Revlon Adjusted EBITDA Margin Reconciliation
Forward-Looking Statements
This presentation (including the exhibits hereto, if any) includes certain of the Company's plans, projected financial results and liquidity, expected synergies, strategies, focus, beliefs and expectations,
which are forward looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements in this presentation can be identified by the
use of forward-looking terms such as "believes," "expects," "projects," "forecasts," "may," "will," "estimates," "should," "would," "anticipates," "plans" or other comparable terms. Forward-looking statements
speak only as of the date they are made and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company does not undertake any obligation to publicly update any
forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in results of operations and liquidity, changes in general U.S. or international economic or
industry conditions; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments or events arising after the date of this presentation. You should not rely on forward-
looking statements as predictions of future events. The Company is providing the certain forward-looking information in this presentation solely to provide investors with certain useful information to assist
them with evaluating the Exchange Offer and Consent Solicitation. This information should not be considered in isolation or as a substitute for the Company's as reported financial results prepared in
accordance with U.S. GAAP. This forward-looking information should be read in conjunction with the Company's financial statements and related footnotes filed with the SEC. The forward-looking statements
in this presentation include, without limitation, the Company's beliefs, expectations and/or estimates about the following: (i) given the Company's liquidity profile and with cash preservation being a critical
focus, the Company's plans to continuously work to identify opportunities to optimize its cash position and utilization of cash, including implementing cost reduction initiatives, stringently allocating capital
and prioritizing its investments in key territories and brands; (ii) the Company's estimation that due to the ongoing COVID-19 related impacts on the Company's business and cash expenses related to the
Company's 2020 Restructuring Program, the Company's total cash flow generation from operating activities and investing activities for the three months ending December 31, 2020 will be materially lower
than for the comparable periods in 2017, 2018 and 2019; (iii) the Company's expectation to deploy a portion of its cash to satisfy certain mandatory debt payments and, in addition to cash interest
payments, to make additional mandatory payments over the first three quarters of 2020 and 2021 in the range of $15 to $25 million associated with pension cash contributions, cash taxes and other public
company expenses, as well as its other material cash commitments for items such as permanent displays and capital expenditures; (iv) the Company's expectation, after giving effect to the transactions
contemplated by the Offering Memorandum, to have sufficient cash to continue its and the Company's operations for at least the next 12 months; and (v) the Company's expectations regarding its future
financial results, liquidity, supply chain and operational status, taking into account the impact of the COVID-19 pandemic. The Company's actual results may differ materially from such forward-looking
statements for a number of reasons, including, without limitation, as a result of the risks described and other items in the Company's filings with the SEC, including Revlon's 2019 Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it has filed or will file with the SEC during 2019 and 2020 (which may be viewed on the SEC's website at http://www.sec.gov). Other
important factors could also cause the Company's actual results to differ materially from those indicated by expected results, including, without limitation, risks and uncertainties relating to: (i) less than
expected, or other unanticipated changes in, the Company's liquidity and cash flows, including, without limitation, due to (A) lower than expected operating revenues, cash on hand and/or funds available
under the Amended 2016 Revolving Credit Facility, the ABL FILO Term Loans, New BrandCo Second-Lien Term Loans and/or the Restated Line of Credit Facility (such as due to, among other things, difficulties
and/or delays in consummating the Exchange Offer) and/or from other permissible borrowings or generated from cost reductions resulting from the implementation of the Revlon 2020 Restructuring Program
and/or other cost control initiatives and/or from selling certain assets in connection with the Company's ongoing Strategic Review or (B) higher than anticipated operating expenses and/or less than
anticipated cash generated by the Company's operations or unanticipated restrictions or taxes on repatriation of foreign earnings; (ii) a greater than anticipated impact from COVID-19 on the Company's
cash flows, such as due to the risk of a global "second-wave" of the pandemic as re-opening plans are implemented; (iii) higher than expected operating expenses, such as higher than expected
purchases of permanent displays, capital expenditures, debt service payments and costs, cash tax payments, pension and other post-retirement plan contributions, payments in connection with the
Company's restructuring programs, severance not otherwise included in the Company's restructuring programs, business and/or brand acquisitions (including, without limitation, through licensing
transactions), if any, additional debt and/or equity repurchases, if any, payments and costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories and/or
channels of trade, advertising, promotional and marketing activities or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise; (iv) lower than
expected operating revenues, cash on hand and/or funds available under Amended 2016 Revolving Credit Facility, the ABL FILO Term Loans, New BrandCo Second-Lien Term Loans and/or the Restated Line
of Credit Facility (such as due to, among other things, difficulties and/or delays in consummating the Exchange Offer) and/or from other permissible borrowings or generated from cost reductions resulting
from the implementation of the Revlon 2020 Restructuring Program and/or other cost control initiatives and/or from selling certain assets in connection with the Company's ongoing Strategic Review or higher
than anticipated operating expenses and/or less than anticipated cash generated by the Company's operations or unanticipated restrictions or taxes on repatriation of foreign earnings; and/or (v)
difficulties with, delays in or the inability to achieve the Company's expected results, such as due to, among other things, the Company's business experiencing greater than anticipated disruptions due to
COVID-19 related uncertainty or other related factors making it more difficult to maintain relationships with employees, business partners or governmental entities and/or other unanticipated circumstances,
trends or events affecting the Company's financial performance, including decreased consumer spending in response to the COVID-19 pandemic and related conditions and restrictions, weaker than
expected economic conditions due to the COVID-19 pandemic and its related restrictions and conditions continuing for periods longer than currently estimated or COVID-19 expanding into more territories
than currently anticipated, or other weakness in the consumption of beauty-related products, lower than expected acceptance of the Company's new products, adverse changes in foreign currency
exchange rates, decreased sales of the Company's products as a result of increased competitive activities by the Company's competitors and/or decreased performance by third party suppliers. Factors
other than those referred to above could also cause the Company's results to differ materially from expected results.
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