Exhibit 99.1


			PRESS RELEASE

Valvoline Inc. Reports Third Quarter Results

Delivers sales of $439 million with strong profit growth; Adds 46 new stores

LEXINGTON, Ky., August 6, 2025 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its third quarter ended June 30, 2025. All comparisons in this press release are made to the same prior-year period unless otherwise noted.

“For the third quarter, we are pleased to have delivered strong sales, profit and store growth,” said Lori Flees, President and CEO. “Our business continues to demonstrate remarkable resilience in customer demand despite miles driven being modestly down and a slower start to the summer holidays. We delivered good same store sales comps with transaction growth across each month in the quarter.”

Continuing Operations - Operating Results

•Sales of $439 million grew 4%, 12% considering the impact of Refranchising1

•System-wide store sales grew 10% to $890 million and system-wide same store sales (SSS) grew 4.9%

•Reported income from continuing operations of $57 million grew 18% and earnings per diluted share (EPS) of $0.44 increased 19%

•Adjusted EBITDA of $130 million increased 5%, 12% considering the impact of Refranchising1

•Adjusted EPS of $0.47 increased 4%, 18% considering the impact of Refranchising1

•System-wide store additions in the quarter totaled 46

Balance Sheet and Cash Flow

•Cash and cash equivalents balance of $68 million; total debt of $1.1 billion

•Year-to-date operating cash flow from continuing operations of $180 million and free cash flow of $20 million

1 Refer to the definition of Refranchising below.

Outlook

Flees added, “As we look to the remainder of the year, we are narrowing our guidance ranges to reflect our updated expectations for the full year. Our resilient and durable business model continues to position us for strong performance and long-term shareholder value. I’m grateful to our franchise partners and more than 11,000 team members whose dedication drives our performance every day.”

Information regarding the Company’s outlook for fiscal 2025 is provided in the table below:


	Updated Outlook	Prior Outlook
System-wide SSS growth1	5.8% - 6.4%	5% - 7%
System-wide store additions1	no change	160 - 185



Net revenues	$1.69 - $1.72 billion	$1.67 - $1.73 billion

Adjusted EBITDA1	$460 - $470 million	$450 - $470 million
Adjusted EPS1	$1.59 - $1.64	$1.57 - $1.67
Capital expenditures	no change	$230 - $250 million



Share repurchases	$60 million	$40 - $70 million


1 Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.

Valvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP financial measures that are expected to be impacted by items affecting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to the comparable GAAP measures estimated for fiscal 2025 without unreasonable efforts, as the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact these GAAP measures in fiscal 2025 but would not impact non-GAAP adjusted results.

Third Quarter Operating Results



(In millions, except per share amounts and store counts)	Q3 results		YoY growth
Net revenues	$	439.0	4	%
Operating income (a)	$	94.7	1	%
Income from continuing operations (a)	$	57.0	18	%
EPS (a)	$	0.44	19	%
Adjusted EPS (b)	$	0.47	4	%
Adjusted EBITDA (b)	$	129.5	5	%
System-wide store sales (b)	$	889.6	10	%

Q3 results

Quarter change

System-wide stores (b)

2,124

+46

Company-operated stores (c)

983

+33

Franchised stores (b) (c)

1,141

+13

Q3 - YoY growth

System-wide SSS (b)

4.9%


(a)			Includes the effects of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). These key items are delineated within Table 6 - Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share.
(b)			Refer to Key Business Measures, Use of Non-GAAP Measures, Table 4 - Retail Stores Operating Information, Table 6 - Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share, and Table 7 - Non-GAAP Reconciliation - Adjusted Net Revenues and EBITDA from Continuing Operations for management’s definitions of the metrics presented above and reconciliation to the corresponding GAAP measures, where applicable.
(c)			Changes reflect the effects of conversions between company-operated and franchised stores, representing changes in the mix of stores, which do not impact the total system-wide store count.

Refranchising Recast Results

Valvoline completed the sale of 67 stores from company to franchise through three transactions that occurred in the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025 (the “Refranchising”). These conversions combined with executed development agreements will provide significant growth in their respective markets and deliver long-term value to shareholders.

The table below presents as reported and recast results that adjust for the Refranchising as if those transactions occurred immediately prior to October 1, 2023:


	Current year		Prior year				YoY growth
	Q3 FY25 As Reported		Q3 FY24 As Reported		Q3 FY24 Recast		As Reported		Recast
Net revenues	$	439.0	$	421.4	$	393.1	4	%	12	%
Adjusted EBITDA (a)	$	129.5	$	123.2	$	115.6	5	%	12	%
Adjusted EPS (a)(b)	$	0.47	$	0.45	$	0.40	4	%	18	%


	Current year				Prior year				YoY growth
	YTD FY25 As Reported		YTD FY25 Recast		YTD FY24 As Reported		YTD FY24 Recast		As Reported		Recast
Net revenues	$	1,256.5	$	1,244.8	$	1,183.5	$	1,105.7	6	%	13	%
Adjusted EBITDA (a)	$	336.7	$	333.4	$	318.5	$	299.8	6	%	11	%
Adjusted EPS (a)(b)	$	1.14	$	1.11	$	1.11	$	1.01	3	%	10	%


(a)			Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.
(b)			Recast Adjusted EPS was determined utilizing the adjusted effective tax rate in the respective periods and did not assume any changes in interest expense or share counts from reported results that may have occurred if the refranchising transactions had occurred earlier as the recast results assume.

Conference Call Webcast

Valvoline will host a live audio webcast of its third quarter fiscal 2025 conference call today, August 6, 2025, at 9 a.m. ET. The webcast and supporting materials will be accessible through Valvoline's website at http://investors.valvoline.com. Following the live event, an archived version of the webcast and supporting materials will be available.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and system-wide SSS and store sales. Management believes these measures are useful to evaluating and understanding Valvoline's operating performance and should be considered as supplements to, not substitutes for, Valvoline's net revenues and operating income, as determined in accordance with U.S. GAAP.

Net revenues are influenced by the number of service center stores and the business performance of those stores. Stores are considered open upon acquisition or opening for business. Temporary store closings remain in the respective store counts with only permanent store closures reflected in the activity and end of period store counts. For the periods presented herein, SSS is defined as net revenues of U.S. Valvoline Instant Oil ChangeSM (VIOCSM) stores (company-operated, franchised and the combination of these for system-wide SSS) with same stores defined at the beginning of the month following the completion of 12 full months in operation within the system.

Net revenues are limited to sales at company-operated stores, in addition to royalties and other fees from independent franchised and Express Care stores. Although Valvoline does not recognize store-level sales from franchised stores as net revenues in its Statements of Condensed Consolidated Income, management believes system-wide and franchised SSS comparisons, store counts, and total system-wide store sales are useful to assess market position relative to competitors and overall store and operating performance.

Use of Non-GAAP Measures

The following non-GAAP measures are included herein: EBITDA, adjusted EBITDA, and adjusted EBITDA margin; adjusted net income and adjusted diluted earnings per share; and free cash flow and free cash flow excluding growth capital expenditures. Refer to the tables herein for management's definition of each non-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.

Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline's operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, an alternative to, or more meaningful than, the financial results presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and the reconciliations of non-GAAP measures should be carefully evaluated. The manner used to compute the non-GAAP information used by management may differ from the methods used by other companies and may not be comparable.

Refer to the Appendix at the end of this release for descriptions of the adjustments that depart from the computations in accordance with U.S. GAAP.

About Valvoline Inc.

Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at more than 2,100 franchised and company-operated service centers across the United States and Canada. The company completes more than 28 million services annually system-wide, from 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the 11,000 team members who are working to grow the core business, expand the company’s retail network, and plan for the vehicles of the future. For more information, visit vioc.com.

Forward-Looking Statements

Certain statements herein, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transaction to acquire Breeze Autocare, including its Oil Changers stores, the expected timetable for obtaining regulatory approval and completing the proposed transaction, and the benefits and synergies of the proposed transaction; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

TM Trademark, Valvoline Inc., or its subsidiaries, registered in various countries

SM Service mark, Valvoline Inc., or its subsidiaries, registered in various countries

FURTHER INFORMATION

Investor Inquiries

Elizabeth B. Clevinger

+1 (859) 357-3155

IR@valvoline.com

Media Inquiries

Angela Davied

media@valvoline.com


Valvoline Inc. and Consolidated Subsidiaries							Table 1
Statements of Consolidated Income
(In millions, except per share amounts - preliminary and unaudited)

	Three months ended June 30				Nine months ended
					June 30
	2025		2024		2025		2024
Net revenues	$	439.0	$	421.4	$	1,256.5	$	1,183.5
Cost of sales	261.4		253.9		775.5		735.0
Gross profit	177.6		167.5		481.0		448.5
Selling, general and administrative expenses	85.5		77.2		254.6		224.0
Net legacy and separation-related expenses	0.4		0.1		1.6		0.2
Other income, net	(3.0)		(3.2)		(80.6)		(8.3)
Operating income	94.7		93.4		305.4		232.6
Net pension and other postretirement plan (income) expenses	(0.9)		3.4		(2.7)		10.4
Net interest and other financing expenses	18.6		24.8		53.0		53.9
Income before income taxes	77.0		65.2		255.1		168.3
Income tax expense	20.0		17.0		65.9		42.9
Income from continuing operations	57.0		48.2		189.2		125.4
Loss from discontinued operations, net of tax	(0.5)		(2.3)		(3.5)		(6.2)
Net income	$	56.5	$	45.9	$	185.7	$	119.2

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.45	$	0.37	$	1.48	$	0.96
Discontinued operations	(0.01)		(0.02)		(0.03)		(0.05)
Basic earnings per share	$	0.44	$	0.35	$	1.45	$	0.91

Diluted earnings (loss) per share
Continuing operations	$	0.44	$	0.37	$	1.47	$	0.96
Discontinued operations	—		(0.02)		(0.03)		(0.05)
Diluted earnings per share	$	0.44	$	0.35	$	1.44	$	0.91

Weighted average common shares outstanding
Basic	127.6		129.4		128.0		130.3
Diluted	128.2		130.2		128.7		131.2


Valvoline Inc. and Consolidated Subsidiaries					Table 2
Condensed Consolidated Balance Sheets
(In millions - preliminary and unaudited)

			June 30		September 30
			2025		2024
Assets
	Current assets
		Cash and cash equivalents	$	68.3	$	68.3
		Receivables, net	89.8		86.4
		Inventories, net	41.3		39.7
		Prepaid expenses and other current assets	39.6		61.0


	Total current assets		239.0		255.4

	Noncurrent assets
		Property, plant and equipment, net	1,050.5		958.7
		Operating lease assets	329.3		298.6
		Goodwill and intangibles, net	713.1		705.6


		Other noncurrent assets	229.7		220.4


	Total assets		$	2,561.6	$	2,438.7

Liabilities and Stockholders' Equity
	Current liabilities

		Current portion of long-term debt	$	23.8	$	23.8
		Trade and other payables	100.8		117.4
		Accrued expenses and other liabilities	202.9		212.7

	Total current liabilities		327.5		353.9

	Noncurrent liabilities
		Long-term debt	1,055.9		1,070.0
		Employee benefit obligations	170.4		176.2
		Operating lease liabilities	312.2		279.7

		Other noncurrent liabilities	382.0		373.3

	Total noncurrent liabilities		1,920.5		1,899.2

	Stockholders' equity		313.6		185.6

	Total liabilities and stockholders' equity		$	2,561.6	$	2,438.7


Valvoline Inc. and Consolidated Subsidiaries					Table 3
Condensed Consolidated Statements of Cash Flows
(In millions - preliminary and unaudited)

			Nine months ended
			June 30
			2025		2024
Cash flows from operating activities
	Net income		$	185.7	$	119.2
	Adjustments to reconcile net income to cash flows from operating activities:
		Loss from discontinued operations	3.5		6.2
		(Gain) loss on extinguishment of debt	—		5.1
		Gain on sale of operations	(71.6)		—
		Depreciation and amortization	86.6		77.1






		Stock-based compensation expense	7.4		9.4
		Other, net	1.5		1.6
	Change in operating assets and liabilities		(33.1)		(48.6)
	Operating cash flows from continuing operations		180.0		170.0
	Operating cash flows from discontinued operations		(4.7)		(6.2)
	Total cash provided by operating activities		175.3		163.8
Cash flows from investing activities
	Additions to property, plant and equipment		(160.3)		(153.0)

	Acquisitions of businesses		(32.1)		(27.9)

	Proceeds from sale of operations, net of cash disposed		121.0		(3.7)
	Notes receivable, net of repayments of $11.7 in 2025 and $7.5 in 2024		(5.6)		(2.0)

	Proceeds from investments		6.0		350.0
	Other investing activities, net		(0.9)		(2.0)
	Investing cash flows from continuing operations		(71.9)		161.4


Cash flows from financing activities
	Proceeds from borrowings		85.0		200.0

	Repayments on borrowings		(97.8)		(642.8)

	Repurchases of common stock, including excise taxes of $16.4 in 2025		(76.8)		(212.2)

	Other financing activities, net		(14.0)		(17.4)
	Financing cash flows from continuing operations		(103.6)		(672.4)


	Effect of currency exchange rate changes on cash, cash equivalents and restricted cash		(0.2)		0.1
Decrease in cash, cash equivalents and restricted cash			(0.4)		(347.1)
Cash, cash equivalents and restricted cash - beginning of period			68.7		413.1
Cash, cash equivalents and restricted cash - end of period			$	68.3	$	66.0


Valvoline Inc. and Consolidated Subsidiaries							Table 4
Retail Stores Operating Information
(Preliminary and unaudited)

	Three months ended June 30				Nine months ended
					June 30
	2025		2024		2025		2024
Sales information
System-wide store sales - in millions (a)	$889.6		$808.5		$2,535.4		$2,277.5
Year-over-year growth (a)	10.0	%	12.4	%	11.3	%	12.6	%

Same-store sales growth (b)
Company-operated	4.2	%	7.6	%	5.7	%	7.3	%
Franchised (a)	5.4	%	6.7	%	6.5	%	7.6	%
System-wide (a)	4.9	%	7.1	%	6.2	%	7.5	%











		Number of stores at end of period
		Third Quarter 2025	Second Quarter 2025	First Quarter 2025	Fourth Quarter 2024		Third Quarter 2024
Company-operated		983	950	932	950		937
Franchised (a)		1,141	1,128	1,113	1,060		1,024


















					As of June 30
					2025		2024
System-wide store count (a)					2,124		1,961
Year-over-year growth (a)					8.3	%	8.7	%

(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Beginning in fiscal 2025, Valvoline determines SSS growth as the year-over-year change in net revenues of U.S. VIOC same stores (company-operated, franchised and the combination of these for system-wide SSS) with same stores defined as those that have been in operation within the system for at least 12 full months. Previously, SSS was determined utilizing net revenues of U.S. VIOC stores, with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation. Prior period measures presented herein have been revised to conform with the current approach.


Valvoline Inc. and Consolidated Subsidiaries						Table 5
System-wide Retail Stores
(Preliminary and unaudited)

		Company-operated
		Third Quarter 2025	Second Quarter 2025	First Quarter 2025	Fourth Quarter 2024	Third Quarter 2024
Beginning of period		950	932	950	937	919
	Opened	19	12	15	26	12
	Acquired	8	6	6	10	6
	Net conversions between company-operated and franchised	6	—	(39)	(23)	—
	Closed	—	—	—	—	—
End of period		983	950	932	950	937

		Franchised (a)
		Third Quarter 2025	Second Quarter 2025	First Quarter 2025	Fourth Quarter 2024	Third Quarter 2024
Beginning of period		1,128	1,113	1,060	1,024	1,009
	Opened	19	17	14	13	15
	Acquired (b)	—	—	—	—	—
	Net conversions between company-operated and franchised	(6)	—	39	23	—
	Closed	—	(2)	—	—	—
End of period		1,141	1,128	1,113	1,060	1,024

Total system-wide stores (a)		2,124	2,078	2,045	2,010	1,961






(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Represents the acquisition of franchise stores that are new to the Valvoline retail store system by Valvoline Inc.


Valvoline Inc. and Consolidated Subsidiaries								Table 6
Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share
(In millions, except per share amounts - preliminary and unaudited)

		Three months ended June 30				Nine months ended
						June 30
		2025		2024		2025		2024
Reported income from continuing operations		$	57.0	$	48.2	$	189.2	$	125.4
Adjustments:
	Net pension and other postretirement plan (income) expenses	(0.9)		3.4		(2.7)		10.4
	Net legacy and separation-related expenses	0.4		0.1		1.6		0.2
	Information technology transition costs	2.1		1.9		8.5		7.7
	Debt extinguishment and modification costs	—		7.3		—		7.3
	Investment and divestiture-related costs (income)	3.5		0.9		(64.0)		0.9

	Total adjustments, pre-tax	5.1		13.6		(56.6)		26.5
	Income tax (benefit) expense of adjustments	(1.3)		(3.5)		14.3		(6.8)

	Total adjustments, after tax	3.8		10.1		(42.3)		19.7
Adjusted income from continuing operations (a) (b)		$60.8		$58.3		$146.9		$145.1

Reported diluted earnings per share from continuing operations		$	0.44	$	0.37	$	1.47	$0.96
Adjusted diluted earnings per share from continuing operations (b) (c)		$	0.47	$	0.45	$	1.14	$1.11

Weighted average diluted common shares outstanding		128.2		130.2		128.7		131.2

(a)	Adjusted income from continuing operations is defined as income from continuing operations adjusted for the effects of key items.
(b)	Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(c)	Adjusted diluted earnings per share from continuing operations is defined as diluted earnings per share calculated using adjusted income from continuing operations.


Valvoline Inc. and Consolidated Subsidiaries										Table 7
Non-GAAP Reconciliation - Adjusted Net Revenues and EBITDA from Continuing Operations
(In millions - preliminary and unaudited)

	Three months ended June 30						Nine months ended
							June 30
	2025			2024			2025			2024
Reported net revenues (a)	$	439.0		$	421.4		$	1,256.5		$	1,183.5




Income from continuing operations	$	57.0		$	48.2		$	189.2		$	125.4
Add:
Income tax expense	20.0			17.0			65.9			42.9
Net interest and other financing expenses	18.6			24.8			53.0			53.9
Depreciation and amortization	30.2			26.9			86.6			77.1
EBITDA from continuing operations (b) (c)	125.8			116.9			394.7			299.3
Key items:
Net pension and other postretirement plan (income) expenses	(0.9)			3.4			(2.7)			10.4
Net legacy and separation-related expenses	0.4			0.1			1.6			0.2
Information technology transition costs	2.1			1.9			8.5			7.7
Investment and divestiture-related costs (income)	2.1			0.9			(65.4)			0.9

Key items - subtotal	3.7			6.3			(58.0)			19.2
Adjusted EBITDA from continuing operations (b) (c)	$	129.5		$	123.2		$	336.7		$	318.5

Net profit margin (d)	13.0		%	11.4		%	15.1		%	10.6		%
Adjusted EBITDA margin (b) (e)	29.5		%	29.2		%	26.8		%	26.9		%



(a)			Net revenues do not have any key item adjustments in the periods presented herein; therefore, GAAP net revenues and Adjusted net revenues are the same.
(b)			Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(c)			EBITDA from continuing operations is defined as income from continuing operations, plus income tax expense, net interest and other financing expenses, and depreciation and amortization attributable to continuing operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for key items attributable to continuing operations.
(d)			Net profit margin is defined as reported income from continuing operations divided by reported net revenues.
(e)			Adjusted EBITDA margin is defined as Adjusted EBITDA from continuing operations divided by adjusted net revenues.


Valvoline Inc. and Consolidated Subsidiaries			Table 8
Non-GAAP Reconciliation - Free Cash Flows from Continuing Operations
(In millions - preliminary and unaudited)

Free cash flow (a)	Nine months ended
	June 30
	2025		2024
Operating cash flows from continuing operations	$	180.0	$	170.0
Adjustments:
Additions to property, plant and equipment	(160.3)		(153.0)

Free cash flow from continuing operations (b)	$19.7		$17.0

Free cash flow excluding growth capital expenditures (c)	Nine months ended
	June 30
	2025		2024
Operating cash flows from continuing operations	$	180.0	$	170.0
Adjustments:
Maintenance additions to property, plant and equipment	(35.1)		(23.0)

Free cash flow excluding growth capital expenditures (b)	$144.9		$147.0


(a)			Free cash flow is defined as operating cash flows less additions to property, plant and equipment.
(b)			Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(c)			Free cash flow excluding growth capital expenditures is defined as operating cash flows less maintenance additions to property, plant and equipment.

Valvoline Inc. and Consolidated Subsidiaries

Appendix - Description of Non-GAAP Measures and Adjustments

EBITDA measures

Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline’s operating performance between periods on a comparable basis due to the depreciable assets associated with the nature of the Company’s operations, as well as income tax and interest costs related to Valvoline’s tax and capital structures, respectively.

Free cash flow measures

Management uses free cash flow and free cash flow excluding growth capital expenditures as additional non-GAAP metrics of cash flow generation. By including capital expenditures, management is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes maintenance capital expenditures, which are uses of cash that are necessary to maintain the Company's existing business operations, including its retail service center store network, service portfolio, and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or expansion of retail service center stores and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments.

Adjusted profitability measures

Adjusted profitability measures (i.e., adjusted net income, diluted earnings per share and EBITDA) enable the comparison of financial trends and results between periods where certain items may not be reflective of the Company’s underlying and ongoing operational performance or vary independent of business performance.

Key items

The non-GAAP measures used by management exclude the impact of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). Key items are often related to legacy matters or market-driven events considered by management to not be reflective of the ongoing operating performance. Key items may consist of adjustments related to: legacy businesses, including the separation from Valvoline's former parent company, the sale of the former Global Products reportable segment, and the associated impacts of related activity and indemnities; non-service pension and other postretirement plan activity; restructuring-related matters, including organizational restructuring plans, significant acquisitions or divestitures, debt extinguishment and modification, and tax reform legislation; in addition to other matters that management considers non-operational, infrequent or unusual in nature.

Refer to the following for descriptions of the key items that comprise the adjustments which depart from the computations in accordance with U.S. GAAP:

Net pension and other postretirement plan (income) expenses: Includes several elements impacted by changes in plan assets and obligations that are primarily driven by the debt and equity markets, including remeasurement gains and losses, when applicable; and recurring non-service pension and other postretirement net periodic activity, which consists of interest cost, expected return on plan assets and amortization of prior service credits. Management considers these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also legacy amounts that are not directly related to the underlying business and do not have an impact on the compensation and benefits provided to eligible employees for current service.

Net legacy and separation-related expenses: Activity associated with legacy businesses, including the separation from Valvoline’s former parent company and its former Global Products reportable segment. This activity includes the recognition of and adjustments to indemnity obligations to its former parent company; certain legal, financial, professional advisory and consulting fees; and other expenses incurred by the continuing operations in connection with and directly related to these separation transactions and legacy matters. This incremental activity directly attributable to legacy matters and separation transactions is not considered reflective of the underlying operating performance of the Company’s continuing operations.

Information technology transition costs: Consists of expenses incurred directly related to the Company’s information technology transitions, primarily efforts related to implementing stand-alone enterprise resource planning and human resource information systems that generally began in fiscal 2023 following the sale of the former Global Products reportable segment. These expenses include data conversion, training, redundant expenses incurred from duplicative technology platforms, and temporary support, which includes consulting fees and professional services to support certain enhanced manual procedures and material weakness remediation efforts. These incremental costs are directly associated with technology transitions and are not considered to be reflective of the ongoing expenses of operating the Company’s technology platforms.

Investment and divestiture-related costs (income): Consists of activity directly associated with specific significant acquisitions, investments and divestitures, including professional and consulting fees for legal and advisory services, in addition to gains or losses recognized upon disposition, temporary financing costs directly associated with expected transactions, and expense recognized to reduce the carrying values of investments determined to be impaired. This activity is not considered to be reflective of the underlying operating performance of the Company’s ongoing continuing operations.

Debt extinguishment and modification costs: Consists of accelerated amortization of previously capitalized debt issuance costs as well as third-party fees expensed in connection with the execution of the 2030 Notes redemption during the three months ended June 30, 2024. These expenses are not considered to be indicative of the future servicing costs of the Company’s ongoing debt facilities.

VALVOLINE INC 8-K