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“Global Products sales increased by an impressive 29%, highlighting strong volume growth of 9% and continued success in price pass-through of raw material cost increases. The volume growth we are seeing is broad-based and an indicator of continued share gains and our ability to meet customer demand despite supply chain challenges. Our unit margins continue to improve sequentially, and we are confident that we will recover cost increases with price pass-through – as we have done in prior periods of inflation.”



(In millions)			YoY growth (decline)
Retail Services	Q2 results
Segment sales	$	350	23	%
System-wide store sales (a)	$	557	19	%
Operating income	$	77	(4)	%
Adjusted EBITDA (a)	$	95	—	%
	YoY growth
System-wide SSS (a) growth	13.1%

Global Products	Q2 results		YoY growth
Lubricant sales (gallons) (a)	43.3		9	%
Segment sales	$	536	29	%
Operating income	$	74	1	%
Adjusted EBITDA (a)	$	81	1	%
Discretionary free cash flow (a)	$	52	—	%


(a)			Refer to Key Business Measures, Use of Non-GAAP Measures, and Tables 4 and 5, Information by Operating Segment, for a description of the metrics presented above.


	Updated Outlook			Prior Outlook
Operating Items
Sales growth	22	—	24%	19	—	21%
Retail Services system-wide store additions	140	—	160	110	—	130
Retail Services system-wide SSS growth	12	—	14%	9	—	12%
Adjusted EBITDA	no		change	$675	—	$700 million
Corporate Items
Adjusted effective tax rate	no		change	24	—	25%
Adjusted EPS	no		change	$2.07	—	$2.20
Capital expenditures	no		change	$180	—	$200 million
Free cash flow (a)	$260	—	$280 million	$260	—	$300 million

Valvoline’s outlook for adjusted EBITDA, adjusted EPS, free cash flow and the adjusted effective tax rate 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 2022 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 2022 but would not impact non-GAAP adjusted results.

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and SSS; system-wide store sales; and lubricant volumes sold. 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 sales and operating income, as determined in accordance with U.S. GAAP.

Sales in the Retail Services reportable segment 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. SSS is defined as sales by U.S. Retail Services stores (company-operated, franchised and the combination of these for system-wide SSS), with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation as this period is generally required for new store sales levels to begin to normalize.

Retail Services sales are limited to sales at company-operated stores, sales of lubricants and other products to independent franchise and Express Care operators, in addition to royalties and other fees from franchised stores. Although Valvoline does not recognize store-level sales from franchised stores as sales in its Statements of 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 segment operating performance.

To supplement the financial measures prepared in accordance with U.S. GAAP, certain items within this press release are presented on an adjusted basis. These non-GAAP measures, presented on both a consolidated and operating segment basis, have limitations as analytical tools and should not be considered in isolation from, or as 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 non-GAAP information used by management may not be comparable to similar measures disclosed by other companies, because of differing methods used in calculating such measures.

Management believes the use of non-GAAP measures on a consolidated and operating segment basis provides a useful supplemental presentation of Valvoline's operating performance and allows for transparency with respect to key metrics used by management in operating the business and measuring performance. 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.

Adjusted profitability measures enable comparison of financial trends and results between periods where certain items may vary independent of business performance. These adjusted measures 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 and associated

•Net pension and other postretirement plan expense/income - includes several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets, as well as those that are predominantly legacy in nature and related to prior service to the Company from employees (e.g., retirees, former employees and current employees with frozen benefits). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) actuarial gains and losses, and (iv) amortization of prior service costs and credits. Significant factors that can contribute to changes in these elements include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets, and other changes in actuarial assumptions, such as the life expectancy of plan participants. Accordingly, management considers that these elements may be more reflective of changes in current conditions in global financial markets (in particular, interest rates), outside the operational performance of the business, and are also primarily legacy amounts that are not directly related to the underlying business and do not have an immediate, corresponding impact on the compensation and benefits provided to eligible employees for current service. Adjusted profitability measures include the costs of benefits provided to employees for current service, including pension and other postretirement service costs.

•Changes in the last-in, first out (LIFO) inventory reserve - charges or credits recognized in Cost of sales to value certain lubricant inventories at the lower of cost or market using the LIFO method. During inflationary or deflationary pricing environments, the application of LIFO can result in variability of the cost of sales recognized each period as the most recent costs are matched against current sales, while preceding costs are retained in inventories. LIFO adjustments are determined based on published prices, which are difficult to predict and largely dependent on future events. The application of LIFO can impact comparability and enhance the lag period effects between changes in inventory costs and related pricing adjustments.

Management uses free cash flow and discretionary free cash flow as additional non-GAAP metrics of cash flow generation. By including capital expenditures and certain other adjustments, as applicable, 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. Discretionary free cash flow includes maintenance capital expenditures, which are routine uses of cash that are necessary to maintain the Company's operations and provides a supplemental view of cash flow generation to maintain operations before discretionary investments in growth. Free cash flow and discretionary free cash flow have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments.

Valvoline Inc. (NYSE: VVV) is a global leader in vehicle care powering the future of mobility through innovative services and products for vehicles with electric, hybrid and internal combustion powertrains. Established in 1866, the Company introduced the world’s first branded motor oil and developed strong brand recognition and customer satisfaction ratings across multiple service and product channels over the years. The Company operates and franchises approximately 1,600 service center locations and is the No. 2 and No. 3 largest chain in the U.S. and Canada, respectively, by number of stores. With sales in more than 140 countries and territories, Valvoline’s solutions are available for every engine and drivetrain, including high-mileage and heavy-duty vehicles, and are offered at more than 80,000 locations worldwide. Creating the next generation of advanced automotive solutions, Valvoline has established itself as the world’s leading supplier of battery fluids to electric vehicle manufacturers, offering tailored products to help extend vehicle range and efficiency. To learn more, or to find a Valvoline service center near you, visit www.valvoline.com.

Certain statements in this press release, other than statements of historical fact, including estimates, projections and statements related to Valvoline’s business plans and operating results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the Company’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.


Valvoline Inc. and Consolidated Subsidiaries							Table 1
STATEMENTS OF CONSOLIDATED INCOME
(In millions, except per share amounts - preliminary and unaudited)

	Three months ended				Six months ended
	March 31				March 31
	2022		2021		2022		2021
Sales	$	886	$	701	$	1,744	$	1,354
Cost of sales	636		454		1,250		879
GROSS PROFIT	250		247		494		475
Selling, general and administrative expenses	137		129		272		246
Legacy and separation-related expenses	6		—		9		1
Equity and other income, net	(10)		(13)		(25)		(27)
OPERATING INCOME	117		131		238		255
Net pension and other postretirement plan income	(9)		(14)		(18)		(27)
Net interest and other financing expenses	18		55		35		75
INCOME BEFORE INCOME TAXES	108		90		221		207
Income tax expense	27		22		53		52
NET INCOME	$	81	$	68	$	168	$	155


NET EARNINGS PER SHARE
BASIC	$	0.45	$	0.37	$	0.93	$	0.84
DILUTED	$	0.45	$	0.37	$	0.93	$	0.84

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	180		182		180		184
DILUTED	181		183		181		184


Valvoline Inc. and Consolidated Subsidiaries					Table 2
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions - preliminary and unaudited)

			March 31		September 30
			2022		2021
ASSETS
	Current assets
		Cash and cash equivalents	$	118	$	230
		Receivables, net	563		496
		Inventories, net	276		258
		Prepaid expenses and other current assets	59		53
	Total current assets		1,016		1,037

	Noncurrent assets
		Property, plant and equipment, net	843		817
		Operating lease assets	313		307
		Goodwill and intangibles, net	788		775
		Equity method investments	53		47
		Deferred income taxes	13		14
		Other noncurrent assets	222		194
	Total noncurrent assets		2,232		2,154

	Total assets		$	3,248	$	3,191

LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities

		Current portion of long-term debt	$	47	$	17
		Trade and other payables	238		246
		Accrued expenses and other liabilities	300		306
	Total current liabilities		585		569

	Noncurrent liabilities
		Long-term debt	1,648		1,677
		Employee benefit obligations	237		258
		Operating lease liabilities	280		274
		Deferred income taxes	42		26
		Other noncurrent liabilities	256		252
	Total noncurrent liabilities		2,463		2,487

	Stockholders' equity		200		135

	Total liabilities and stockholders’ equity		$	3,248	$	3,191


Valvoline Inc. and Consolidated Subsidiaries					Table 3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions - preliminary and unaudited)

			Six months ended
			March 31
			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income		$	168	$	155
	Adjustments to reconcile net income to cash flows from operating activities
		Loss on extinguishment of debt	—		36
		Depreciation and amortization	50		44

		Deferred income taxes	15		—


		Pension contributions	(1)		(4)

		Stock-based compensation expense	7		6
		Other, net	(3)		2
	Change in operating assets and liabilities		(140)		(49)
Total cash provided by operating activities			96		190

CASH FLOWS FROM INVESTING ACTIVITIES
	Additions to property, plant and equipment		(67)		(74)
	Repayments of notes receivable		5		12

	Acquisitions of businesses		(23)		(223)

	Other investing activities, net		1		9
Total cash used in investing activities			(84)		(276)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from borrowings		185		546

	Repayments on borrowings		(186)		(800)
	Premium paid to extinguish debt		—		(26)
	Repurchases of common stock		(66)		(100)
	Cash dividends paid		(45)		(46)
	Other financing activities		(12)		(5)
Total cash used in financing activities			(124)		(431)
	Effect of currency exchange rate changes on cash, cash equivalents and restricted cash		1		4
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(111)		(513)
Cash, cash equivalents and restricted cash - beginning of period			231		761
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD			$	120	$	248


Valvoline Inc. and Consolidated Subsidiaries											Table 4
INFORMATION BY OPERATING SEGMENT - RETAIL SERVICES
(In millions - preliminary and unaudited)

		Three months ended						Six months ended
		March 31						March 31
		2022			2021			2022			2021
Sales information
Retail Services segment sales		$	350		$	285		$	696		$	539
Year-over-year growth		23		%	34		%	29		%	25		%

System-wide store sales (a)		$	557		$	468		$	1,108		$	889
Year-over-year growth (a)		19		%	29		%	25		%	20		%

Same-store sales growth (b)
Company-operated		10.0		%	19.8		%	15.7		%	12.8		%
Franchised (a)		15.5		%	20.4		%	20.9		%	13.1		%
System-wide (a)		13.1		%	20.2		%	18.6		%	13.0		%

Profitability information
Operating income (c)		$	77		$	80		$	158		$	136
Key items		—			—			—			—
Adjusted operating income (c)		77			80			158			136
Depreciation and amortization		18			15			35			29
Adjusted EBITDA (c)		$	95		$	95		$	193		$	165
Adjusted EBITDA margin (d)		27.1		%	33.3		%	27.7		%	30.6		%

Discretionary cash flow information
Adjusted operating income (c)		$	77		$	80		$	158		$	136
Income tax expense (e)		(19)			(20)			(37)			(35)
Maintenance additions to property, plant and equipment		(5)			(4)			(9)			(7)
Discretionary free cash flow (f)		$	53		$	56		$	112		$	94

(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Valvoline determines SSS growth as sales by U.S. Retail Services stores, with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation.
(c)	Segment adjusted operating income is segment operating income adjusted for key items impacting comparability. Segment adjusted operating income is further adjusted for depreciation and amortization to determine segment adjusted EBITDA. Valvoline does not generally allocate activity below operating income to its operating segments; therefore, the table above reconciles operating income to Adjusted EBITDA.
(d)	Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by segment sales.
(e)	Income tax expense is estimated using the adjusted effective tax rate for the period multiplied by operating segment adjusted operating income.
(f)	Segment discretionary free cash flow is defined as operating segment adjusted operating income after-tax, less maintenance capital expenditures.


Valvoline Inc. and Consolidated Subsidiaries											Table 5
INFORMATION BY OPERATING SEGMENT - GLOBAL PRODUCTS
(In millions - preliminary and unaudited)

		Three months ended						Six months ended
		March 31						March 31
		2022			2021			2022			2021
Volume information
Lubricant sales (gallons)		43.3			39.9			86.4			77.9
Year-over-year growth		9		%	15		%	11		%	10		%

Sales information
Sales by geographic region
North America (a)		$	330		$	242		$	634		$	477
Europe, Middle East and Africa ("EMEA")		67			54			134			105
Asia Pacific		98			88			202			171
Latin America (a)		41			32			78			62
Global Products segment sales		$	536		$	416		$	1,048		$	815
Year-over-year growth		29		%	14		%	29		%	8		%

Profitability information
Operating income (b)		$	74		$	73		$	144		$	161
Key items		—			—			—			—
Adjusted operating income (b)		74			73			144			161
Depreciation and amortization		7			7			14			13
Adjusted EBITDA (b)		$	81		$	80		$	158		$	174
Adjusted EBITDA margin (c)		15.1		%	19.2		%	15.1		%	21.3		%

Discretionary cash flow information
Adjusted operating income (b)		$	74		$	73		$	144		$	161
Income tax expense (d)		(18)			(18)			(34)			(41)
Maintenance additions to property, plant and equipment		(4)			(3)			(6)			(5)
Discretionary free cash flow (e)		$	52		$	52		$	104		$	115

(a)	Valvoline includes the United States and Canada in its North America region. Mexico is included within the Latin America region.
(b)	Segment adjusted operating income is segment operating income adjusted for key items impacting comparability. Segment adjusted operating income is further adjusted for depreciation and amortization to determine segment adjusted EBITDA. Valvoline does not generally allocate activity below operating income to its operating segments; therefore, the table above reconciles operating income to Adjusted EBITDA.
(c)	Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by segment sales.
(d)	Income tax expense is estimated using the adjusted effective tax rate for the period multiplied by operating segment adjusted operating income.
(e)	Segment discretionary free cash flow is defined as operating segment adjusted operating income after-tax, less maintenance capital expenditures.


Valvoline Inc. and Consolidated Subsidiaries								Table 6
RETAIL SERVICES STORE INFORMATION
(Preliminary and unaudited)

			System-wide stores (a)
			Second Quarter 2022	First Quarter 2022	Fourth Quarter 2021	Third Quarter 2021		Second Quarter 2021

	Beginning of period		1,635	1,594	1,569	1,548		1,533
		Opened	19	32	21	17		13
		Acquired	9	12	7	5		3
		Closed	(2)	(3)	(3)	(1)		(1)
	End of period		1,661	1,635	1,594	1,569		1,548

			Number of stores at end of period
			Second Quarter 2022	First Quarter 2022	Fourth Quarter 2021	Third Quarter 2021		Second Quarter 2021

	Company-operated		757	738	719	698		673
	Franchised		904	897	875	871		875

















						March 31
						2022		2021
	System-wide store count (a)					1,661		1,548
	Year-over-year growth					7	%	9	%

(a)		System-wide store count includes franchised service center stores. Valvoline franchises are independent legal entities, and Valvoline does not consolidate the results of operations of its franchisees.


Valvoline Inc. and Consolidated Subsidiaries								Table 7
RECONCILIATION OF NON-GAAP DATA - NET INCOME AND DILUTED EARNINGS PER SHARE
(In millions, except per share amounts - preliminary and unaudited)

		Three months ended				Six months ended
		March 31				March 31
		2022		2021		2022		2021

Reported net income		$	81	$	68	$	168	$	155
Adjustments:
	Net pension and other postretirement plan income	(9)		(14)		(18)		(27)
	Legacy and separation-related expenses	6		—		9		1
	LIFO charge	3		5		9		9
	Business interruption losses (recoveries)	5		(2)		5		(3)
	Information technology transition costs	2		—		3		—
	Debt extinguishment and modification costs	—		36		—		36
	Total adjustments, pre-tax	7		25		8		16
	Income tax benefit of adjustments	(1)		(6)		(1)		(4)

	Total adjustments, after tax	6		19		7		12
Adjusted net income (a)		$	87	$	87	$	175	$	167

Reported diluted earnings per share		$	0.45	$	0.37	$	0.93	$	0.84
Adjusted diluted earnings per share (b)		$	0.48	$	0.48	$	0.96	$	0.91

Weighted average diluted common shares outstanding		181		183		181		184


(a)	Adjusted net income is defined as net income adjusted for key items. Refer to "Use of Non-GAAP Measures" in this press release for management's definition of key items.
(b)	Adjusted diluted earnings per share is defined as earnings per diluted share calculated using adjusted net income.


Valvoline Inc. and Consolidated Subsidiaries							Table 8
RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA
(In millions - preliminary and unaudited)

	Three months ended				Six months ended
	March 31				March 31
	2022		2021		2022		2021
Adjusted EBITDA - Valvoline
Net income	$	81	$	68	$	168	$	155
Add:
Income tax expense	27		22		53		52
Net interest and other financing expenses	18		55		35		75
Depreciation and amortization	25		23		50		44
EBITDA (a)	151		168		306		326
Key items:
Net pension and other postretirement plan income	(9)		(14)		(18)		(27)
Legacy and separation-related expenses	6		—		9		1
LIFO charge	3		5		9		9
Business interruption losses (recoveries)	5		(2)		5		(3)
Information technology transition costs	2		—		3		—

Key items - subtotal	7		(11)		8		(20)
Adjusted EBITDA (a)	$	158	$	157	$	314	$	306

Segment Adjusted EBITDA
Retail Services	$	95	$	95	$	193	$	165
Global Products	81		80		158		174
Segment Adjusted EBITDA (b)	176		175		351		339
Corporate	(18)		(18)		(37)		(33)
Total Adjusted EBITDA (a)	158		157		314		306
Net interest and other financing expenses	(18)		(55)		(35)		(75)
Depreciation and amortization	(25)		(23)		(50)		(44)
Key items	(7)		11		(8)		20
Income before income taxes	$	108	$	90	$	221	$	207


(a)			EBITDA is defined as net income, plus income tax expense, net interest and other financing expenses, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for key items, as described in "Use of Non-GAAP Measures" within this press release.
(b)			Segment adjusted EBITDA represents the operations of the Company's two operating segments, including expenses associated with each segment's utilization of indirect resources. The costs of corporate functions, in addition to certain corporate and non-operational matters, or key items, are not included in segment adjusted EBITDA. The table above reconciles segment adjusted EBITDA to consolidated pre-tax income.


Valvoline Inc. and Consolidated Subsidiaries			Table 9
RECONCILIATION OF NON-GAAP DATA - FREE CASH FLOWS
(In millions - preliminary and unaudited)

Free cash flow (a)	Six months ended
	March 31
	2022		2021
Total cash flows provided by operating activities	$	96	$	190
Adjustments:
Additions to property, plant and equipment	(67)		(74)

Free cash flow	$	29	$	116

Discretionary free cash flow (b)	Six months ended
	March 31
	2022		2021
Total cash flows provided by operating activities	$	96	$	190
Adjustments:
Maintenance additions to property, plant and equipment	(16)		(15)

Discretionary free cash flow	$	80	$	175


(a)			Free cash flow is defined as cash flows from operating activities less capital expenditures and certain other adjustments as applicable.
(b)			Discretionary free cash flow is defined as cash flows from operating activities less maintenance capital expenditures and certain other adjustments as applicable.


			PRESS RELEASE