.9			251.5			—			667.7
Selling, general and administrative expenses		303.1			35.0			186.3			—			524.4
Restructuring charges		1.2			0.5			19.3			—			21.0

Operating income		67.0			9.4			45.9			—			122.3

Other expenses (income):
Intercompany interest, net		0.7			(0.7	)		4.6			—			4.6
Interest expense		58.9			0.3			0.3			—			59.5
Amortization of debt issuance costs		2.6			—			—			—			2.6
Foreign currency (gains) losses, net		(1.0	)		0.3			2.7			—			2.0
Miscellaneous, net		(60.3	)		7.5			53.2			—			0.4

Other expenses (income), net		0.9			7.4			60.8			—			69.1

Income (loss) from continuing operations before income taxes		66.1			2.0			(14.9	)		—			53.2
Provision for income taxes		21.9			5.1			6.1			—			33.1

Income (loss) from continuing operations		44.2			(3.1	)		(21.0	)		—			20.1

Income from discontinued operations, net of taxes		0.4			—			—			—			0.4
Equity in loss of subsidiaries		(24.1	)		(25.7	)		—			49.8			—

Net income (loss)	$	20.5		$	(28.8	)	$	(21.0	)	$	49.8		$	20.5

Other comprehensive income		7.8			2.7			1.9			(4.6	)		7.8

Total comprehensive income (loss)	$	28.3		$	(26.1	)	$	(19.1	)	$	45.2		$	28.3

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2011


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	659.2		$	71.8		$	420.4		$	(129.8	)	$	1,021.6
Cost of sales		295.6			33.2			159.3			(129.8	)		358.3

Gross profit		363.6			38.6			261.1			—			663.3
Selling, general and administrative expenses		300.4			31.4			188.3			—			520.1

Operating income		63.2			7.2			72.8			—			143.2

Other expenses (income):
Intercompany interest, net		(0.1	)		(0.8	)		5.5			—			4.6
Interest expense		64.2			0.2			0.3			—			64.7
Amortization of debt issuance costs		2.9			—			—			—			2.9
Loss on early extinguishment of debt, net		11.3			—			—			—			11.3
Foreign currency (gains) losses, net		(1.4	)		0.4			3.4			—			2.4
Miscellaneous, net		(43.1	)		3.4			40.9			—			1.2

Other expenses, net		33.8			3.2			50.1			—			87.1

Income from continuing operations before income taxes		29.4			4.0			22.7			—			56.1
Provision for income taxes		16.6			1.9			13.1			—			31.6

Income from continuing operations		12.8			2.1			9.6			—			24.5

Income from discontinued operations, net of taxes		0.6			—			—			—			0.6
Equity in income of subsidiaries		11.7			0.4			—			(12.1	)		—

Net income	$	25.1		$	2.5		$	9.6		$	(12.1	)	$	25.1

Other comprehensive (loss)		(6.0	)		(8.8	)		(14.4	)		23.2			(6.0	)

Total comprehensive income (loss)	$	19.1		$	(6.3	)	$	(4.8	)	$	11.1		$	19.1

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(37.9	)	$	63.7		$	(7.9	)	$	—	$	17.9

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(13.0	)		(0.3	)		(1.5	)		—		(14.8	)
Business acquisition		—			(66.2	)		—			—		(66.2	)
Proceeds from the sale of certain assets		0.1			0.4			0.1			—		0.6

Net cash used in investing activities		(12.9	)		(66.1	)		(1.4	)		—		(80.4	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft		10.0			2.3			0.2			—		12.5
Repayments under the 2011 Term Loan Facility		(6.0	)		—			—			—		(6.0	)
Payment of financing costs		(0.1	)		—			—			—		(0.1	)
Other financing activities		(0.5	)		—			(0.2	)		—		(0.7	)

Net cash provided by financing activities		3.4			2.3			—			—		5.7

Effect of exchange rate changes on cash and cash equivalents		—			—			0.3			—		0.3

Net decrease in cash and cash equivalents		(47.4	)		(0.1	)		(9.0	)		—		(56.5	)
Cash and cash equivalents at beginning of period		57.7			0.1			43.9			—		101.7

Cash and cash equivalents at end of period	$	10.3		$	—		$	34.9		$	—	$	45.2

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011


	Products Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	6.1		$	34.9		$	(20.8	)	$	—	$	20.2

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(8.2	)		(0.2	)		(1.2	)		—		(9.6	)
Business acquisition		—			(39.0	)		—					(39.0	)
Proceeds from sales of certain assets		0.1			—			0.1			—		0.2

Net cash used in investing activities		(8.1	)		(39.2	)		(1.1	)		—		(48.4	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft		4.1			4.3			1.6			—		10.0
Repayments under the 2010 Term Loan Facility		(794.0	)		—			—			—		(794.0	)
Borrowings under the 2011 Term Loan Facility		796.0			—			—			—		796.0
Repayment under the 2011 Term Loan Facility		(2.0	)		—			—			—		(2.0	)
Payment of financing costs		(4.2	)		—			—			—		(4.2	)
Other financing activities		(0.5	)		—			(0.7	)		—		(1.2	)

Net cash (used in) provided by financing activities		(0.6	)		4.3			0.9			—		4.6

Effect of exchange rate changes on cash and cash equivalents		—			—			(3.2	)		—		(3.2	)

Net decrease in cash and cash equivalents		(2.6	)		—			(24.2	)		—		(26.8	)
Cash and cash equivalents at beginning of period		20.5			0.1			56.1			—		76.7

Cash and cash equivalents at end of period	$	17.9		$	0.1		$	31.9		$	—	$	49.9