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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-188713

PROSPECTUS

Revlon Consumer Products Corporation

Offer to exchange (the “Exchange Offer”) $500 million aggregate principal amount of 5.75% Senior Notes due 2021 (CUSIP Nos. 761519BC0 and U8000EAH2) (which we refer to as the “Old Notes”), and the guarantees thereupon, for $500 million aggregate principal amount of 5.75% Senior Notes due 2021 (CUSIP No. 761519BD8) (which we refer to as the “New Notes”), and the guarantees thereupon, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes are fully and unconditionally guaranteed on a senior, unsecured basis by each of the Company’s 100% owned subsidiaries listed on page ii of this prospectus on a joint and several basis, subject to certain release provisions described herein. When we use the term “notes” in this prospectus, the term includes the Old Notes and the New Notes.

The Exchange Offer will expire at 5:00 p.m., New York City time, on December 23, 2013 (the 31st day following the date of this prospectus), unless we extend the Exchange Offer.

Terms of the Exchange Offer:

We do not intend to list the New Notes on any securities exchange or to seek approval for quotation through any automated quotation system.

Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 210 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 19 for a discussion of risks you should consider prior to tendering your outstanding Old Notes for exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 22, 2013.

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Unless otherwise indicated or the context requires otherwise, the terms “Products Corporation,” the “Company,” “we,” “our,” “ours” and “us” refer to Revlon Consumer Products Corporation and its subsidiaries. However, in the descriptions of the New Notes and related matters, these terms refer solely to Revlon Consumer Products Corporation and not to any of its subsidiaries. Unless otherwise indicated or the context requires otherwise, the term “Revlon” refers to Revlon, Inc., our parent company. Unless otherwise indicated or the context requires otherwise, all financial data presented herein is of Revlon Consumer Products Corporation and its subsidiaries.

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GUARANTORS

Almay, Inc.

Bari Cosmetics, Ltd.

Charles Revson Inc.

North America Revsale Inc.

OPP Products, Inc.

PPI Two Corporation

Revlon Consumer Corp.

Revlon Development Corp.

Revlon Government Sales, Inc.

Revlon International Corporation

Revlon Real Estate Corporation

RIROS Corporation

RIROS Group Inc.

SinfulColors Inc.

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RISK FACTORS

Before deciding to tender your Old Notes and participate in the Exchange Offer, you should carefully consider the risks described below, as well as all of the information contained elsewhere in this prospectus. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations and financial condition. We cannot assure you that any of the events discussed in the risk factors below and contained elsewhere in this prospectus will not occur. If they do, our business, financial condition and/or results of operations could be materially adversely affected. In such case, the trading price of the New Notes could decline, and you might lose all or part of your investment.

Risks Relating to the Exchange Offer and Holding the Notes

Holders who fail to exchange their Old Notes will continue to be subject to restrictions on transfer.

If you do not exchange your Old Notes for New Notes in the Exchange Offer, you will continue to be subject to the restrictions on transfer of your Old Notes described in the legend on the certificates for your Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. In addition, if a large number of Old Notes are exchanged for New Notes and there is only a small amount of Old Notes outstanding, there may not be an active market in the Old Notes, which may adversely affect the market price and liquidity of the Old Notes. For further information regarding the consequences of tendering your Old Notes in the Exchange Offer, see the discussions below under the captions “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Certain U.S. Federal Income Tax Considerations.”

You must comply with the Exchange Offer procedures in order to receive freely tradable New Notes.

Delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of the following:

Therefore, holders of Old Notes who would like to tender Old Notes in exchange for New Notes should be sure to allow enough time for the Old Notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Old Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the Exchange Offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the Exchange Offer, certain registration and other rights under the registration rights agreement will terminate. See “The Exchange Offer — Procedures for Tendering Old Notes” and “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”

You may not be able to resell New Notes you receive in the Exchange Offer without registering those New Notes or delivering a prospectus.

Based on interpretations by the staff of the SEC in no-action letters, we believe, with respect to New Notes issued in the Exchange Offer, that:

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do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the staff of the SEC in no-action letters, and would have to register the New Notes they receive in the Exchange Offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of New Notes acquired in the Exchange Offer. Holders that are broker-dealers must acknowledge that they acquired their outstanding New Notes in market-making activities or other trading activities and must deliver a prospectus when they resell the New Notes they acquire in the Exchange Offer in order not to be deemed an underwriter.

Our substantial indebtedness, including the additional Acquisition Term Loans which we used as a source of funds to consummate the Colomer Acquisition, could adversely affect our operations and flexibility and our ability to service our debt.

We have a substantial amount of outstanding indebtedness. In connection with closing the Colomer Acquisition, we incurred an additional $700.0 million of Acquisition Term Loans under the Amended Term Loan Agreement. Accordingly, immediately following the Colomer Acquisition, our total indebtedness was $1,940.0 million, primarily including $675.0 million aggregate principal amount already outstanding under the Amended Term Loan Facility, $500.0 million in aggregate principal face amount outstanding of the Old Notes, $58.4 million under the non-contributed loan portion of the Amended and Restated Senior Subordinated Term Loan (the “Non-Contributed Loan”) and $700.0 million of Acquisition Term Loans. Incurring the Acquisition Term Loans increased our leverage and the ratio of our net debt to earnings before interest, tax, depreciation and amortization. While we achieved net income of $71.2 million and $32.8 million for the year ended December 31, 2012 and the nine-month period ended September 30, 2013, respectively (which included non-cash benefits of $15.8 million related to reductions of our deferred tax valuation allowance at December 31, 2012), if we are unable to achieve sustained profitability and free cash flow in future periods, it could adversely affect our operations and our ability to service our debt and/or comply with the financial and/or operating covenants under our various debt instruments.

We are subject to the risks normally associated with substantial indebtedness, including the risk that our operating revenues will be insufficient to meet required payments of principal and interest, and the risk that we will be unable to refinance existing indebtedness when it becomes due or, if we are unable to comply with the financial or operating covenants under our 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. Our substantial indebtedness could also have the effect of:

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Although agreements governing our indebtedness, including the Amended Credit Agreements, the indenture governing the Old Notes and the Amended and Restated Senior Subordinated Term Loan Agreement, limit our ability to borrow additional money, under certain circumstances we are allowed to borrow a significant amount of additional money, some of which, in certain circumstances and subject to certain limitations, could be secured indebtedness. To the extent that more debt is added to our current debt levels, the risks described above would increase further.

Our ability to pay the principal of the New Notes depends on many factors.

The $675.0 million of the 2011 Term Loan under the Amended Term Loan Facility matures in November 2017, the $700.0 million of Acquisition Term Loans under the Amended Term Loan Facility mature on the sixth anniversary of the closing of the Acquisition Term Loans (or October 8, 2019), the Amended Revolving Credit Facility matures on the earlier of August 14, 2018 and 90 days prior to the earliest maturity date of any term loans then outstanding under the Amended Term Loan Facility, but not earlier than June 16, 2016, the Non-Contributed Loan matures in October 2014, and the New Notes mature in February 2021. We currently anticipate that, in order to pay the principal amount of the New Notes upon the occurrence of any event of default, to repurchase such New Notes if a change of control occurs or in the event that our cash flows from operations are insufficient to allow us to pay the principal amount of the New Notes at maturity, we may be required to refinance our indebtedness, seek to sell assets or operations, seek to sell additional debt securities or seek additional capital contributions or loans from MacAndrews & Forbes, Revlon or from our other affiliates and/or third parties. We may be unable to take any of these actions, because of a variety of commercial or market factors or constraints in our 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 the various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party transactions. Such actions, if ever taken, may not enable us to satisfy our cash requirements or enable us to comply with the financial covenants under the Amended Credit Agreements if the actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case may be.

None of our affiliates are required to make any capital contributions, loans or other payments to us regarding our obligations on the New Notes. We may not be able to pay the principal amount of the New Notes using any of the above actions because, under certain circumstances, the New Notes, or any of our other debt instruments (including the Amended Credit Agreements and the Amended and Restated Senior Subordinated Term Loan Agreement), or the debt instruments of our subsidiaries then in effect may not permit us to take such actions. (See “— Restrictions and covenants in our debt agreements limit our 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 our ability to refinance or replace our outstanding indebtedness at or prior to their respective maturity dates, which may have a material adverse effect on our business, financial condition and/or results of operations.

Our existing and future secured indebtedness is effectively senior to the New Notes to the extent of the value of the collateral securing those obligations.

As of September 30, 2013, we had secured indebtedness of $675.0 million (or $669.8 million net of discounts) outstanding under our Amended Term Loan Facility. We also had $130.2 million in available borrowings under the Amended Revolving Credit Facility as of September 30, 2013, based upon the calculated borrowing base less $9.8 million of undrawn outstanding letters of credit, and nil then drawn under the Amended Revolving Credit Facility at such date. The liens on, among other things, inventory, accounts receivable, deposit accounts, investment property (other than our capital stock and that of our subsidiaries), real property, equipment, fixtures and certain intangible property (the “Revolving Credit First Lien Collateral”) secure the Amended Revolving Credit Facility on a first priority basis and the Amended Term Loan Facility on a second priority basis. The liens on our capital stock and that of our subsidiaries and intellectual property (“IP”) and certain other intangible property (the “Term Loan First Lien Collateral”) secure the Amended Term Loan Facility

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on a first priority basis and the Amended Revolving Credit Facility on a second priority basis. Such arrangements also provide that the liens referred to above may be shared from time to time, subject to certain limitations, with specified types of other obligations incurred or guaranteed by us, such as foreign exchange and interest rate hedging obligations and foreign working capital lines.

In addition, under the indenture, we and the guarantors may, from time to time, be permitted to incur additional indebtedness, including the Acquisition Term Loans (which were drawn in full in the aggregate principal amount of $700.0 million on October 8, 2013 in connection with consummating the Colomer Acquisition on October 9, 2013) and indebtedness that refinances our Amended Credit Agreements, which may be secured by liens on certain collateral. Holders of secured indebtedness under our Amended Credit Agreements and any other existing and future secured indebtedness will be entitled to realize proceeds from the realization of value of the collateral securing such indebtedness to repay such indebtedness in full before the holders of the New Notes, the guarantees and any other holders of senior unsecured indebtedness will be entitled to payment. As a result, the New Notes and the guarantees are effectively junior in right of payment to any secured indebtedness under the Amended Credit Agreements and any other secured indebtedness, to the extent that the realizable value of the collateral does not exceed the aggregate amount of such secured indebtedness.

The New Notes are structurally junior to the indebtedness and other liabilities of our non-guarantor subsidiaries.

We conduct a significant portion of our operations through our non-guarantor subsidiaries and depend, in part, on earnings and cash flows of, and dividends from, our subsidiaries to pay our obligations, including principal of and interest on our indebtedness. Certain laws restrict the ability of our subsidiaries to pay us dividends or make loans and advances to us. To the extent these restrictions are applied to our non-guarantor subsidiaries, we would not be able to use the earnings of those subsidiaries to make payments on the New Notes. Furthermore, in the event of any bankruptcy, liquidation or reorganization of a non-guarantor subsidiary, the rights of the holders of the New Notes to participate in the distribution of the assets of such non-guarantor subsidiary will rank behind the claims of that subsidiary’s creditors, including trade creditors (except to the extent we have a claim as a creditor of such subsidiary). As a result, the New Notes are structurally subordinated to the outstanding indebtedness, preferred stock, and other liabilities, including trade payables, of our non-guarantor subsidiaries. As of September 30, 2013, our non-guarantor subsidiaries had approximately $142.7 million of outstanding indebtedness and other liabilities (excluding intercompany payables and receivables and subsidiary guarantees of our Amended Credit Agreements), all of which would have been structurally senior to the New Notes.

Restrictions and covenants in our debt agreements limit our ability to take certain actions and impose consequences in the event of failure to comply.

The indenture governing the notes and the agreements governing our other outstanding indebtedness, including the Amended Credit Agreements and the Amended and Restated Senior Subordinated Term Loan Agreement, contain a number of significant restrictions and covenants that limit our ability and our subsidiaries’ ability (subject in each case to limited exceptions) to, among other things:

In addition, the Amended Credit Agreements contain financial covenants limiting our first-lien senior secured debt-to-EBITDA ratio (in the case of the Amended Term Loan Agreement) and, under certain

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circumstances, requiring us to maintain a minimum consolidated fixed charge coverage ratio (in the case of the Amended Revolving Credit Agreement). These covenants affect our operating flexibility by, among other things, restricting our ability to incur expenses and indebtedness that could be used to fund the costs of executing our business strategy and to grow our business, as well as to fund general corporate purposes.

A breach of the Amended Credit Agreements would permit our lenders to accelerate amounts outstanding under such agreements, which would in turn constitute an event of default under the Amended and Restated Senior Subordinated Term Loan Agreement and the indenture governing the notes, if the amount accelerated exceeds $25.0 million and such default remains uncured for 10 days following notice from (i) the holders of a majority of the outstanding principal amount of the Amended and Restated Senior Subordinated Term Loan (provided that if Revlon or we held such majority, notice would be required from the holders of a majority of the outstanding principal amount of the Amended and Restated Senior Subordinated Term Loan not held by Revlon or us at the time of any such decision) or (ii) the trustee or the holders of at least 30% of the outstanding principal amount of the outstanding notes under the indenture governing the notes. In addition, holders of the New Notes may require us to repurchase their respective New Notes in the event of a change of control under the indenture governing the notes. Upon a change of control, we would be required, after fulfilling our repayment obligations under the indenture governing the notes, to repay in full the Amended and Restated Senior Subordinated Term Loan. We may not have sufficient funds at the time of any such breach of any such covenant or change of control to repay in full the borrowings under the Amended Credit Agreements or the Amended and Restated Senior Subordinated Term Loan or to repurchase or redeem the New Notes.

Events beyond our control could impair our operating performance, which could affect our ability and that of our subsidiaries to comply with the terms of our debt instruments. Such events may include, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products; adverse changes in currency exchange rates and/or currency controls; decreased sales of our products as a result of increased competitive activities by our competitors; changes in consumer purchasing habits, including with respect to shopping channels; inventory management by our customers; space reconfigurations or reductions in display space by our customers; changes in pricing or promotional strategies by our customers; less than anticipated results from our existing or new products or from our advertising, promotional and/or marketing plans; or if our expenses, including, without limitation, for pension expense under our benefit plans, acquisition-related integration costs, advertising, promotional and/or marketing activities or for sales returns related to any reduction of space by our customers, product discontinuances or otherwise, exceed the anticipated level of expenses.

Under such circumstances, we may be unable to comply with the provisions of our debt instruments, including the financial covenants in the Amended Credit Agreements. If we are unable to satisfy such covenants or other provisions at any future time, we would need to seek an amendment or waiver of such financial covenants or other provisions. The respective lenders under the Amended Credit Agreements may not consent to any amendment or waiver requests that we may make in the future, and, if they do consent, they may only do so on terms which are unfavorable to us.

In the event that we were unable to obtain any such waiver or amendment, our inability to meet the financial covenants or other provisions of the Amended Credit Agreements would constitute an event of default under our Amended Credit Agreements, which would permit the bank lenders to accelerate the Amended Credit Agreements, which in turn would constitute an event of default under the Amended and Restated Senior Subordinated Term Loan Agreement, if the amount accelerated exceeds $25.0 million and such default remains uncured for 10 days following notice from the requisite number of lenders under the Amended and Restated Senior Subordinated Term Loan and would constitute an event of default under the indenture governing the notes, if the amount accelerated exceeds $25.0 million and such default remains uncured for 10 days following notice from (i) in the case of the Amended and Restated Senior Subordinated Term Loan Agreement, the holders of a majority of the outstanding principal amount of the Amended and Restated Senior Subordinated Term Loan (provided that if Revlon or us held such majority, notice would be required from the holders of a majority of the outstanding principal amount of the Amended and Restated Senior Subordinated Term Loan not held by Revlon or us at the time of any such decision) or (ii) in the case of the indenture governing the notes, the trustee or the holders of at least 30% of the outstanding principal amount of such outstanding notes.

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Our assets and/or cash flow and/or those of our subsidiaries may not be sufficient to fully repay borrowings under our outstanding debt instruments, either upon maturity or if accelerated upon an event of default, and if we are required to repurchase the New Notes or repay the Amended and Restated Senior Subordinated Term Loan or repay the Amended Credit Agreements upon a change of control, we may be unable to refinance or restructure the payments on such debt. Further, if we are unable to repay, refinance or restructure our indebtedness under the Amended Credit Agreements, the lenders, subject to certain conditions and limitations as set forth in the third amended and restated intercreditor agreement, could proceed against the collateral securing that indebtedness.

U.S. federal and state fraudulent transfer laws may permit a court to void the New Notes, the guarantees and subordinate claims in respect of the New Notes and the guarantees, and require holders to return payments received and, if that occurs, you may not receive any payments on the New Notes.

U.S. federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the New Notes, the incurrence of any guarantees of the New Notes entered into upon issuance of the New Notes and subsidiary guarantees that may be entered into thereafter under the terms of the indenture governing the New Notes. Under applicable U.S. federal bankruptcy laws and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the New Notes and any guarantee could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the New Notes or incurred its guarantee with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing the New Notes or incurring its guarantee and, in the case of (2) only, one of the following is also true at the time thereof:

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the New Notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the New Notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or current or antecedent debt is secured or satisfied. We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our or any of our guarantors’ other debt. Generally, however, an entity would not be considered solvent if, at the time it incurred indebtedness:

If a court were to find that the issuance of the New Notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the New Notes or such guarantee or subordinate the New Notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the New Notes to repay any amounts received with respect to such notes or guarantee. In the event of a finding that a fraudulent transfer or conveyance or a preference occurred, you may not receive any repayment on the New Notes.

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Although each guarantee to be entered into will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer laws, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

We may not have the ability to purchase the New Notes upon a change of control.

Upon the occurrence of specified change of control events, we are required to offer to purchase each holder’s notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, unless all notes have been previously called for redemption. The occurrence of a change of control could constitute an event of default under agreements governing our other indebtedness, some of which rank effectively senior to the New Notes (including the Amended Credit Agreements), in which case our lenders may terminate their commitments under those agreements and accelerate all amounts outstanding under the relevant facilities. The holders of other debt securities that we may issue in the future, which may rank equally in right of payment with or effectively senior to the New Notes, may also have this right. Therefore, we may not have sufficient financial resources to purchase all of the notes or other indebtedness with such provisions as a result of a change of control.

You cannot be sure that an active trading market will develop for the New Notes.

There is no existing trading market for the New Notes. We have not applied for, nor do we intend to apply for, listing or quotation of the New Notes on any exchange or any automated dealer quotation system. We cannot assure you that a trading market for the New Notes will develop or exist. Therefore, we do not know how liquid the market for the New Notes might be, nor can we make any assurances regarding the ability of holders of the New Notes to sell their New Notes, the amount of New Notes to be outstanding following the Exchange Offer or the price at which the New Notes might be sold. As a result, the market price of the New Notes could be adversely affected. Historically, the market for non-investment grade debt, such as the New Notes, has been subject to disruptions that have caused volatility in the prices of such securities. Any such disruptions may have an adverse effect on holders of the New Notes.

Risks Relating to the Company

Limits on our borrowing capacity under the Amended Revolving Credit Facility may affect our ability to finance our operations.

While the Amended Revolving Credit Facility currently provides for up to $140.0 million of commitments, our ability to borrow funds under such facility is limited by a borrowing base determined relative to the value, from time to time, of eligible accounts receivable and eligible inventory in the U.S. and the U.K. and eligible real property and equipment in the U.S.

If the value of these eligible assets is not sufficient to support the full $140.0 million borrowing base, we will not have full access to the Amended Revolving Credit Facility, but rather could have access to a lesser amount determined by the borrowing base. As we continue to manage our working capital, this could reduce the borrowing base under the Amended Revolving Credit Facility. Further, if we borrow funds under such facility, subsequent changes in the value or eligibility of the assets within the borrowing base could cause us to be required to pay down the amounts outstanding under such facility so that there is no amount outstanding in excess of the then-existing borrowing base.

Our ability to borrow under the Amended Revolving Credit Facility is also conditioned upon our compliance with other covenants in the Amended Revolving Credit Agreement governing such facility, including a fixed charge coverage ratio that applies when the difference between (1) the borrowing base under such facility and (2) the amounts outstanding under such facility is less than $20.0 million. Because of these limitations, we may not always be able to meet our cash requirements with funds borrowed under the Amended Revolving Credit Facility, which could have a material adverse effect on our business, financial condition and/or results of operations.

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At September 30, 2013, we had $675.0 million aggregate principal amount outstanding under our Amended Term Loan Facility (or $669.8 million net of discounts), which amount increased by an additional $700.0 million aggregate principal amount of Acquisition Term Loans outstanding under the Amended Term Loan Facility on October 8, 2013 in connection with the consummation of the Colomer Acquisition on October 9, 2013, as well as a liquidity position of $262.6 million, consisting of cash and cash equivalents (net of any outstanding checks) of $132.4 million, as well as $130.2 million in available borrowings under the Amended Revolving Credit Facility, based upon the calculated borrowing base less $9.8 million of undrawn outstanding letters of credit and nil then drawn under the Amended Revolving Credit Facility at such date.

The Amended Revolving Credit Facility is syndicated to a group of banks and financial institutions. Each bank is responsible to lend its portion of the $140.0 million commitment if and when we seek to draw under the Amended Revolving Credit Facility. The lenders may assign their commitments to other banks and financial institutions in certain cases without prior notice to us. If a lender is unable to meet its lending commitment, then the other lenders under the Amended Revolving Credit Facility have the right, but not the obligation, to lend additional funds to make up for the defaulting lender’s commitment, if any. While we have never had any of our lenders under the Amended Revolving Credit Facility fail to fulfill their lending commitment, economic conditions from late 2008 through 2013 and the volatility in the financial markets during that time period have impacted the liquidity and financial condition of certain banks and financial institutions. Based on information available to us, we have no reason to believe that any of the lenders under our Amended Revolving Credit Facility would be unable to fulfill their commitments to lend under the Amended Revolving Credit Facility as of September 30, 2013. However, if one or more lenders under the Amended Revolving Credit Facility were unable to fulfill their commitment to lend, such inability would impact our liquidity and, depending upon the amount involved and our liquidity requirements, could have an adverse effect on our ability to fund our operations, which could have a material adverse effect on our business, financial condition and/or results of operations.

A substantial portion of our indebtedness is subject to floating interest rates.

A substantial portion of our indebtedness is subject to floating interest rates, which makes us more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates or a downturn in our business. As of September 30, 2013, $740.0 million of our total indebtedness (or $734.8 million net of discounts), or approximately 57% of our total indebtedness, was subject to floating interest rates.

Under the Amended Term Loan Agreement, the $675.0 million in aggregate principal amount outstanding under the 2011 Term Loan and the additional $700.0 million in aggregate principal amount outstanding under the Acquisition Term Loans bear interest, at our option, at either the Eurodollar Rate (as defined in the Amended Term Loan Agreement) plus 3.00% per annum (provided that in no event shall the Eurodollar Rate (which is based upon LIBOR) be less than 1.00% per annum), or the Alternate Base Rate (as defined in the Amended Term Loan Agreement) plus 2.00% per annum, which Alternate Base Rate is based on the greater of Citibank, N.A.’s announced base rate and the U.S. federal funds rate plus 0.5% (provided that in no event shall the Alternative Base Rate be less than 2.00% per annum). At September 30, 2013, the Eurodollar Rate, LIBOR and the Alternate Base Rate were 1.0% (as a result of the Eurodollar Rate floor referred to above), 0.25% and 3.25%, respectively. Borrowings under the Amended Revolving Credit Facility (other than loans in foreign currencies) bear interest at a rate equal to, at our option, either (i) the Eurodollar Rate plus the applicable margin set forth in the grid below, or (ii) the Alternate Base Rate (as defined in the Amended Revolving Credit Agreement) plus the applicable margin set forth in the grid below:

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Local Loans (as defined in the Amended Revolving Credit Agreement) bear interest, if mutually acceptable to us and the relevant foreign lenders, at the Local Rate, and otherwise (i) if in foreign currencies or in U.S. Dollars at the Eurodollar Rate or the Eurocurrency Rate plus the applicable margin set forth in the grid above or (ii) if in U.S. Dollars at the Alternate Base Rate plus the applicable margin set forth in the grid above.

Under the Amended and Restated Senior Subordinated Term Loan Agreement, the Non-Contributed Loan bears interest at a floating rate of LIBOR plus 7%, with a 1.5% LIBOR floor.

If any of LIBOR, the base rate, the U.S. federal funds rate or such equivalent local currency rate increases, our debt service costs will increase to the extent that we have elected such rates for our outstanding loans. Based on the amounts outstanding under the Amended Credit Agreements, the Non-Contributed Loan under the Amended and Restated Senior Subordinated Term Loan and other short-term borrowings (which, in the aggregate, are our only debt currently subject to floating interest rates) as of September 30, 2013, an increase in LIBOR of 1% would increase the Company’s annual interest expense by $7.5 million (assuming that the LIBOR Rate is above the respective floors for the Amended Term Loan Facility and the Non-Contributed Loan but without giving effect to any Acquisition Term Loans). Pro forma for the October 2013 draw on the Acquisition Term Loans, an increase in LIBOR of 1% would increase the Company’s annual interest expense by $14.6 million. Increased debt service costs would adversely affect our cash flow. While we may enter into interest hedging contracts, we may not be able to do so on a cost-effective basis, any hedging transactions we might enter into may not achieve their intended purpose and shifts in interest rates may have a material adverse effect on our business, financial condition and/or results of operations.

We depend on our Oxford, North Carolina facility for production of a substantial portion of our products. Disruptions at this facility, or at other third party facilities at which our products are manufactured, could affect our business, financial condition and/or results of operations.

We produce a substantial portion of our products at our Oxford, North Carolina facility. Significant unscheduled downtime at this facility, or at other third party facilities at which our products are manufactured, whether due to equipment breakdowns, power failures, natural disasters, weather conditions hampering delivery schedules or other disruptions, including those caused by transitioning manufacturing from other facilities to our Oxford, North Carolina facility, or any other cause could adversely affect our ability to provide products to our customers, which could affect our sales, business, financial condition and/or results of operations. Additionally, if product sales exceed forecasts or production, we could, from time to time, not have an adequate supply of products to meet customer demands, which could cause us to lose sales.

Our new product introductions may not be as successful as we anticipate, which could have a material adverse effect on our business, financial condition and/or results of operations.

We have 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. Each new product launch, including those resulting from this new product development process, carries risks, as well as the possibility of unexpected consequences, including:

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Each of the risks referred to above could delay or impede our ability to achieve our sales objectives, which could have a material adverse effect on our business, financial condition and/or results of operations.

Our ability to service our debt and meet our 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, we may be unable to meet our cash requirements or we may be unable to meet the requirements of the financial covenants under the Amended Credit Agreements, which could have a material adverse effect on our business, financial condition and/or results of operations.

We currently expect that operating revenues, cash on hand, and funds available for borrowing under the Amended Revolving Credit Agreement and other permitted lines of credit will be sufficient to enable us to cover our operating expenses for 2013, including cash requirements for the payment of expenses in connection with the execution of our business strategy, the Colomer Acquisition and related integration costs, purchases of permanent wall displays, capital expenditure requirements, debt service payments and costs, tax payments, pension and post-retirement plan contributions, payments in connection with our restructuring programs, severance not otherwise included in our restructuring programs and debt repurchases.

If our anticipated level of revenue is not achieved, however, because of, for example, decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products; adverse changes in currency exchange rates and/or currency controls; decreased sales of our products as a result of increased competitive activities by our competitors; changes in consumer purchasing habits, including with respect to shopping channels; inventory management by our customers; space reconfigurations or reductions in display space by our customers; changes in pricing or promotional strategies by our customers; less than anticipated results from our existing or new products or from our advertising, promotional and/or marketing plans; or if our expenses, including, without limitation, for pension expense under our benefit plans, acquisition related integration costs, advertising, promotional or marketing activities or for sales returns related to any reduction of space by our customers, product discontinuances or otherwise, exceed the anticipated level of expenses, our current sources of funds may be insufficient to meet our cash requirements. In addition, such developments, if significant, could reduce our revenues and could adversely affect our ability to comply with certain financial covenants under our Amended Credit Agreements.

If operating revenues, cash on hand and funds available for borrowing are insufficient to cover our expenses or are insufficient to enable us to comply with the financial covenants under the Amended Credit Agreements, we could be required to adopt one or more of the alternatives listed below:

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There can be no assurance that we would be able to take any of these actions, because of a variety of commercial or market factors or constraints in our 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 our 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 we are required to take any of these actions, it could have a material adverse effect on our business, financial condition and/or results of operations.

Such actions, if ever taken, may not enable us to satisfy our cash requirements or enable us to comply with the financial covenants under our Amended Credit Agreements if the actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case may be. (See “— Restrictions and covenants in our debt agreements limit our 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 our credit agreement covenants).

Economic conditions could have a material adverse effect on our business, financial condition and/or results of operations or on the financial condition of our customers and suppliers.

The economic conditions, both in the U.S. and in many other countries where we operate, have contributed and may continue to contribute to high unemployment levels, lower consumer spending and reduced credit availability, and have impacted business and consumer confidence. Such conditions could have an impact on consumer purchases and/or customer purchases of our products, which could result in a reduction of our net sales, operating income and/or cash flows. Additionally, disruptions in the credit and other financial markets and economic conditions could, among other things, impair the financial condition of one or more of our customers or suppliers, thereby increasing the risk of customer bad debts or non-performance by suppliers. These conditions could have a material adverse effect on our business, financial condition and/or results of operations.

We depend on a limited number of customers for a large portion of our net sales, and the loss of one or more of these customers could reduce our net sales and have a material adverse effect on our business, financial condition and/or results of operations.

Walmart and its affiliates worldwide accounted for approximately 22% of the Company’s worldwide net sales in the nine months ended September 30, 2013 and each of the years ended December 31, 2012, 2011 and 2010. 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 our net sales. These customers have demanded, and may continue to demand, increased service and other accommodations. We may be affected by changes in the policies and demands of our customers relating to service levels, inventory de-stocking, pricing and promotional strategies or limitations on access to wall display space. As is customary in the consumer products industry, none of our customers is under an obligation to continue purchasing products from us in the future.

The loss of Walmart or one or more of our other customers that may account for a significant portion of our net sales, or any significant decrease in sales to these customers, including as a result of consolidation among our customers, inventory management by our customers, changes in pricing or promotional strategies by our customers or space reconfigurations by our customers or any significant decrease in our display space in any of these customers’ stores, could reduce our net sales and/or operating income and therefore could have a material adverse effect on our business, financial condition and/or results of operations.

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Declines in the financial markets may result in increased pension expense and increased cash contributions to our pension plans.

Declines in the U.S. and global financial markets could result in significant declines in our pension plan assets and result in increased pension expense and cash contributions to our pension plans. Interest rate levels will affect the discount rate used to value our year-end pension benefit obligations. One or more of these factors, individually or taken together, could impact future required cash contributions to our pension plans and pension expense. Any one or more of these conditions could have a material adverse effect on our business, financial condition and/or results of operations.

We may be unable to maintain or increase our sales through our primary distribution channels, which could have a material adverse effect on our business, financial condition and/or results of operations.

A decrease in consumer demand in the U.S. for beauty care products, inventory management by our customers, changes in pricing or promotional strategies by our customers, a reduction in display space by our customers and/or a change in consumers’ purchasing habits, such as by buying more cosmetics and beauty care products in channels in which we do not currently compete (such as prestige and department stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets, which combine to account for a significant amount of beauty care sales), could impact the sales of our products, which could reduce our net sales and which could have a material adverse effect on our business, financial condition and/or results of operations.

Competition in the cosmetics and beauty care products business could have a material adverse effect on our business, financial condition and/or results of operations.

The cosmetics and beauty care products business is highly competitive. We compete primarily by:

An increase in or change in the current level of competition that we face could have a material adverse effect on our business, financial condition and/or results of operations.

In addition, we compete against a number of multi-national manufacturers, some of which are larger and have substantially greater resources than us, and which may therefore have the ability to spend more aggressively than us on advertising, promotions and marketing and have more flexibility than us to respond to changing business and economic conditions. Our products also compete with similar products sold through channels other than those in which we compete, including prestige and department stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets.

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Additionally, our major customers periodically assess the allocation of retail display space among competitors and in the course of doing so could elect to reduce the display space allocated to our products, if, for example, our marketing strategies for our new and/or existing products are less effective than planned, fail to effectively reach the targeted consumer base or engender the desired consumption; and/or the rate of purchases by our consumers are not as high as we anticipate. Any significant loss of display space could have a material adverse effect on our business, financial condition and/or results of operations.

Our foreign operations are subject to a variety of social, political and economic risks and have been, and are expected to continue to be, affected by foreign currency fluctuations and/or currency controls, which could adversely affect the results of our business, financial condition and/or results of operations and the value of our foreign assets.

As of September 30, 2013, we had operations based in 14 foreign countries and our products were sold throughout the world. We are exposed to risks associated with social, political and economic conditions, including inflation, inherent in operating in foreign countries, including those in Asia, Eastern Europe, Latin America (including Venezuela) and South Africa, which could adversely affect our business, financial condition and/or results of operations. Such risks arise from laws and policies that govern foreign investment in countries where we have operations, hyperinflation, currency devaluation, currency controls, currency remittance restrictions, changes in consumer purchasing habits including as to shopping channels, as well as, to a lesser extent, changes in U.S. laws and regulations relating to foreign trade and investment.

These risks and limitations could affect the ability of our foreign subsidiaries to obtain sufficient capital to conduct their operations in the ordinary course of business. These limitations and the difficulties certain of our foreign subsidiaries may experience on the free flow of funds to our foreign subsidiaries could restrict our ability to respond timely to challenging market situations or changes in our operations, which could adversely affect our business, financial condition and/or results of operations.

Currency restrictions enacted by the Venezuelan government, which began in 2003, have impacted the ability of Revlon Venezuela to obtain U.S. Dollars in exchange for local currency at the official foreign exchange rates. Revlon Venezuela accounted for approximately 2%, 2% and 3% of our net sales for the years ended December 31, 2012, 2011 and 2010, respectively.

Effective January 1, 2010, Venezuela was designated as a highly inflationary economy under U.S. GAAP and as a result of the hyperinflationary designation and devaluation of the local currency in Venezuela, our results of operations in 2010 were adversely impacted. As a result, during 2011 and 2012, we used alternative foreign currency markets with less favorable exchange rates to access U.S. Dollars, which adversely impacted our results of operations.

On February 8, 2013, the Venezuelan government announced the devaluation of Bolivars relative to the U.S. Dollar, effective beginning February 13, 2013, changing the official rate to 6.30 Bolivars per U.S. Dollar (the “Official Rate”). The Venezuelan government also announced that SITME, the currency market that we had been using through early February 2013, would be eliminated. During the second quarter of 2013, Revlon Venezuela received approval from the Venezuelan government to import certain products through CADIVI, subject to certain restrictions. The Company began importing certain products in the third quarter of 2013 utilizing the CADIVI market. The value of these imports was insignificant to the Company’s net sales in the third quarter of 2013. In addition, a new foreign currency exchange system, Sistema Complementario de Administración de Divisas (“SICAD”) has been developed in Venezuela to replace the SITME market. The Company has been unable to access U.S. Dollars in Venezuela using SICAD, but will consider participating in exchanging Bolivars for U.S. Dollars to the extent permitted should U.S. Dollars become available to the Company through SICAD in the future. If the rate of exchange in any new currency market is higher than the Official Rate, it may have a negative impact on the Company’s results of operations going forward. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources — Impact of Foreign Currency Translation — Venezuela” for details).

Additionally, transfers of funds to our subsidiary in China, either as a shareholder loan or as an increase in registered capital, are subject to registration with or approval by the China’s governmental authorities, including

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the State Administration of Foreign Exchange, or SAFE, or the relevant examination and approval authority. Also, Company loans to finance our China subsidiary cannot exceed certain statutory limits.

Our net sales outside of the U.S. for the years ended December 31, 2012, 2011 and 2010 were approximately 44%, 45% and 45% of our total consolidated net sales, respectively. Fluctuations in foreign currency exchange rates have affected and may continue to affect our results of operations and the value of our foreign assets in 2012 and 2013, respectively, which in turn may adversely affect our reported net sales and earnings and the comparability of period-to-period results of operations.

We enter into foreign currency forward exchange contracts to hedge certain net cash flows denominated in foreign currencies. The foreign currency forward exchange contracts are entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in foreign currencies and generally have maturities of less than one year. At September 30, 2013, the notional amount of our foreign currency forward exchange contracts was $46.2 million. The foreign currency forward exchange contracts that we enter into may not adequately protect against foreign currency fluctuations.

Terrorist attacks, acts of war or military actions may adversely affect the territories in which we operate and our business, financial condition and/or results of operations.

On September 11, 2001, the U.S. was the target of terrorist attacks of unprecedented scope. These attacks contributed to major instability in the U.S. and other financial markets and reduced consumer confidence. These terrorist attacks, as well as terrorist attacks such as those that have occurred in Benghazi, Libya, Madrid, Spain and London, England, attempted attacks, military responses to terrorist attacks and future developments, or other military actions, may adversely affect prevailing economic conditions, resulting in reduced consumer spending and reduced demand for our products. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and/or results of operations.

Our products are subject to federal, state and international regulations that could adversely affect our business, financial condition and/or results of operations.

We are 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, or the EU, Canada and other countries in which we operate. Our Oxford, North Carolina manufacturing facility is registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics that contain over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Regulations in the U.S., the EU, Canada and other countries in which we operate that are designed to protect consumers or the environment have an increasing influence on our product claims, ingredients and packaging. To the extent federal, state, local and/or foreign regulatory changes occur in the future, they could require us to reformulate or discontinue certain of our products or revise our product packaging or labeling, any of which could result in, among other things, increased costs to us, delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on our business, financial condition and/or results of operations.

The failure of our information technology systems could disrupt our business operations which could have a material adverse effect on our business, financial condition and/or results of operations.

The operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage, among other things, our 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 or tax requirements and other processes and data necessary to manage our business. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could cause our business and results of operations to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including, without

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limitation, fire, natural disasters, power outages, systems failure, system conversions, security breaches, cyber-attacks, viruses and/or human error. In any such event, we could be required to make a significant investment to fix or replace our information technology systems, and we could experience interruptions in our ability to service our customers. Any such damage or interruption could have a material adverse effect on our business, financial condition and/or results of operations.

Shares of Revlon Class A Common Stock and our capital stock are pledged to secure various of Revlon’s and/or other of our affiliates’ obligations and foreclosure upon these shares or dispositions of shares could result in the acceleration of debt under the Amended Credit Agreements, the Amended and Restated Senior Subordinated Term Loan Agreement and the indenture governing the notes and could have other consequences.

All of our shares of common stock are pledged to secure Revlon’s guarantee under the Amended Credit Agreements. MacAndrews & Forbes has advised us 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, our 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, our common stock or stock of intermediate holding companies between Revlon and MacAndrews & Forbes which are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a “change of control” under the Amended Credit Agreements, the Amended and Restated Senior Subordinated Term Loan Agreement and the indenture governing the notes. A change of control constitutes an event of default under the Amended Credit Agreements which would permit our lenders to accelerate amounts outstanding under such facilities. In addition, holders of the New Notes may require us to repurchase their respective New Notes under those circumstances. Upon a change of control, we would also be required, after fulfilling our repayment obligations under the indenture governing the notes, to repay in full the Amended and Restated Senior Subordinated Term Loan.

We may not have sufficient funds at the time of any such change of control to repay in full the borrowings under the Amended Credit Facilities or to repurchase or redeem the New Notes and/or repay the Non-Contributed Loan. (See “— Our ability to service our debt and meet our 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, we may be unable to meet our cash requirements or we may be unable to meet the requirements of the financial covenants under the Amended Credit Agreements which could have a material adverse effect on our business, financial condition and/or results of operations”).

MacAndrews & Forbes has the power to direct and control our business.

MacAndrews & Forbes is wholly-owned by Ronald O. Perelman. After giving effect to Revlon’s mandatory redemption of its Series A Preferred Stock on October 8, 2013, as well as to MacAndrews & Forbes’ voluntary conversion on October 4, 2013 of all of its 3,125,000 shares of Revlon Class B Common Stock, which had 10 votes per share, on a one-for-one basis to 3,125,000 shares of Revlon Class A Common Stock, Mr. Perelman, through MacAndrews & Forbes, beneficially owned approximately 78% of Revlon’s outstanding Class A Common Stock. As a result, MacAndrews & Forbes is able to control the election of the entire Board of Directors of Revlon and of our Board of Directors (as we are a wholly owned subsidiary of Revlon) and controls the vote on all matters submitted to a vote of Revlon’s and our stockholders, including the approval of mergers, consolidations, sales of some, all or substantially all of Revlon’s or our assets, issuances of capital stock and similar transactions.

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We may not be able to integrate Colomer into our ongoing business operations, which may result in our inability to fully realize the intended benefits of the Colomer Acquisition, or may disrupt our current operations, which could have an adverse effect on our business, financial position and/or results of operations.

We plan to integrate the operations of Colomer into our business and expect to achieve approximately $25 million of annualized cost synergies by the end of year two, at a cost of approximately $40 million over the two-year period following the acquisition’s October 9, 2013 closing. The process of integrating Colomer into our business involves complex operational, technological and personnel-related challenges, which are time-consuming and expensive and may disrupt our ongoing core business operations and involves a number of integration risks, including, but not limited to:

These factors could cause us to not fully realize the anticipated financial and/or strategic benefits of the Colomer Acquisition, which could have an adverse effect on our business, financial condition and/or results of operations.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, which are based on the beliefs, expectations, estimates, projections, assumptions, forecasts, plans, anticipations, targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers, focus and intents of our management. While we believe that our estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our results. Our actual results may differ materially from those discussed in such forward-looking statements. Such statements include, without limitation, our expectations and estimates (whether qualitative or quantitative) as to:

(i)  our future financial performance;

(ii)  the effect on sales of decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products; adverse changes in currency exchange rates and/or currency controls; decreased sales of our products as a result of increased competitive activities by our competitors, changes in consumer purchasing habits, including with respect to shopping channels; inventory management by our customers; space reconfigurations or reductions in display space by our customers; changes in pricing or promotional strategies by our customers; less than anticipated results from our existing or new products or from its advertising, promotional and/or marketing plans; or if our expenses, including, without limitation, for pension expense under our benefit plans, acquisition-related integration costs, advertising, promotional and marketing activities or for sales returns related to any reduction of space by our customers, product discontinuances or otherwise, exceed the anticipated level of expenses;

(iii)  our belief that the continued execution of our business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands, further refining our approach to retail merchandising and/or taking further actions to optimize our manufacturing, sourcing and organizational size and structure, including optimizing the integration of the Colomer Acquisition (including our plans to integrate the operations of Colomer into our business and our expectations of achieving approximately $25 million of annualized cost synergies by the end of year two, at a cost of approximately $40 million over the two-year period following the acquisition’s October 9, 2013 closing), any of which, the intended purpose of which would be to create value through profitable growth, and could result in us making investments and/or recognizing charges related to executing against such opportunities, which activities may be funded with cash on hand, funds available under the Amended Revolving Credit Facility and/or other permitted additional sources of capital, which actions could increase our total debt;

(iv)  our expectations regarding our strategic goal to profitably grow our business and as to the business strategies employed to achieve this goal, which are: (a) continuing to build our strong brands by focusing on innovative, high-quality, consumer-preferred brand offering; effective consumer brand communication; appropriate levels of advertising and promotion; and superb execution with our customers; (b) continuing to develop our organizational capability through retaining, attracting and rewarding highly capable people and through performance management, development planning, succession planning and training; (c) continuing to drive common global processes which are designed to provide the most efficient and effective allocation of our resources; (d) focusing on pursuing growth opportunities with our existing brands as well as seeking to acquire brands to complement our core business; and (e) continuing to drive our collective business activities to deliver improved financial performance;

(v)  the effect of restructuring activities, restructuring costs and charges, the timing of restructuring payments and the benefits from such activities; including, without limitation, our expectation that approximately $7 million of cost reductions associated with the September 2012 Program are expected to benefit 2013 and annualized cost reductions thereafter are expected to be approximately $10 million; our expectation to recognize total charges of approximately $27 million related to the September 2012 Program; and our expectation that the total net cash paid related to the September 2012 Program will be approximately $24 million (which includes the cash proceeds of $2.7 million received in July 2013 related to the sale of the Company’s manufacturing facility in France), of which $3.8 million was paid in 2012,

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$13.3 million was paid in the nine months ended September 30, 2013, $4 million is expected to be paid during the fourth quarter of 2013 and the remainder is expected to be paid in 2014;

(vi)  our expectation that operating revenues, cash on hand and funds available for borrowing under the Amended Revolving Credit Facility and other permitted lines of credit will be sufficient to enable us to cover our operating expenses for 2013, including the cash requirements referred to in item (viii) below;

(vii)  our expected principal sources of funds, including operating revenues, cash on hand and funds available for borrowing under the Amended Revolving Credit Facility and other permitted lines of credit, as well as the availability of funds from our taking certain measures, including, among other things, reducing discretionary spending;

(viii)  our expected principal uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the continued execution of our business strategy, the Colomer Acquisition and related integration costs, payments in connection with our purchases of permanent wall displays, capital expenditure requirements, debt service payments and costs, tax payments, pension and post-retirement benefit plan contributions, payments in connection with our restructuring programs, severance not otherwise included in our restructuring programs, debt repurchases (including, without limitation, that we may also, from time to time, seek to retire or purchase our outstanding debt obligations in open market purchases, in privately negotiated transactions or otherwise and may seek to refinance some or all of our indebtedness based upon market conditions and that any retirement or purchase of debt may be funded with operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material); and our estimates of the amount and timing of our operating expenses, the payment of costs related to the Colomer Acquisition and its related integration, debt service payments (including payments required under our debt instruments), cash contributions to our pension plans and our other post-retirement benefit plans, net periodic benefit costs/income for the pension and other post-retirement benefit plans, cash tax payments, purchases of permanent wall displays, capital expenditures, restructuring costs and payments, severance costs and payments and debt repurchases;

(ix)  matters concerning our market-risk sensitive instruments, as well as our expectations as to the counterparty’s performance, including that any loss arising from any non-performance by the counterparty would not be material;

(x)  our expectation to efficiently manage our working capital, including, among other things, initiatives intended to optimize inventory levels over time; centralized procurement to secure discounts and efficiencies; prudent management of accounts receivable and accounts payable; and controls on general and administrative spending; and our belief that in the ordinary course of business, our 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;

(xi)  our expectations regarding our future net periodic benefit cost for our U.S. and international defined benefit plans;

(xii)  our belief that we maintain comprehensive property insurance, as well as business interruption insurance;

(xiii)  our expectation that our tax provision and effective tax rate in any individual quarter will vary and may not be indicative of our tax provision and effective tax rate for the full year;

(xiv)  our expectation that as new currency markets are developed in Venezuela, we will consider participating in exchanging Bolivars for U.S. Dollars to the extent permitted and our belief that if the rate of exchange in any new currency market is higher than the Official Rate, it may have a negative impact on our results of operations going forward;

(xv) the Company’s belief that while the new structure of our long-term incentive plan does not change the amount of the employees’ potential annual incentive award, the transition is expected to result in higher expense in 2013 and 2014 as compared to 2012 by approximately $5 million and $3 million, respectively;

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(xvi) the Company’s $4.5 million accrual for estimated clean-up costs related to the destroyed facility in Venezuela;

(xvii) the Company’s beliefs and expectations regarding certain benefits of the Colomer Acquisition, including that it (i) provides cost synergy opportunities and (ii) offers opportunities for profitable growth by leveraging the combined Company’s enhanced innovation capability and know-how; and

(xviii) the outcome of the Company’s review of its organizational structure.

Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language such as “estimates,” “objectives,” “visions,” “projects,” “forecasts,” “focus,” “drive towards,” “plans,” “targets,” “strategies,” “opportunities,” “assumptions,” “drivers,” “believes,” “intends,” “outlooks,” “initiatives,” “expects,” “scheduled to,” “anticipates,” “seeks,” “may,” “will” or “should” or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategies, targets, long-range plans, models or intentions. Forward-looking statements speak only as of the date they are made, and except for our ongoing obligations under the U.S. federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. In addition to factors that may be described in our filings with the SEC, including this prospectus, the following factors, among others, could cause our actual results to differ materially from those expressed in any forward-looking statements made by us:

(i)  unanticipated circumstances or results affecting our financial performance, including decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products; changes in consumer preferences, such as reduced consumer demand for our color cosmetics and other current products, including new product launches; changes in consumer purchasing habits, including with respect to shopping channels; lower than expected customer acceptance or consumer acceptance of, or less than anticipated results from, our existing or new products; higher than expected integration costs related to the Colomer Acquisition; higher than expected pension expense and/or cash contributions under our benefit plans, advertising, promotional and/or marketing expenses or lower than expected results from our advertising, promotional and/or marketing plans; higher than expected sales returns or decreased sales of our existing or new products; actions by our customers, such as inventory management by our customers and greater than anticipated space reconfigurations or reductions in display space by our customers and/or product discontinuances or a greater than expected impact from changes in pricing or promotional strategies by our customers; and changes in the competitive environment and actions by our competitors, including business combinations, technological breakthroughs, new product offerings, increased advertising, promotional and marketing spending and advertising, promotional and/or marketing successes by competitors.

(ii)  in addition to the items discussed in (i) above, the effects of and changes in economic conditions (such as continued volatility in the financial markets, inflation, monetary conditions and foreign currency fluctuations and currency controls, as well as in trade, monetary, fiscal and tax policies in international markets) and political conditions (such as military actions and terrorist activities);

(iii)  unanticipated costs or difficulties or delays in completing projects associated with the continued execution of our business strategy or lower than expected revenues or the inability to create value through profitable growth as a result of such strategy, including lower than expected sales, or higher than expected costs, including as may arise from any additional repositioning, repackaging or reformulating of one or more brands or product lines, launching of new product lines, including higher than expected expenses, including for sales returns, for launching our new products, acquiring businesses or brands, further refining our approach to retail merchandising, and/or difficulties, delays or increased costs in connection with taking further actions to optimize our manufacturing, sourcing, supply chain or organizational size and structure, including optimizing the integration of the Colomer Acquisition (including difficulties or delays in and/or our inability to integrate the Colomer business which could result in less than expected cost synergies, more than expected costs to achieve the planned synergies or delays in achieving the expected synergies), as well

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as the unavailability of cash on hand and/or funds under the Amended Revolving Credit Facility or from other permitted additional sources of capital to fund such potential activities;

(iv)  difficulties, delays or unanticipated costs in achieving our strategic goal to profitably grow our business and as to the business strategies employed to achieve this goal, such as (a) difficulties, delays or our inability to build our strong brands, such as due to less than effective product development, less than expected acceptance of our new or existing products by consumers and/or our customers, less than expected acceptance of our advertising, promotional and/or marketing plans by our consumers and/or our customers, less than expected investment in advertising, promotional and/or marketing activities or greater than expected competitive investment, less than expected acceptance of our brand communication by consumers and/or our customers, less than expected levels of advertising, promotional and/or marketing activities for our new product launches and/or less than expected levels of execution with our customers or higher than expected costs and expenses; (b) difficulties, delays or the inability to develop our organizational capability; (c) difficulties, delays or unanticipated costs in connection with our plans to continue to drive common global processes which are designed to provide the most efficient and effective allocation of its resources, such as due to higher than anticipated levels of investment required to support and build our brands globally; (d) difficulties, delays or unanticipated costs in connection with our plans to pursue growth opportunities with our existing brands, such as due to those reasons set forth in clause (iv)(a) above and/or to acquire businesses or brands to complement our core business, such as difficulties, delays or unanticipated costs in consummating, or our inability to consummate, transactions to acquire new businesses or brands or higher than expected integration costs related to the Colomer Acquisition; and/or (e) difficulties, delays or unanticipated costs in continuing to drive our collective business activities to deliver improved financial performance;

(v)  difficulties, delays or unanticipated costs or charges or less than expected savings and other benefits resulting from our restructuring activities, such as greater than anticipated costs or charges or less than anticipated cost reductions or other benefits from the September 2012 Program and the risk that any of such programs may not satisfy our objectives;

(vi)  lower than expected operating revenues, cash on hand and/or funds available under the Amended Revolving Credit Facility and/or other permitted lines of credit or higher than anticipated operating expenses, such as referred to in clause (viii) below;

(vii)  the unavailability of funds under our Amended Revolving Credit Facility or other permitted lines of credit; or from difficulties, delays in or our inability to take other measures, such as reducing discretionary spending;

(viii)  higher than expected operating expenses, sales returns, working capital expenses, permanent wall display costs, capital expenditures, debt service payments, tax payments, cash pension plan contributions, post-retirement benefit plan contributions and/or net periodic benefit costs for the pension and other post-retirement benefit plans, integration costs related to the Colomer Acquisition, restructuring costs, severance not otherwise included in our restructuring programs and/or debt repurchases;

(ix)  interest rate or foreign exchange rate changes affecting us and our market-risk sensitive financial instruments and/or difficulties, delays or the inability of the counterparty to perform such transactions;

(x)  difficulties, delays or our inability to efficiently manage our cash and working capital;

(xi)  lower than expected returns on pension plan assets and/or lower discount rates, which could result in higher than expected cash contributions and/or net periodic benefit costs;

(xii)  unanticipated events or circumstances that could cause our property and/or business interruption insurance to provide less than adequate coverage;

(xiii)  unexpected significant variances in our tax provision and effective tax rate;

(xiv)  difficulties, delays in or our inability to exchange Bolivars for U.S. Dollars, whether due to the lack of a market developing for such exchange or otherwise and/or unanticipated adverse impacts to our

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results of operations such as due to higher than expected exchange rates; and difficulties or delays in our ability to import certain products through CADIVI;

(xv)  unanticipated consequences from our new long-term incentive plan, such as higher than anticipated expenses or changes in the periods when such expenses would be recognized;

(xvi) unanticipated costs incurred in connection with the activities related to the destroyed facility in Venezuela;

(xvii) difficulties or delays in realizing, or less than anticipated, benefits from the Colomer Acquisition, such as (i) less than expected cost synergies, more than expected costs to achieve the planned synergies or delays in achieving the expected synergies, such as due to difficulties or delays in and/or our inability to integrate the Colomer business, and/or (ii) less than expected growth from the Colomer brands, such as due to difficulties, delays, unanticipated costs or our inability to launch innovative new professional products and/or difficulties or delays in and/or our inability to expand its distribution into new channels; and/or

(xviii) tax and regulatory considerations that may impact our review of our organizational structure.

Factors other than those listed above could also cause our results to differ materially from expected results.

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USE OF PROCEEDS

We will not receive any proceeds from the Exchange Offer. Any Old Notes that are properly tendered and exchanged pursuant to the Exchange Offer will be retired and cancelled. Accordingly, the issuance of the New Notes will not increase our indebtedness.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown.

For purposes of calculating these ratios: (a) earnings consist of income from continuing operations before income taxes of $36.9 million, $66.6 million, $88.7 million, $98.8 million and $115.6 million for the years ended December 31, 2008, 2009, 2010, 2011 and 2012, respectively, and $53.2 million and $64.9 million for the nine months ended September 30, 2012 and 2013, respectively, and (b) fixed charges consist of interest expense, amortization of debt issuance costs and the portion of rental expense deemed to represent interest, which totaled $130.3 million, $104.0 million, $106.8 million, $100.6 million and $94.2 million for the years ended December 31, 2008, 2009, 2010, 2011 and 2012, respectively, and $70.8 million and $61.9 million for the nine-month periods ended September 30, 2012 and 2013, respectively.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated statement of operations and other financial data for each of the years in the three-year period ended December 31, 2012 and the consolidated balance sheet data as of December 31, 2011 and 2012 are derived from our consolidated financial statements included elsewhere in this prospectus, which have been audited by an independent registered public accounting firm. The selected historical consolidated statement of operations and other financial data for each of the nine-month periods ended September 30, 2012 and 2013 and the consolidated balance sheet data as of September 30, 2012 and 2013 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data should be read in conjunction with our consolidated financial statements and the related notes to those consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.