{"success":true,"data":{"pressRelease":{"id":"109188","rtpr_id":"nBwJZLGSa","ticker":"VVV","exchange":"NYSE","all_tickers":["VVV"],"title":"Valvoline Inc. Reports Third Quarter Results","author":"Business Wire","published_at":"2026-08-05T11:00:00.471Z","article_body":"Valvoline Inc. Reports Third Quarter Results\n\nDelivers 24% top-line growth, 47 net store additions\n\nValvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive\nautomotive maintenance, today reported financial results for its third quarter\nended June 30, 2026. All comparisons in this press release are made to the\nsame prior-year period unless otherwise noted.\n\n“We delivered another strong quarter, with sales and profit growth in line\nwith our expectations,” said Lori Flees, President & CEO. “Top-line\nsales grew 24%, with system-wide same-store sales growth of 8.0%, benefiting\nfrom pricing actions taken in the quarter. We generated healthy profit growth,\nsolid margins and improved SG&A leverage. The team continues to manage the\nbusiness effectively through the changing supply and macro environment. Our\nresults demonstrate the strength, resilience, and growth in our business.”\n\nContinuing Operations - Operating Results\n\n\n * Sales of $545 million grew 24% and system-wide store sales increased 19% to\n$1.05 billion\n\n * System-wide same-store sales (SSS) growth of 8.0%\n\n * Reported income from continuing operations of $65 million grew 14% and diluted\nearnings per share (EPS) of $0.51 increased 16%\n\n * Adjusted EBITDA of $162 million increased 25% and adjusted EPS of $0.57\nincreased 21%\n\n * System-wide net store additions in the quarter totaled 47 (25 franchise and 22\ncompany-operated additions)\n\nBalance Sheet and Cash Flow\n\n\n * Cash and cash equivalents balance of $84 million; total debt of $1.6 billion,\nreflecting a $50 million voluntary prepayment on the Term Loan A\n\n * Year-to-date operating cash flow from continuing operations of $285 million\nand free cash flow of $112 million, an improvement of $93 million over the\nprior year\n\nOutlook\n\nFlees added, “We are operating in a period of meaningful change on the cost\nside of our business. Our team is focused on mitigating the impact of\nincreased finished lubricant costs with pricing actions and ongoing\noperational discipline. We remain confident in the underlying strength of our\nbusiness and our team's execution. As a result, we are narrowing our guidance\nranges and raising full-year system-wide same-store sales expectations.”\n\nInformation regarding the Company’s outlook for fiscal 2026 is provided in\nthe table below:\n   Updated Outlook Prior Outlook \n System-wide SSS growth(1) 7.5% - 8% 5% - 6.5% \n System-wide store additions(1) no change 330 - 360 \n Net revenues $2.05 - $2.1 billion $2.0 - $2.1 billion \n Adjusted EBITDA(1) $550 - $560 million $540 - $560 million \n Adjusted EPS(1) $1.70 - $1.75 $1.65 - $1.75 \n Capital expenditures $240 - $260 million $250 - $280 million \n   \n (1) Refer to the Key Business Measures and Use of Non-GAAP Measures sections \n herein for further information regarding management’s use of these measures. \n\n\nValvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP\nfinancial measures that are expected to be impacted by items affecting\ncomparability. Valvoline is unable to reconcile these forward-looking non-GAAP\nfinancial measures to the comparable GAAP measures estimated for fiscal 2026\nwithout unreasonable efforts, as the Company is currently unable to predict\nwith a reasonable degree of certainty the type and extent of certain items\nthat would be expected to impact these GAAP measures in fiscal 2026 but would\nnot impact non-GAAP adjusted results.\n\nThird Quarter Operating Results\n (In millions, except per share amounts and store counts) Q3 results YoY growth \n Net revenues $ 544.6 24 % \n Operating income( (a)) $ 112.2 18 % \n Income from continuing operations( (a)) $ 65.0 14 % \n EPS ((a)) $ 0.51 16 % \n Adjusted EPS( (b)) $ 0.57 21 % \n Adjusted EBITDA( (b)) $ 162.4 25 % \n System-wide store sales( (b)) $ 1,053.9 19 % \n   Q3 results Quarter change \n System-wide stores( (b))   2,456 +47 \n Company-operated stores( (c))   1,232 +22 \n Franchised stores( (b) (c))   1,224 +25 \n   Q3 - YoY growth \n System-wide SSS( (b)) 8.0 % \n\n (a)   Includes the effects of certain unusual, infrequent or non-operational \n activity not directly attributable to the underlying business, which \n management believes impacts the comparability of operational results between \n periods (“key items”). These key items are delineated within Table 6 - \n Non-GAAP Reconciliation - Income from Continuing Operations and Diluted \n Earnings per Share. \n (b)   Refer to Key Business Measures, Use of Non-GAAP Measures, Table 4 - Retail \n Stores Operating Information, Table 6 - Non-GAAP Reconciliation - Income from \n Continuing Operations and Diluted Earnings per Share, and Table 7 - Non-GAAP \n Reconciliation - Net Revenues and EBITDA from Continuing Operations for \n management’s definitions of the metrics presented above and reconciliation \n to the corresponding GAAP measures, where applicable. \n (c)   Changes reflect the effects of conversions between company-operated and \n franchised stores, representing changes in the mix of stores that do not \n impact the total system-wide store count. \n\n\nConference Call Webcast\n\nValvoline will host a live audio webcast of its third quarter fiscal 2026\nconference call today, August 5, 2026, at 9 a.m. ET. The webcast and\nsupporting materials will be accessible through Valvoline's website at\nhttp://investors.valvoline.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Finvestors.valvoline.com&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Finvestors.valvoline.com&index=1&md5=7f094484a287511d9d9e4468c4757c28)\n. Following the live event, an archived version of the webcast and supporting\nmaterials will be available.\n\nKey Business Measures\n\nValvoline tracks its operating performance and manages its business using\ncertain key measures, including system-wide, company-operated and franchised\nstore counts and system-wide SSS and store sales. Management believes these\nmeasures are useful to evaluating and understanding Valvoline's operating\nperformance and should be considered as supplements to, not substitutes for,\nValvoline's net revenues and operating income, as determined in accordance\nwith U.S. GAAP.\n\nNet revenues are influenced by the number of service center stores and the\nbusiness performance of those stores. Stores are considered open upon\nacquisition or opening for business. Temporary store closings remain in the\nrespective store counts with only permanent store closures reflected in the\nactivity and end of period store counts. SSS is defined as net revenues of\nU.S. Valvoline Instant Oil Change(SM) (VIOC(SM)) system-wide stores that have\nbeen in operation for at least 12 full months within the system, and beginning\nin fiscal 2026, mobile service net revenues in markets that leverage store\nmarketing channels.\n\nNet revenues are limited to sales at company-operated stores, in addition to\nroyalties and other fees from independent franchised and Express Care stores.\nAlthough Valvoline does not recognize store-level sales from franchised stores\nas net revenues in its Statements of Condensed Consolidated Income, management\nbelieves system-wide and franchised SSS comparisons, store counts, and total\nsystem-wide store sales are useful to assess market position relative to\ncompetitors and overall store and operating performance.\n\nUse of Non-GAAP Measures\n\nThe following non-GAAP measures are included herein: EBITDA, adjusted EBITDA,\nand adjusted EBITDA margin; adjusted net income and adjusted diluted earnings\nper share; and free cash flow and free cash flow excluding growth capital\nexpenditures. Refer to the tables herein for management's definition of each\nnon-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.\n\nNon-GAAP measures include adjustments from results based on U.S. GAAP that\nmanagement believes enables comparison of certain financial trends and results\nbetween periods and provides a useful supplemental presentation of Valvoline's\noperating performance that allows for transparency with respect to key metrics\nused by management in operating the business and measuring performance. These\nnon-GAAP measures have limitations as analytical tools and should not be\nconsidered in isolation from, an alternative to, or more meaningful than, the\nfinancial results presented in accordance with U.S. GAAP. The financial\nresults presented in accordance with U.S. GAAP and the reconciliations of\nnon-GAAP measures should be carefully evaluated. The manner used to compute\nthe non-GAAP information used by management may differ from the methods used\nby other companies and may not be comparable.\n\nRefer to the Appendix at the end of this release for descriptions of the\nadjustments that depart from the computations in accordance with U.S. GAAP.\n\nAbout Valvoline( )Inc.\n\nValvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at\napproximately 2,500 franchised and company-operated service centers across the\nUnited States and Canada. The Company completes more than 30 million services\nannually system-wide, from about 15-minute stay-in-your-car oil changes to a\nvariety of manufacturer-recommended maintenance services such as wiper\nreplacements and tire rotations. At Valvoline Inc., it all starts with our\npeople, including the over 13,500 team members who are working to drive the\nfull potential of our core business, deliver sustainable network growth and\ninnovate to meet the evolving needs of our customers and the car parc. For\nmore information, visit vioc.com.\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.vioc.com%2F&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=vioc.com.&index=2&md5=0ecd77b5df109ec7e9433c9ad4dd05cf)\n\nForward-Looking Statements\n\nCertain statements herein, other than statements of historical fact, are\nforward-looking statements within the meaning of the Private Securities\nLitigation Reform Act of 1995. Such forward-looking statements may include,\nwithout limitation, statements about the acquisition of Breeze Autocare,\nincluding its Oil Changers stores, and the integration of the Breeze Autocare\nbusiness and the anticipated benefits and synergies of the acquisition;\nexecuting on the growth strategy to create shareholder value by driving the\nfull potential in Valvoline’s core business, delivering sustainable network\ngrowth and innovating to meet the changing needs of customers and the car\nparc; realizing the benefits from acquisitions and refranchising transactions;\nand future opportunities for the stand-alone retail business; and any other\nstatements regarding Valvoline's future operations, financial or operating\nresults, capital allocation, debt leverage ratio, anticipated business levels,\ndividend policy, anticipated growth, market opportunities, strategies,\ncompetition, and other expectations and targets for future periods. Valvoline\nhas identified some of these forward-looking statements with words such as\n“anticipates,” “believes,” “expects,” “estimates,” “is\nlikely,” “predicts,” “projects,” “forecasts,” “may,”\n“will,” “should,” and “intends,” and the negative of these words\nor other comparable terminology. These forward-looking statements are based on\nValvoline’s current expectations, estimates, projections, and assumptions as\nof the date such statements are made and are subject to risks and\nuncertainties that may cause results to differ materially from those expressed\nor implied in the forward-looking statements. Additional information regarding\nthese risks and uncertainties are described in Valvoline’s filings with the\nSecurities and Exchange Commission (the “SEC”), including in the “Risk\nFactors,” “Management’s Discussion and Analysis of Financial Condition\nand Results of Operations,” and “Quantitative and Qualitative Disclosures\nabout Market Risk” sections of Valvoline’s most recently filed periodic\nreports on Forms 10-K and 10-Q, which are available on Valvoline’s website\nat http://investors.valvoline.com/sec-filings\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.valvoline.com%2Ffinancials%2Fsec-filings%2Fdefault.aspx&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Finvestors.valvoline.com%2Fsec-filings&index=3&md5=621e67d9466033b2c9c171b0b75bced8)\nor on the SEC’s website at http://www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2F&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=4&md5=7715f4f9f9c7c8091bd683c5ebaf99f0)\n. Valvoline assumes no obligation to update or revise these forward-looking\nstatements for any reason, even if new information becomes available in the\nfuture, unless required by law.\n\n(TM) Trademark, Valvoline Inc., or its subsidiaries, registered in various\ncountries\n\n(SM) Service mark, Valvoline Inc., or its subsidiaries, registered in various\ncountries\n\n \n Valvoline Inc. and Consolidated Subsidiaries       Table 1 \n Statements of Consolidated Income         \n (In millions, except per share amounts - preliminary and unaudited)         \n                     \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Net revenues   $ 544.6     $ 439.0     $ 1,510.2     $ 1,256.5   \n Cost of sales     329.7       261.4       935.8       775.5   \n Gross profit     214.9       177.6       574.4       481.0   \n Selling, general and administrative expenses     103.0       82.8       308.5       246.8   \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Other (income) loss, net     (0.4 )     (0.3 )     43.2       (72.8 ) \n Operating income     112.2       94.7       216.5       305.4   \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net interest and other financing expenses     27.9       18.6       81.1       53.0   \n Income before income taxes     85.6       77.0       139.1       255.1   \n Income tax expense     20.6       20.0       61.0       65.9   \n Income from continuing operations     65.0       57.0       78.1       189.2   \n Loss from discontinued operations, net of tax     (0.5 )     (0.5 )     (1.6 )     (3.5 ) \n Net income   $ 64.5     $ 56.5     $ 76.5     $ 185.7   \n                   \n Net earnings per share                 \n Basic earnings (loss) per share                 \n Continuing operations   $ 0.51     $ 0.45     $ 0.61     $ 1.48   \n Discontinued operations     —       (0.01 )     (0.01 )     (0.03 ) \n Basic earnings per share   $ 0.51     $ 0.44     $ 0.60     $ 1.45   \n                     \n Diluted earnings (loss) per share                 \n Continuing operations   $ 0.51     $ 0.44     $ 0.61     $ 1.47   \n Discontinued operations     —       —       (0.01 )     (0.03 ) \n Diluted earnings per share   $ 0.51     $ 0.44     $ 0.60     $ 1.44   \n                   \n Weighted average common shares outstanding             \n Basic     127.8       127.6       127.8       128.0   \n Diluted     128.4       128.2       128.3       128.7   \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 2 \n Condensed Consolidated Balance Sheets         \n (In millions - preliminary and unaudited)         \n           \n     June 30   September 30 \n   2026   2025 \n Assets         \n Current assets       \n Cash and cash equivalents   $ 84.2   $ 51.6 \n Receivables, net     102.8     89.6 \n Inventories, net     50.4     42.6 \n Prepaid expenses and other current assets     47.0     59.9 \n Total current assets     284.4     243.7 \n           \n Noncurrent assets       \n Property, plant and equipment, net     1,280.7     1,134.6 \n Operating lease assets     401.4     331.8 \n Goodwill and intangibles, net     1,283.3     740.5 \n Other noncurrent assets     231.8     219.8 \n Total assets   $ 3,481.6   $ 2,670.4 \n           \n Liabilities and Stockholders' Equity         \n Current liabilities       \n Current portion of long-term debt   $ 31.1   $ 23.8 \n Trade and other payables     119.8     118.9 \n Accrued expenses and other liabilities     254.5     204.7 \n Total current liabilities     405.4     347.4 \n           \n Noncurrent liabilities       \n Long-term debt     1,570.9     1,050.2 \n Employee benefit obligations     178.9     187.5 \n Operating lease liabilities     377.3     315.3 \n Other noncurrent liabilities     532.4     431.5 \n Total noncurrent liabilities     2,659.5     1,984.5 \n           \n Stockholders' equity   416.7     338.5 \n           \n Total liabilities and stockholders' equity   $ 3,481.6   $ 2,670.4 \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 3 \n Condensed Consolidated Statements of Cash Flows     \n (In millions - preliminary and unaudited)         \n           \n     Nine months ended \n   June 30 \n     2026       2025   \n Cash flows from operating activities         \n Net income   $ 76.5     $ 185.7   \n Adjustments to reconcile net income to cash flows from operating activities:         \n Loss from discontinued operations     1.6       3.5   \n Loss (gain) on sale of operations     43.6       (71.6 ) \n Depreciation and amortization     109.3       86.6   \n Stock-based compensation expense     9.3       7.4   \n Other, net     6.1       1.5   \n Change in operating assets and liabilities     38.2       (33.1 ) \n Operating cash flows from continuing operations     284.6       180.0   \n Operating cash flows from discontinued operations     —       (4.7 ) \n Total cash provided by operating activities     284.6       175.3   \n Cash flows from investing activities         \n Additions to property, plant and equipment     (172.3 )     (160.3 ) \n Acquisitions, net of cash acquired     (652.5 )     (32.1 ) \n Proceeds from sale of operations     63.6       121.0   \n Issuances of notes receivable     (16.3 )     (17.3 ) \n Repayments of notes receivable     17.7       11.7   \n Other investing activities, net     (1.5 )     5.1   \n Total cash used in investing activities     (761.3 )     (71.9 ) \n Cash flows from financing activities         \n Proceeds from borrowings     755.0       85.0   \n Payments of debt issuance costs and discounts     (14.5 )     (2.0 ) \n Repayments on borrowings     (214.7 )     (97.8 ) \n Repurchases of common stock, including excise taxes of $16.4 in 2025     —       (76.8 ) \n Other financing activities, net     (16.3 )     (12.0 ) \n Total cash provided by (used in) financing activities     509.5       (103.6 ) \n Effect of currency exchange rate changes on cash, cash equivalents and     (0.2 )     (0.2 ) \n restricted cash \n Increase (decrease) in cash, cash equivalents and restricted cash     32.6       (0.4 ) \n Cash, cash equivalents and restricted cash - beginning of period     51.6       68.7   \n Cash, cash equivalents and restricted cash - end of period   $ 84.2     $ 68.3   \n\n Valvoline Inc. and Consolidated Subsidiaries     Table 4 \n Retail Stores Operating Information       \n (Preliminary and unaudited)       \n           \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Sales information                 \n Store sales - in millions                 \n Company-operated   $ 481.0     $ 382.6     $ 1,340.0     $ 1,100.6   \n Franchised ((a))     572.9       507.0       1,624.1       1,434.8   \n System-wide store sales( (a))   $ 1,053.9     $ 889.6     $ 2,964.1     $ 2,535.4   \n Year-over-year growth( (a))     18.5 %     10.0 %     16.9 %     11.3 % \n                   \n System-wide same-store sales growth ((a)(b))     8.0 %     4.9 %     7.4 %     6.2 % \n\n       Number of stores at end of period \n       Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Company-operated   1,232   1,210   1,196   1,016     983   \n Franchised ((a))   1,224   1,199   1,184   1,164     1,141   \n                         \n   As of June 30 \n 2026   2025 \n System-wide store count ((a))               2,456     2,124   \n Year-over-year growth( (a))               15.6 %   8.3 % \n                         \n (a) Measures include Valvoline franchisees, which are independent legal entities. \n Valvoline does not consolidate the results of operations of its franchisees. \n (b) Valvoline determines SSS growth as the year-over-year change in net revenues \n of U.S. VIOC system-wide same stores with same stores defined as those that \n have been in operation within the system for at least 12 full months, and \n beginning in fiscal 2026, mobile service net revenues in markets that leverage \n store marketing channels. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 5 \n System-wide Retail Stores         \n (Preliminary and unaudited)         \n               \n     Company-operated \n     Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Beginning of period   1,210     1,196     1,016     983     950   \n Opened   15     8     26     26     19   \n Acquired   5     3     210     8     8   \n Divested( (a))   —     —     (45 )   —     —   \n Net conversions between company-operated and franchised   3     4     (10 )   —     6   \n Closed   (1 )   (1 )   (1 )   (1 )   —   \n End of period   1,232     1,210     1,196     1,016     983   \n                       \n     Franchised ((b)) \n     Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Beginning of period   1,199     1,184     1,164     1,141     1,128   \n Opened   26     20     13     24     19   \n Acquired( (c))   —     —     —     —     —   \n Net conversions between company-operated and franchised   —     (4 )   10     —     (6 ) \n Closed   (1 )   (1 )   (3 )   (1 )   —   \n End of period   1,224     1,199     1,184     1,164     1,141   \n                       \n Total system-wide stores( (b))   2,456     2,409     2,380     2,180     2,124   \n                       \n (a) Divested stores represent those acquired in connection with the Breeze \n Autocare acquisition and immediately divested as required by the Federal Trade \n Commission. \n (b) Measures include Valvoline franchisees, which are independent legal \n entities. Valvoline does not consolidate the results of operations of its \n franchisees. \n (c) Represents the acquisition of franchise stores that are new to the \n Valvoline retail store system by Valvoline Inc. \n\n Valvoline Inc. and Consolidated Subsidiaries   Table 6 \n Non-GAAP Reconciliation - Income from Continuing Operations and Diluted     \n Earnings per Share \n (In millions, except per share amounts - preliminary and unaudited)     \n                   \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n       \n       2026       2025       2026       2025   \n Reported income from continuing operations   $ 65.0     $ 57.0     $ 78.1     $ 189.2   \n Adjustments:                 \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Information technology transition and material weakness remediation costs     7.0       2.1       12.8       8.5   \n Debt extinguishment and modification costs     0.8       —       0.8       —   \n Investment and divestiture-related costs (income) ((a))     5.8       3.5       75.3       (64.0 ) \n Total adjustments, pre-tax     12.4       5.1       91.4       (56.6 ) \n Income tax (benefit) expense of adjustments     (2.8 )     (1.3 )     1.3       14.3   \n Income tax adjustments ((b))     (1.7 )     —       1.7       —   \n Total adjustments, after tax     7.9       3.8       94.4       (42.3 ) \n Adjusted income from continuing operations( (c) (d))   $ 72.9     $ 60.8     $ 172.5     $ 146.9   \n                   \n Reported diluted earnings per share from continuing operations   $ 0.51     $ 0.44     $ 0.61     $ 1.47   \n Adjusted diluted earnings per share from continuing operations( (d) (e))   $ 0.57     $ 0.47     $ 1.34     $ 1.14   \n                   \n Weighted average diluted common shares outstanding     128.4       128.2       128.3       128.7   \n   \n (a) Includes certain pre-tax key item activity within amortization and net \n interest and other financing expenses that do not impact EBITDA but impact \n pre-tax adjusted earnings. \n (b) Income tax adjustments include the effects associated with investment and \n divestiture-related activity, which is further described in the Appendix. \n (c) Adjusted income from continuing operations is defined as income from \n continuing operations adjusted for the effects of key items. \n (d) Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and \n the Appendix for additional details. \n (e) Adjusted diluted earnings per share from continuing operations is defined \n as diluted earnings per share calculated using adjusted income from continuing \n operations. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 7 \n Non-GAAP Reconciliation - Net Revenues and EBITDA from Continuing Operations \n (In millions - preliminary and unaudited)         \n                   \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Reported net revenues ((a)) $ 544.6     $ 439.0     $ 1,510.2     $ 1,256.5   \n                   \n Income from continuing operations   $ 65.0     $ 57.0     $ 78.1     $ 189.2   \n Add:                 \n Income tax expense     20.6       20.0       61.0       65.9   \n Net interest and other financing expenses     27.9       18.6       81.1       53.0   \n Depreciation and amortization     38.2       30.2       109.3       86.6   \n EBITDA from continuing operations( (b) (c))     151.7       125.8       329.5       394.7   \n Key items:                 \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Information technology transition and material weakness remediation costs     7.0       2.1       12.8       8.5   \n Investment and divestiture-related costs (income) ((d))     4.9       2.1       68.6       (65.4 ) \n Key items - subtotal     10.7       3.7       83.9       (58.0 ) \n Adjusted EBITDA from continuing operations( (b) (c))   $ 162.4     $ 129.5     $ 413.4     $ 336.7   \n                   \n Net profit margin( (e))   11.9 %     13.0 %     5.2 %     15.1 % \n Adjusted EBITDA margin( (b) (f))   29.8 %     29.5 %     27.4 %     26.8 % \n                   \n\n (a)   Net revenues do not have any key item adjustments in the periods presented \n herein; therefore, GAAP net revenues and Adjusted net revenues are the same. \n (b)   Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the \n Appendix for additional details. \n (c)   EBITDA from continuing operations is defined as income from continuing \n operations, plus income tax expense, net interest and other financing \n expenses, and depreciation and amortization attributable to continuing \n operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for \n key items attributable to continuing operations. \n (d)   Includes certain pre-tax key item activity within amortization and net \n interest and other financing expenses that do not impact Adjusted EBITDA but \n impact pre-tax adjusted earnings. \n (e)   Net profit margin is defined as reported income from continuing operations \n divided by reported net revenues. \n (f)   Adjusted EBITDA margin is defined as Adjusted EBITDA from continuing \n operations divided by adjusted net revenues. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 8 \n Non-GAAP Reconciliation - Free Cash Flows from Continuing Operations     \n (In millions - preliminary and unaudited)         \n           \n Free cash flow( (a))   Nine months ended \n   June 30 \n     2026       2025   \n Operating cash flows from continuing operations   $ 284.6     $ 180.0   \n Adjustments:         \n Additions to property, plant and equipment     (172.3 )     (160.3 ) \n Free cash flow from continuing operations ((b))   $ 112.3     $ 19.7   \n           \n Free cash flow excluding growth capital expenditures( (c))   Nine months ended \n   June 30 \n     2026       2025   \n Operating cash flows from continuing operations   $ 284.6     $ 180.0   \n Adjustments:         \n Maintenance additions to property, plant and equipment     (43.3 )     (35.1 ) \n Free cash flow excluding growth capital expenditures ((b))   $ 241.3     $ 144.9   \n           \n\n (a)   Free cash flow is defined as operating cash flows less additions to property, \n plant and equipment. \n (b)   Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the \n Appendix for additional details. \n (c)   Free cash flow excluding growth capital expenditures is defined as operating \n cash flows less maintenance additions to property, plant and equipment. \n\n Valvoline Inc. and Consolidated Subsidiaries \n Appendix - Description of Non-GAAP Measures and Adjustments \n\n\nEBITDA measures\n\nManagement believes EBITDA measures provide a meaningful supplemental\npresentation of Valvoline’s operating performance between periods on a\ncomparable basis due to the depreciable assets associated with the nature of\nthe Company’s operations, as well as income tax and interest costs related\nto Valvoline’s tax and capital structures, respectively.\n\nFree cash flow measures\n\nManagement uses free cash flow and free cash flow excluding growth capital\nexpenditures as additional non-GAAP metrics of cash flow generation. By\nincluding capital expenditures, management is able to provide an indication of\nthe ongoing cash being generated that is ultimately available for both debt\nand equity holders as well as other investment opportunities. Free cash flow\nincludes the impact of capital expenditures, providing a supplemental view of\ncash generation. Free cash flow excluding growth capital expenditures includes\nmaintenance capital expenditures, which are uses of cash that are necessary to\nmaintain the Company's existing business operations, including its retail\nservice center store network, service portfolio, and support functions. Free\ncash flow excluding growth capital expenditures provides a supplemental view\nof cash flow generation before investments in growth capital, which expand\nfuture business operations, including the opening or expansion of retail\nservice center stores and service capabilities. Free cash flow and free cash\nflow excluding growth capital expenditures have certain limitations, including\nthat they do not reflect adjustments for certain non-discretionary cash\nexpenditures, such as mandatory debt repayments.\n\nAdjusted profitability measures\n\nAdjusted profitability measures (i.e., adjusted net income, diluted earnings\nper share and EBITDA) enable the comparison of financial trends and results\nbetween periods where certain items may not be reflective of the Company’s\nunderlying and ongoing operational performance or vary independent of business\nperformance.\n\nKey items\n\nThe non-GAAP measures used by management exclude the impact of certain\nunusual, infrequent or non-operational activity not directly attributable to\nthe underlying business, which management believes impacts the comparability\nof operational results between periods (“key items”). Key items are often\nrelated to legacy matters or market-driven events considered by management to\nnot be reflective of the ongoing operating performance. Key items may consist\nof adjustments related to: legacy businesses, including the separation from\nValvoline's former parent company, the sale of the former Global Products\nreportable segment, and the associated impacts of related activity and\nindemnities; non-service pension and other postretirement plan activity;\nrestructuring-related matters, including organizational restructuring plans,\nsignificant acquisitions or divestitures, debt extinguishment and\nmodification, and tax reform legislation; in addition to other matters that\nmanagement considers non-operational, infrequent or unusual in nature.\n\nRefer to the following for descriptions of the key items that comprise the\nadjustments which depart from the computations in accordance with U.S. GAAP:\n\nNet pension and other postretirement plan income: Includes several elements\nimpacted by changes in plan assets and obligations that are primarily driven\nby the debt and equity markets, including remeasurement gains and losses, when\napplicable; and recurring non-service pension and other postretirement net\nperiodic activity, which consists of interest cost, expected return on plan\nassets and amortization of prior service credits. Management considers these\nelements are more reflective of changes in current conditions in global\nmarkets (in particular, interest rates), outside the operational performance\nof the business, and are also legacy amounts that are not directly related to\nthe underlying business and do not have an impact on the compensation and\nbenefits provided to eligible employees for current service.\n\nNet legacy and separation-related expenses: Activity associated with legacy\nbusinesses, including the separation from Valvoline’s former parent company\nand its former Global Products reportable segment. This activity includes the\nrecognition of and adjustments to indemnity obligations to its former parent\ncompany; certain legal, financial, professional advisory and consulting fees;\nand other expenses incurred by the continuing operations in connection with\nand directly related to these separation transactions and legacy matters. This\nincremental activity directly attributable to legacy matters and separation\ntransactions is not considered reflective of the underlying operating\nperformance of the Company’s continuing operations.\n\nInformation technology transition and material weakness remediation costs:\nConsists of expenses incurred directly related to the Company’s information\ntechnology transitions, primarily efforts related to implementing stand-alone\nenterprise resource planning and human resource information systems that\ngenerally began in fiscal 2023 following the sale of the former Global\nProducts reportable segment. These expenses include data conversion, training,\nredundant expenses incurred from duplicative technology platforms, and\ntemporary support, which includes consulting fees and professional services to\nsupport certain enhanced manual procedures and material weakness remediation\nefforts, including costs resulting from process changes implemented in\nremediating the material weakness. These incremental costs are directly\nassociated with technology transitions and material weakness remediation\nefforts and are not considered to be reflective of the ongoing expenses of\noperating the Company’s technology platforms and control environment once\nthe material weakness is remediated.\n\nInvestment and divestiture-related costs (income): Consists of activity\ndirectly associated with specific significant acquisitions, investments and\ndivestitures, including professional and consulting fees for legal and\nadvisory services, in addition to gains or losses recognized upon disposition,\ntemporary financing costs directly associated with transactions, certain\nacquisition-related incentive compensation costs, amortization of Breeze\nacquired intangible assets, and expense recognized to adjust the carrying\nvalues of related assets determined to be impaired. This activity is not\nconsidered to be reflective of the underlying operating performance of the\nCompany’s ongoing continuing operations.\n\nDebt extinguishment and modification costs: Consists of fees paid to creditors\nand accelerated amortization of previously capitalized debt issuance costs as\nwell as third-party fees expensed in connection with amendments to the\nCompany’s debt facilities. These expenses are not considered to be\nindicative of the future servicing costs of the Company's ongoing debt\nfacilities.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260805008464/en/\n(https://www.businesswire.com/news/home/20260805008464/en/)\n\nFURTHER INFORMATION\n\nInvestor Inquiries \n\nElizabeth B. Clevinger\n\n+1 (859) 357-3155\n\nIR@valvoline.com (mailto:IR@valvoline.com)\n\nMedia Inquiries \n\nAngela Davied\n\nmedia@valvoline.com (mailto:media@valvoline.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwJZLGSa","title":"Valvoline Inc. Reports Third Quarter Results","author":"Business Wire","ticker":"VVV","created":"2026-08-05T11:00:00.471Z","tickers":["VVV"],"exchange":"NYSE","article_body":"Valvoline Inc. Reports Third Quarter Results\n\nDelivers 24% top-line growth, 47 net store additions\n\nValvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive\nautomotive maintenance, today reported financial results for its third quarter\nended June 30, 2026. All comparisons in this press release are made to the\nsame prior-year period unless otherwise noted.\n\n“We delivered another strong quarter, with sales and profit growth in line\nwith our expectations,” said Lori Flees, President & CEO. “Top-line\nsales grew 24%, with system-wide same-store sales growth of 8.0%, benefiting\nfrom pricing actions taken in the quarter. We generated healthy profit growth,\nsolid margins and improved SG&A leverage. The team continues to manage the\nbusiness effectively through the changing supply and macro environment. Our\nresults demonstrate the strength, resilience, and growth in our business.”\n\nContinuing Operations - Operating Results\n\n\n * Sales of $545 million grew 24% and system-wide store sales increased 19% to\n$1.05 billion\n\n * System-wide same-store sales (SSS) growth of 8.0%\n\n * Reported income from continuing operations of $65 million grew 14% and diluted\nearnings per share (EPS) of $0.51 increased 16%\n\n * Adjusted EBITDA of $162 million increased 25% and adjusted EPS of $0.57\nincreased 21%\n\n * System-wide net store additions in the quarter totaled 47 (25 franchise and 22\ncompany-operated additions)\n\nBalance Sheet and Cash Flow\n\n\n * Cash and cash equivalents balance of $84 million; total debt of $1.6 billion,\nreflecting a $50 million voluntary prepayment on the Term Loan A\n\n * Year-to-date operating cash flow from continuing operations of $285 million\nand free cash flow of $112 million, an improvement of $93 million over the\nprior year\n\nOutlook\n\nFlees added, “We are operating in a period of meaningful change on the cost\nside of our business. Our team is focused on mitigating the impact of\nincreased finished lubricant costs with pricing actions and ongoing\noperational discipline. We remain confident in the underlying strength of our\nbusiness and our team's execution. As a result, we are narrowing our guidance\nranges and raising full-year system-wide same-store sales expectations.”\n\nInformation regarding the Company’s outlook for fiscal 2026 is provided in\nthe table below:\n   Updated Outlook Prior Outlook \n System-wide SSS growth(1) 7.5% - 8% 5% - 6.5% \n System-wide store additions(1) no change 330 - 360 \n Net revenues $2.05 - $2.1 billion $2.0 - $2.1 billion \n Adjusted EBITDA(1) $550 - $560 million $540 - $560 million \n Adjusted EPS(1) $1.70 - $1.75 $1.65 - $1.75 \n Capital expenditures $240 - $260 million $250 - $280 million \n   \n (1) Refer to the Key Business Measures and Use of Non-GAAP Measures sections \n herein for further information regarding management’s use of these measures. \n\n\nValvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP\nfinancial measures that are expected to be impacted by items affecting\ncomparability. Valvoline is unable to reconcile these forward-looking non-GAAP\nfinancial measures to the comparable GAAP measures estimated for fiscal 2026\nwithout unreasonable efforts, as the Company is currently unable to predict\nwith a reasonable degree of certainty the type and extent of certain items\nthat would be expected to impact these GAAP measures in fiscal 2026 but would\nnot impact non-GAAP adjusted results.\n\nThird Quarter Operating Results\n (In millions, except per share amounts and store counts) Q3 results YoY growth \n Net revenues $ 544.6 24 % \n Operating income( (a)) $ 112.2 18 % \n Income from continuing operations( (a)) $ 65.0 14 % \n EPS ((a)) $ 0.51 16 % \n Adjusted EPS( (b)) $ 0.57 21 % \n Adjusted EBITDA( (b)) $ 162.4 25 % \n System-wide store sales( (b)) $ 1,053.9 19 % \n   Q3 results Quarter change \n System-wide stores( (b))   2,456 +47 \n Company-operated stores( (c))   1,232 +22 \n Franchised stores( (b) (c))   1,224 +25 \n   Q3 - YoY growth \n System-wide SSS( (b)) 8.0 % \n\n (a)   Includes the effects of certain unusual, infrequent or non-operational \n activity not directly attributable to the underlying business, which \n management believes impacts the comparability of operational results between \n periods (“key items”). These key items are delineated within Table 6 - \n Non-GAAP Reconciliation - Income from Continuing Operations and Diluted \n Earnings per Share. \n (b)   Refer to Key Business Measures, Use of Non-GAAP Measures, Table 4 - Retail \n Stores Operating Information, Table 6 - Non-GAAP Reconciliation - Income from \n Continuing Operations and Diluted Earnings per Share, and Table 7 - Non-GAAP \n Reconciliation - Net Revenues and EBITDA from Continuing Operations for \n management’s definitions of the metrics presented above and reconciliation \n to the corresponding GAAP measures, where applicable. \n (c)   Changes reflect the effects of conversions between company-operated and \n franchised stores, representing changes in the mix of stores that do not \n impact the total system-wide store count. \n\n\nConference Call Webcast\n\nValvoline will host a live audio webcast of its third quarter fiscal 2026\nconference call today, August 5, 2026, at 9 a.m. ET. The webcast and\nsupporting materials will be accessible through Valvoline's website at\nhttp://investors.valvoline.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Finvestors.valvoline.com&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Finvestors.valvoline.com&index=1&md5=7f094484a287511d9d9e4468c4757c28)\n. Following the live event, an archived version of the webcast and supporting\nmaterials will be available.\n\nKey Business Measures\n\nValvoline tracks its operating performance and manages its business using\ncertain key measures, including system-wide, company-operated and franchised\nstore counts and system-wide SSS and store sales. Management believes these\nmeasures are useful to evaluating and understanding Valvoline's operating\nperformance and should be considered as supplements to, not substitutes for,\nValvoline's net revenues and operating income, as determined in accordance\nwith U.S. GAAP.\n\nNet revenues are influenced by the number of service center stores and the\nbusiness performance of those stores. Stores are considered open upon\nacquisition or opening for business. Temporary store closings remain in the\nrespective store counts with only permanent store closures reflected in the\nactivity and end of period store counts. SSS is defined as net revenues of\nU.S. Valvoline Instant Oil Change(SM) (VIOC(SM)) system-wide stores that have\nbeen in operation for at least 12 full months within the system, and beginning\nin fiscal 2026, mobile service net revenues in markets that leverage store\nmarketing channels.\n\nNet revenues are limited to sales at company-operated stores, in addition to\nroyalties and other fees from independent franchised and Express Care stores.\nAlthough Valvoline does not recognize store-level sales from franchised stores\nas net revenues in its Statements of Condensed Consolidated Income, management\nbelieves system-wide and franchised SSS comparisons, store counts, and total\nsystem-wide store sales are useful to assess market position relative to\ncompetitors and overall store and operating performance.\n\nUse of Non-GAAP Measures\n\nThe following non-GAAP measures are included herein: EBITDA, adjusted EBITDA,\nand adjusted EBITDA margin; adjusted net income and adjusted diluted earnings\nper share; and free cash flow and free cash flow excluding growth capital\nexpenditures. Refer to the tables herein for management's definition of each\nnon-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.\n\nNon-GAAP measures include adjustments from results based on U.S. GAAP that\nmanagement believes enables comparison of certain financial trends and results\nbetween periods and provides a useful supplemental presentation of Valvoline's\noperating performance that allows for transparency with respect to key metrics\nused by management in operating the business and measuring performance. These\nnon-GAAP measures have limitations as analytical tools and should not be\nconsidered in isolation from, an alternative to, or more meaningful than, the\nfinancial results presented in accordance with U.S. GAAP. The financial\nresults presented in accordance with U.S. GAAP and the reconciliations of\nnon-GAAP measures should be carefully evaluated. The manner used to compute\nthe non-GAAP information used by management may differ from the methods used\nby other companies and may not be comparable.\n\nRefer to the Appendix at the end of this release for descriptions of the\nadjustments that depart from the computations in accordance with U.S. GAAP.\n\nAbout Valvoline( )Inc.\n\nValvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at\napproximately 2,500 franchised and company-operated service centers across the\nUnited States and Canada. The Company completes more than 30 million services\nannually system-wide, from about 15-minute stay-in-your-car oil changes to a\nvariety of manufacturer-recommended maintenance services such as wiper\nreplacements and tire rotations. At Valvoline Inc., it all starts with our\npeople, including the over 13,500 team members who are working to drive the\nfull potential of our core business, deliver sustainable network growth and\ninnovate to meet the evolving needs of our customers and the car parc. For\nmore information, visit vioc.com.\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.vioc.com%2F&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=vioc.com.&index=2&md5=0ecd77b5df109ec7e9433c9ad4dd05cf)\n\nForward-Looking Statements\n\nCertain statements herein, other than statements of historical fact, are\nforward-looking statements within the meaning of the Private Securities\nLitigation Reform Act of 1995. Such forward-looking statements may include,\nwithout limitation, statements about the acquisition of Breeze Autocare,\nincluding its Oil Changers stores, and the integration of the Breeze Autocare\nbusiness and the anticipated benefits and synergies of the acquisition;\nexecuting on the growth strategy to create shareholder value by driving the\nfull potential in Valvoline’s core business, delivering sustainable network\ngrowth and innovating to meet the changing needs of customers and the car\nparc; realizing the benefits from acquisitions and refranchising transactions;\nand future opportunities for the stand-alone retail business; and any other\nstatements regarding Valvoline's future operations, financial or operating\nresults, capital allocation, debt leverage ratio, anticipated business levels,\ndividend policy, anticipated growth, market opportunities, strategies,\ncompetition, and other expectations and targets for future periods. Valvoline\nhas identified some of these forward-looking statements with words such as\n“anticipates,” “believes,” “expects,” “estimates,” “is\nlikely,” “predicts,” “projects,” “forecasts,” “may,”\n“will,” “should,” and “intends,” and the negative of these words\nor other comparable terminology. These forward-looking statements are based on\nValvoline’s current expectations, estimates, projections, and assumptions as\nof the date such statements are made and are subject to risks and\nuncertainties that may cause results to differ materially from those expressed\nor implied in the forward-looking statements. Additional information regarding\nthese risks and uncertainties are described in Valvoline’s filings with the\nSecurities and Exchange Commission (the “SEC”), including in the “Risk\nFactors,” “Management’s Discussion and Analysis of Financial Condition\nand Results of Operations,” and “Quantitative and Qualitative Disclosures\nabout Market Risk” sections of Valvoline’s most recently filed periodic\nreports on Forms 10-K and 10-Q, which are available on Valvoline’s website\nat http://investors.valvoline.com/sec-filings\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.valvoline.com%2Ffinancials%2Fsec-filings%2Fdefault.aspx&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Finvestors.valvoline.com%2Fsec-filings&index=3&md5=621e67d9466033b2c9c171b0b75bced8)\nor on the SEC’s website at http://www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2F&esheet=54583508&newsitemid=20260805008464&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=4&md5=7715f4f9f9c7c8091bd683c5ebaf99f0)\n. Valvoline assumes no obligation to update or revise these forward-looking\nstatements for any reason, even if new information becomes available in the\nfuture, unless required by law.\n\n(TM) Trademark, Valvoline Inc., or its subsidiaries, registered in various\ncountries\n\n(SM) Service mark, Valvoline Inc., or its subsidiaries, registered in various\ncountries\n\n \n Valvoline Inc. and Consolidated Subsidiaries       Table 1 \n Statements of Consolidated Income         \n (In millions, except per share amounts - preliminary and unaudited)         \n                     \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Net revenues   $ 544.6     $ 439.0     $ 1,510.2     $ 1,256.5   \n Cost of sales     329.7       261.4       935.8       775.5   \n Gross profit     214.9       177.6       574.4       481.0   \n Selling, general and administrative expenses     103.0       82.8       308.5       246.8   \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Other (income) loss, net     (0.4 )     (0.3 )     43.2       (72.8 ) \n Operating income     112.2       94.7       216.5       305.4   \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net interest and other financing expenses     27.9       18.6       81.1       53.0   \n Income before income taxes     85.6       77.0       139.1       255.1   \n Income tax expense     20.6       20.0       61.0       65.9   \n Income from continuing operations     65.0       57.0       78.1       189.2   \n Loss from discontinued operations, net of tax     (0.5 )     (0.5 )     (1.6 )     (3.5 ) \n Net income   $ 64.5     $ 56.5     $ 76.5     $ 185.7   \n                   \n Net earnings per share                 \n Basic earnings (loss) per share                 \n Continuing operations   $ 0.51     $ 0.45     $ 0.61     $ 1.48   \n Discontinued operations     —       (0.01 )     (0.01 )     (0.03 ) \n Basic earnings per share   $ 0.51     $ 0.44     $ 0.60     $ 1.45   \n                     \n Diluted earnings (loss) per share                 \n Continuing operations   $ 0.51     $ 0.44     $ 0.61     $ 1.47   \n Discontinued operations     —       —       (0.01 )     (0.03 ) \n Diluted earnings per share   $ 0.51     $ 0.44     $ 0.60     $ 1.44   \n                   \n Weighted average common shares outstanding             \n Basic     127.8       127.6       127.8       128.0   \n Diluted     128.4       128.2       128.3       128.7   \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 2 \n Condensed Consolidated Balance Sheets         \n (In millions - preliminary and unaudited)         \n           \n     June 30   September 30 \n   2026   2025 \n Assets         \n Current assets       \n Cash and cash equivalents   $ 84.2   $ 51.6 \n Receivables, net     102.8     89.6 \n Inventories, net     50.4     42.6 \n Prepaid expenses and other current assets     47.0     59.9 \n Total current assets     284.4     243.7 \n           \n Noncurrent assets       \n Property, plant and equipment, net     1,280.7     1,134.6 \n Operating lease assets     401.4     331.8 \n Goodwill and intangibles, net     1,283.3     740.5 \n Other noncurrent assets     231.8     219.8 \n Total assets   $ 3,481.6   $ 2,670.4 \n           \n Liabilities and Stockholders' Equity         \n Current liabilities       \n Current portion of long-term debt   $ 31.1   $ 23.8 \n Trade and other payables     119.8     118.9 \n Accrued expenses and other liabilities     254.5     204.7 \n Total current liabilities     405.4     347.4 \n           \n Noncurrent liabilities       \n Long-term debt     1,570.9     1,050.2 \n Employee benefit obligations     178.9     187.5 \n Operating lease liabilities     377.3     315.3 \n Other noncurrent liabilities     532.4     431.5 \n Total noncurrent liabilities     2,659.5     1,984.5 \n           \n Stockholders' equity   416.7     338.5 \n           \n Total liabilities and stockholders' equity   $ 3,481.6   $ 2,670.4 \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 3 \n Condensed Consolidated Statements of Cash Flows     \n (In millions - preliminary and unaudited)         \n           \n     Nine months ended \n   June 30 \n     2026       2025   \n Cash flows from operating activities         \n Net income   $ 76.5     $ 185.7   \n Adjustments to reconcile net income to cash flows from operating activities:         \n Loss from discontinued operations     1.6       3.5   \n Loss (gain) on sale of operations     43.6       (71.6 ) \n Depreciation and amortization     109.3       86.6   \n Stock-based compensation expense     9.3       7.4   \n Other, net     6.1       1.5   \n Change in operating assets and liabilities     38.2       (33.1 ) \n Operating cash flows from continuing operations     284.6       180.0   \n Operating cash flows from discontinued operations     —       (4.7 ) \n Total cash provided by operating activities     284.6       175.3   \n Cash flows from investing activities         \n Additions to property, plant and equipment     (172.3 )     (160.3 ) \n Acquisitions, net of cash acquired     (652.5 )     (32.1 ) \n Proceeds from sale of operations     63.6       121.0   \n Issuances of notes receivable     (16.3 )     (17.3 ) \n Repayments of notes receivable     17.7       11.7   \n Other investing activities, net     (1.5 )     5.1   \n Total cash used in investing activities     (761.3 )     (71.9 ) \n Cash flows from financing activities         \n Proceeds from borrowings     755.0       85.0   \n Payments of debt issuance costs and discounts     (14.5 )     (2.0 ) \n Repayments on borrowings     (214.7 )     (97.8 ) \n Repurchases of common stock, including excise taxes of $16.4 in 2025     —       (76.8 ) \n Other financing activities, net     (16.3 )     (12.0 ) \n Total cash provided by (used in) financing activities     509.5       (103.6 ) \n Effect of currency exchange rate changes on cash, cash equivalents and     (0.2 )     (0.2 ) \n restricted cash \n Increase (decrease) in cash, cash equivalents and restricted cash     32.6       (0.4 ) \n Cash, cash equivalents and restricted cash - beginning of period     51.6       68.7   \n Cash, cash equivalents and restricted cash - end of period   $ 84.2     $ 68.3   \n\n Valvoline Inc. and Consolidated Subsidiaries     Table 4 \n Retail Stores Operating Information       \n (Preliminary and unaudited)       \n           \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Sales information                 \n Store sales - in millions                 \n Company-operated   $ 481.0     $ 382.6     $ 1,340.0     $ 1,100.6   \n Franchised ((a))     572.9       507.0       1,624.1       1,434.8   \n System-wide store sales( (a))   $ 1,053.9     $ 889.6     $ 2,964.1     $ 2,535.4   \n Year-over-year growth( (a))     18.5 %     10.0 %     16.9 %     11.3 % \n                   \n System-wide same-store sales growth ((a)(b))     8.0 %     4.9 %     7.4 %     6.2 % \n\n       Number of stores at end of period \n       Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Company-operated   1,232   1,210   1,196   1,016     983   \n Franchised ((a))   1,224   1,199   1,184   1,164     1,141   \n                         \n   As of June 30 \n 2026   2025 \n System-wide store count ((a))               2,456     2,124   \n Year-over-year growth( (a))               15.6 %   8.3 % \n                         \n (a) Measures include Valvoline franchisees, which are independent legal entities. \n Valvoline does not consolidate the results of operations of its franchisees. \n (b) Valvoline determines SSS growth as the year-over-year change in net revenues \n of U.S. VIOC system-wide same stores with same stores defined as those that \n have been in operation within the system for at least 12 full months, and \n beginning in fiscal 2026, mobile service net revenues in markets that leverage \n store marketing channels. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 5 \n System-wide Retail Stores         \n (Preliminary and unaudited)         \n               \n     Company-operated \n     Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Beginning of period   1,210     1,196     1,016     983     950   \n Opened   15     8     26     26     19   \n Acquired   5     3     210     8     8   \n Divested( (a))   —     —     (45 )   —     —   \n Net conversions between company-operated and franchised   3     4     (10 )   —     6   \n Closed   (1 )   (1 )   (1 )   (1 )   —   \n End of period   1,232     1,210     1,196     1,016     983   \n                       \n     Franchised ((b)) \n     Third Quarter   Second Quarter   First Quarter   Fourth Quarter   Third Quarter \n \n \n \n \n \n \n \n2026 \n2026 \n2026 \n2025 \n2025 \n Beginning of period   1,199     1,184     1,164     1,141     1,128   \n Opened   26     20     13     24     19   \n Acquired( (c))   —     —     —     —     —   \n Net conversions between company-operated and franchised   —     (4 )   10     —     (6 ) \n Closed   (1 )   (1 )   (3 )   (1 )   —   \n End of period   1,224     1,199     1,184     1,164     1,141   \n                       \n Total system-wide stores( (b))   2,456     2,409     2,380     2,180     2,124   \n                       \n (a) Divested stores represent those acquired in connection with the Breeze \n Autocare acquisition and immediately divested as required by the Federal Trade \n Commission. \n (b) Measures include Valvoline franchisees, which are independent legal \n entities. Valvoline does not consolidate the results of operations of its \n franchisees. \n (c) Represents the acquisition of franchise stores that are new to the \n Valvoline retail store system by Valvoline Inc. \n\n Valvoline Inc. and Consolidated Subsidiaries   Table 6 \n Non-GAAP Reconciliation - Income from Continuing Operations and Diluted     \n Earnings per Share \n (In millions, except per share amounts - preliminary and unaudited)     \n                   \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n       \n       2026       2025       2026       2025   \n Reported income from continuing operations   $ 65.0     $ 57.0     $ 78.1     $ 189.2   \n Adjustments:                 \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Information technology transition and material weakness remediation costs     7.0       2.1       12.8       8.5   \n Debt extinguishment and modification costs     0.8       —       0.8       —   \n Investment and divestiture-related costs (income) ((a))     5.8       3.5       75.3       (64.0 ) \n Total adjustments, pre-tax     12.4       5.1       91.4       (56.6 ) \n Income tax (benefit) expense of adjustments     (2.8 )     (1.3 )     1.3       14.3   \n Income tax adjustments ((b))     (1.7 )     —       1.7       —   \n Total adjustments, after tax     7.9       3.8       94.4       (42.3 ) \n Adjusted income from continuing operations( (c) (d))   $ 72.9     $ 60.8     $ 172.5     $ 146.9   \n                   \n Reported diluted earnings per share from continuing operations   $ 0.51     $ 0.44     $ 0.61     $ 1.47   \n Adjusted diluted earnings per share from continuing operations( (d) (e))   $ 0.57     $ 0.47     $ 1.34     $ 1.14   \n                   \n Weighted average diluted common shares outstanding     128.4       128.2       128.3       128.7   \n   \n (a) Includes certain pre-tax key item activity within amortization and net \n interest and other financing expenses that do not impact EBITDA but impact \n pre-tax adjusted earnings. \n (b) Income tax adjustments include the effects associated with investment and \n divestiture-related activity, which is further described in the Appendix. \n (c) Adjusted income from continuing operations is defined as income from \n continuing operations adjusted for the effects of key items. \n (d) Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and \n the Appendix for additional details. \n (e) Adjusted diluted earnings per share from continuing operations is defined \n as diluted earnings per share calculated using adjusted income from continuing \n operations. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 7 \n Non-GAAP Reconciliation - Net Revenues and EBITDA from Continuing Operations \n (In millions - preliminary and unaudited)         \n                   \n     Three months ended   Nine months ended \n \nJune 30 \nJune 30 \n     \n     2026       2025       2026       2025   \n Reported net revenues ((a)) $ 544.6     $ 439.0     $ 1,510.2     $ 1,256.5   \n                   \n Income from continuing operations   $ 65.0     $ 57.0     $ 78.1     $ 189.2   \n Add:                 \n Income tax expense     20.6       20.0       61.0       65.9   \n Net interest and other financing expenses     27.9       18.6       81.1       53.0   \n Depreciation and amortization     38.2       30.2       109.3       86.6   \n EBITDA from continuing operations( (b) (c))     151.7       125.8       329.5       394.7   \n Key items:                 \n Net pension and other postretirement plan income     (1.3 )     (0.9 )     (3.7 )     (2.7 ) \n Net legacy and separation-related expenses     0.1       0.4       6.2       1.6   \n Information technology transition and material weakness remediation costs     7.0       2.1       12.8       8.5   \n Investment and divestiture-related costs (income) ((d))     4.9       2.1       68.6       (65.4 ) \n Key items - subtotal     10.7       3.7       83.9       (58.0 ) \n Adjusted EBITDA from continuing operations( (b) (c))   $ 162.4     $ 129.5     $ 413.4     $ 336.7   \n                   \n Net profit margin( (e))   11.9 %     13.0 %     5.2 %     15.1 % \n Adjusted EBITDA margin( (b) (f))   29.8 %     29.5 %     27.4 %     26.8 % \n                   \n\n (a)   Net revenues do not have any key item adjustments in the periods presented \n herein; therefore, GAAP net revenues and Adjusted net revenues are the same. \n (b)   Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the \n Appendix for additional details. \n (c)   EBITDA from continuing operations is defined as income from continuing \n operations, plus income tax expense, net interest and other financing \n expenses, and depreciation and amortization attributable to continuing \n operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for \n key items attributable to continuing operations. \n (d)   Includes certain pre-tax key item activity within amortization and net \n interest and other financing expenses that do not impact Adjusted EBITDA but \n impact pre-tax adjusted earnings. \n (e)   Net profit margin is defined as reported income from continuing operations \n divided by reported net revenues. \n (f)   Adjusted EBITDA margin is defined as Adjusted EBITDA from continuing \n operations divided by adjusted net revenues. \n\n Valvoline Inc. and Consolidated Subsidiaries       Table 8 \n Non-GAAP Reconciliation - Free Cash Flows from Continuing Operations     \n (In millions - preliminary and unaudited)         \n           \n Free cash flow( (a))   Nine months ended \n   June 30 \n     2026       2025   \n Operating cash flows from continuing operations   $ 284.6     $ 180.0   \n Adjustments:         \n Additions to property, plant and equipment     (172.3 )     (160.3 ) \n Free cash flow from continuing operations ((b))   $ 112.3     $ 19.7   \n           \n Free cash flow excluding growth capital expenditures( (c))   Nine months ended \n   June 30 \n     2026       2025   \n Operating cash flows from continuing operations   $ 284.6     $ 180.0   \n Adjustments:         \n Maintenance additions to property, plant and equipment     (43.3 )     (35.1 ) \n Free cash flow excluding growth capital expenditures ((b))   $ 241.3     $ 144.9   \n           \n\n (a)   Free cash flow is defined as operating cash flows less additions to property, \n plant and equipment. \n (b)   Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the \n Appendix for additional details. \n (c)   Free cash flow excluding growth capital expenditures is defined as operating \n cash flows less maintenance additions to property, plant and equipment. \n\n Valvoline Inc. and Consolidated Subsidiaries \n Appendix - Description of Non-GAAP Measures and Adjustments \n\n\nEBITDA measures\n\nManagement believes EBITDA measures provide a meaningful supplemental\npresentation of Valvoline’s operating performance between periods on a\ncomparable basis due to the depreciable assets associated with the nature of\nthe Company’s operations, as well as income tax and interest costs related\nto Valvoline’s tax and capital structures, respectively.\n\nFree cash flow measures\n\nManagement uses free cash flow and free cash flow excluding growth capital\nexpenditures as additional non-GAAP metrics of cash flow generation. By\nincluding capital expenditures, management is able to provide an indication of\nthe ongoing cash being generated that is ultimately available for both debt\nand equity holders as well as other investment opportunities. Free cash flow\nincludes the impact of capital expenditures, providing a supplemental view of\ncash generation. Free cash flow excluding growth capital expenditures includes\nmaintenance capital expenditures, which are uses of cash that are necessary to\nmaintain the Company's existing business operations, including its retail\nservice center store network, service portfolio, and support functions. Free\ncash flow excluding growth capital expenditures provides a supplemental view\nof cash flow generation before investments in growth capital, which expand\nfuture business operations, including the opening or expansion of retail\nservice center stores and service capabilities. Free cash flow and free cash\nflow excluding growth capital expenditures have certain limitations, including\nthat they do not reflect adjustments for certain non-discretionary cash\nexpenditures, such as mandatory debt repayments.\n\nAdjusted profitability measures\n\nAdjusted profitability measures (i.e., adjusted net income, diluted earnings\nper share and EBITDA) enable the comparison of financial trends and results\nbetween periods where certain items may not be reflective of the Company’s\nunderlying and ongoing operational performance or vary independent of business\nperformance.\n\nKey items\n\nThe non-GAAP measures used by management exclude the impact of certain\nunusual, infrequent or non-operational activity not directly attributable to\nthe underlying business, which management believes impacts the comparability\nof operational results between periods (“key items”). Key items are often\nrelated to legacy matters or market-driven events considered by management to\nnot be reflective of the ongoing operating performance. Key items may consist\nof adjustments related to: legacy businesses, including the separation from\nValvoline's former parent company, the sale of the former Global Products\nreportable segment, and the associated impacts of related activity and\nindemnities; non-service pension and other postretirement plan activity;\nrestructuring-related matters, including organizational restructuring plans,\nsignificant acquisitions or divestitures, debt extinguishment and\nmodification, and tax reform legislation; in addition to other matters that\nmanagement considers non-operational, infrequent or unusual in nature.\n\nRefer to the following for descriptions of the key items that comprise the\nadjustments which depart from the computations in accordance with U.S. GAAP:\n\nNet pension and other postretirement plan income: Includes several elements\nimpacted by changes in plan assets and obligations that are primarily driven\nby the debt and equity markets, including remeasurement gains and losses, when\napplicable; and recurring non-service pension and other postretirement net\nperiodic activity, which consists of interest cost, expected return on plan\nassets and amortization of prior service credits. Management considers these\nelements are more reflective of changes in current conditions in global\nmarkets (in particular, interest rates), outside the operational performance\nof the business, and are also legacy amounts that are not directly related to\nthe underlying business and do not have an impact on the compensation and\nbenefits provided to eligible employees for current service.\n\nNet legacy and separation-related expenses: Activity associated with legacy\nbusinesses, including the separation from Valvoline’s former parent company\nand its former Global Products reportable segment. This activity includes the\nrecognition of and adjustments to indemnity obligations to its former parent\ncompany; certain legal, financial, professional advisory and consulting fees;\nand other expenses incurred by the continuing operations in connection with\nand directly related to these separation transactions and legacy matters. This\nincremental activity directly attributable to legacy matters and separation\ntransactions is not considered reflective of the underlying operating\nperformance of the Company’s continuing operations.\n\nInformation technology transition and material weakness remediation costs:\nConsists of expenses incurred directly related to the Company’s information\ntechnology transitions, primarily efforts related to implementing stand-alone\nenterprise resource planning and human resource information systems that\ngenerally began in fiscal 2023 following the sale of the former Global\nProducts reportable segment. These expenses include data conversion, training,\nredundant expenses incurred from duplicative technology platforms, and\ntemporary support, which includes consulting fees and professional services to\nsupport certain enhanced manual procedures and material weakness remediation\nefforts, including costs resulting from process changes implemented in\nremediating the material weakness. These incremental costs are directly\nassociated with technology transitions and material weakness remediation\nefforts and are not considered to be reflective of the ongoing expenses of\noperating the Company’s technology platforms and control environment once\nthe material weakness is remediated.\n\nInvestment and divestiture-related costs (income): Consists of activity\ndirectly associated with specific significant acquisitions, investments and\ndivestitures, including professional and consulting fees for legal and\nadvisory services, in addition to gains or losses recognized upon disposition,\ntemporary financing costs directly associated with transactions, certain\nacquisition-related incentive compensation costs, amortization of Breeze\nacquired intangible assets, and expense recognized to adjust the carrying\nvalues of related assets determined to be impaired. This activity is not\nconsidered to be reflective of the underlying operating performance of the\nCompany’s ongoing continuing operations.\n\nDebt extinguishment and modification costs: Consists of fees paid to creditors\nand accelerated amortization of previously capitalized debt issuance costs as\nwell as third-party fees expensed in connection with amendments to the\nCompany’s debt facilities. These expenses are not considered to be\nindicative of the future servicing costs of the Company's ongoing debt\nfacilities.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260805008464/en/\n(https://www.businesswire.com/news/home/20260805008464/en/)\n\nFURTHER INFORMATION\n\nInvestor Inquiries \n\nElizabeth B. Clevinger\n\n+1 (859) 357-3155\n\nIR@valvoline.com (mailto:IR@valvoline.com)\n\nMedia Inquiries \n\nAngela Davied\n\nmedia@valvoline.com (mailto:media@valvoline.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-08-05T11:00:01.46761046Z","server_sent_at_ms":1785927601467},"received_at":"2026-08-05T11:00:01.553Z","source_url":"https://www.businesswire.com/news/home/20260805008464/en/"},"analysis":{"id":"98190","press_release_id":"109188","analysis_json":{"industry":{"label":"Automotive Retail & Aftermarket Services","sector":"Consumer Discretionary"},"redFlags":["Q3 included $7.0M in pre-tax costs related to information technology transition and material weakness remediation"],"eventType":"earnings","narrative":"Valvoline reported Q3 net revenue of $545 million, up 24% year-over-year, with diluted EPS of $0.51 and Adjusted EBITDA of $162 million, up 25%.\n\nOperational momentum remained strong with system-wide same-store sales growth of 8.0% and 47 net store additions during the quarter, supported by pricing actions and solid margins.\n\nManagement raised full-year guidance, tightening the range for system-wide SSS growth to 7.5%-8% and increasing the Adjusted EPS outlook to $1.70-$1.75.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Valvoline posts 24% revenue growth and raises guidance on strong pricing and 8% same-store sales growth."},"keyFigures":{"eps":0.51,"revenue":545000000,"guidance":"System-wide SSS growth 7.5%-8% (raised from 5%-6.5%); Net revenues $2.05-$2.1B; Adjusted EBITDA $550-$560M; Adjusted EPS $1.70-$1.75","revenueYoy":"24%","customDimensions":{"adjusted_eps":0.57,"adjusted_ebitda":162000000,"system_wide_sales":1050000000,"ytd_free_cash_flow":112000000,"net_store_additions":47,"same_store_sales_growth":"8.0%","voluntary_debt_prepayment":50000000}},"quotedText":"Top-line sales grew 24%, with system-wide same-store sales growth of 8.0%, benefiting from pricing actions taken in the quarter.","namedEntities":{"people":[{"name":"Lori Flees","role":"President & CEO"},{"name":"Elizabeth B. 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Adjusted EBITDA and EPS grew 25% and 21% respectively, leading to a meaningful raise in full-year guidance for system-wide SSS and Adjusted EPS."},"tickerRelevance":{"others":[],"primary":"VVV"},"globalImportance":35,"audienceRelevance":45,"eventTypeSecondary":["guidance_update"],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"earnings_beat_and_raise","sectorWeight":"consumer_discretionary"}},"event_type":"earnings","event_type_secondary":["guidance_update"],"sentiment":"bullish","material_impact_score":4,"narrative":"Valvoline reported Q3 net revenue of $545 million, up 24% year-over-year, with diluted EPS of $0.51 and Adjusted EBITDA of $162 million, up 25%.\n\nOperational momentum remained strong with system-wide same-store sales growth of 8.0% and 47 net store additions during the quarter, supported by pricing actions and solid margins.\n\nManagement raised full-year guidance, tightening the range for system-wide SSS growth to 7.5%-8% and increasing the Adjusted EPS outlook to $1.70-$1.75.","key_figures":{"eps":0.51,"revenue":545000000,"guidance":"System-wide SSS growth 7.5%-8% (raised from 5%-6.5%); Net revenues $2.05-$2.1B; Adjusted EBITDA $550-$560M; Adjusted EPS $1.70-$1.75","revenueYoy":"24%","customDimensions":{"adjusted_eps":0.57,"adjusted_ebitda":162000000,"system_wide_sales":1050000000,"ytd_free_cash_flow":112000000,"net_store_additions":47,"same_store_sales_growth":"8.0%","voluntary_debt_prepayment":50000000}},"named_entities":{"people":[{"name":"Lori Flees","role":"President & CEO"},{"name":"Elizabeth B. 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