Valvoline Reports Fourth-Quarter and Fiscal Year 2019 Results

LEXINGTON, Ky., Nov. 6, 2019 /PRNewswire/ --

Fourth-quarter summary

    --  Reported net income of $27 million and earnings per diluted share (EPS)
        of $0.14
    --  Adjusted EPS grew 18% to $0.40
    --  Adjusted EBITDA of $129 million, up 7%
    --  Sales grew 6% to $629 million, while lubricant volume was flat at 46.4
        million gallons
    --  Valvoline Instant Oil Change system-wide same-store sales grew 10.0%

Full-year highlights

    --  Reported net income of $208 million and EPS of $1.10
    --  Adjusted EPS grew 8% to $1.39
    --  Adjusted EBITDA of $478 million, up 3%
    --  Sales grew 5% to $2.4 billion, while lubricant volume declined 2% to
        178.4 million gallons
    --  Valvoline Instant Oil Change (VIOC) system-wide same-store sales (SSS)
        grew 10.1%

Valvoline Inc. (NYSE: VVV), a leading supplier of premium branded lubricants and automotive services, today reported financial results for its fourth quarter and fiscal year ended September 30, 2019.

"We are pleased with the strong results in the fourth quarter, which exceeded our expectations," CEO Sam Mitchell said. "Quick Lubes' momentum continued, highlighted by 10 percent system-wide same-store sales growth. Core North America saw its highest quarterly EBITDA results of the year, benefiting from lower than anticipated costs and operating expenses."

Fourth-Quarter Results

Reported fourth-quarter 2019 net income and EPS were $27 million and $0.14, respectively, compared to reported fourth-quarter 2018 net income and EPS of $45 million and $0.23, respectively. Fourth-quarter 2019 adjusted net income and adjusted EPS were $75 million and $0.40, respectively, compared to adjusted net income of $65 million and adjusted EPS of $0.34 in the prior-year period. Reported and adjusted net income and EPS for the current quarter and the year included a discrete tax benefit of approximately $4 million or $0.02 per diluted share.

Fourth-quarter 2019 adjusted, after-tax results exclude $50 million ($0.27 per diluted share) related to mark-to-market pension and other post-employment (OPEB) remeasurement impacts and $2 million ($0.01 per diluted share) of restructuring and related expenses partially offset by a $4 million ($0.02 per diluted share) acquisition-related bargain purchase gain. (For a full reconciliation of adjusted results, see table 7.) Fourth-quarter adjusted EBITDA of $129 million increased 7 percent versus the prior-year period.

Effective Oct. 1, 2018, the company adopted the new revenue recognition accounting standard. The adoption primarily resulted in a reclassification of certain items within the company's income statement and for the fourth quarter had no impact on net earnings or on cash flow from operations. Fourth-quarter 2019 results compared to the prior-year period included increases of approximately $16 million in sales and $17 million in cost of sales, as well as decreases of $1 million in SG&A expenses. Excluding these impacts, sales would have increased 3 percent, cost of sales would have increased 1 percent, and SG&A, excluding restructuring and related expenses, would have increased 12 percent.

Operating Segment Results

Quick Lubes

    --  SSS grew 10.0% system-wide, 9.5% for company-owned stores and 10.4% for
        franchised stores
    --  Operating income and adjusted EBITDA each grew 14% to $48 million and
        $58 million, respectively
    --  Quick Lubes ended the quarter with 1,385 total company-owned and
        franchised stores, a net increase of 33 during the period and 143 versus
        the prior year

The Quick Lubes operating segment finished the fiscal year with another strong quarter. The exceptional growth in SSS was the result of an increase in both transactions and average ticket. Transactions continue to benefit from customer acquisition and retention programs. Premium mix, pricing and an increase in revenue from non-oil-change services led to improvement in average ticket.

Sales and segment EBITDA growth were driven by increased SSS and the addition of 143 net new company-owned and franchised stores, as compared to the prior year, with 33 net new stores added during the fourth quarter. The year-over-year increase in stores includes 57 company-owned stores, with 29 acquired and 28 newly-opened locations, and 86 franchised locations, with 31 stores from the Oil Changers acquisition in Canada. (See table 6 for further information on Quick Lubes stores.)

The 33 net new stores added in the fourth quarter included the first four company-owned stores in Canada as part of the previously announced acquisition of an independent system in Alberta.

Core North America

    --  Operating income and adjusted EBITDA each grew 2% to $43 million and $48
        million, respectively
    --  Lubricant volume was 23.9 million gallons, down 4% versus the prior-year
        period

Lower than anticipated costs and expenses in the current quarter, due primarily to progress in the previously announced operating expense reduction program, drove modest year-over-year growth in Core North America's adjusted EBITDA despite lower volume.

The year-over-year decline in lubricant volume was primarily due to reductions in branded volume in the retail channel, though this volume was relatively flat on a sequential basis.

International

    --  Lubricant volume was flat versus the prior-year period at 15.1 million
        gallons
    --  Lubricant volume from unconsolidated joint ventures increased 4% to 9.6
        million gallons
    --  Operating income was $24 million, and adjusted EBITDA was flat at $23
        million

International had volume growth in Latin America, certain Asia-Pacific markets and Europe (driven by the previously announced Eastern European acquisition) offset by declines in other regions. Solid volume and profit growth in unconsolidated joint ventures contributed to adjusted EBITDA in the quarter.

Reported operating income of $24 million included an acquisition-related bargain purchase gain of $4 million. Results continued to be negatively affected by the strong U.S. dollar, with an unfavorable net foreign exchange impact of $1 million in the fourth quarter.

Balance Sheet, Cash Flow and Effective Tax Rate

    --  Total debt of approximately $1.3 billion and net debt of approximately
        $1.2 billion
    --  Full-year cash flow from operations of $325 million; free cash flow of
        $217 million

    --  Effective tax rate of 3.6% and 21.5% for the quarter and full-year,
        respectively, benefiting from favorable discrete tax items

Fiscal 2019 Review and 2020 Outlook

    --  Adjusted EBITDA grew 3% to $478 million, despite significant market
        headwinds, particularly in Core North America
    --  Record SSS growth of 10.1%, reflecting the 13th consecutive year of
        increases
    --  Added 143 net new stores, including 28 newly-opened company-owned stores
    --  Strong free cash flow of $217 million, despite a $15 million increase in
        capital expenditures

"Our performance in the fourth quarter contributed to modest growth in adjusted EBITDA for 2019," Mitchell said. "Quick Lubes' strong growth trajectory continued this year with record same-store sales growth and adjusted EBITDA growth of 16 percent. The segment now represents 45 percent of total Valvoline adjusted EBITDA."

The outlook for fiscal 2020 includes the following:

    --  Quick Lubes anticipates continued unit growth through a combination of
        newly built company-owned stores, acquisitions and franchise store
        additions. Competitive advantages including a superior in-store customer
        experience are expected to drive a 14th consecutive year of SSS growth.
    --  Core North America will continue working to stabilize the business in
        the face of ongoing DIY category dynamics by engaging closely with key
        retailers. Installer channel is anticipated to grow modestly, by
        leveraging opportunities in heavy duty and continuing to strengthen the
        customer value proposition.
    --  International anticipates a return to volume growth across most regions.
        Investments in channel development, brand building and start-up costs
        for a previously announced plant in China are expected to offset gross
        profit improvements leading to roughly flat segment profitability.
    --  Capital investment in the China plant is anticipated to peak at $40
        million to $50 million, impacting the outlook for free cash flow.

"We expect to make significant progress in 2020 to accelerate our growth in Quick Lubes, maintain Core North America and develop International, as we presented at our investor day earlier this year," Mitchell said.

Information regarding the company's outlook for fiscal 2020 is provided in the table below:


                                       
     
          2020 Outlook


                   Operating Segments



       Lubricant gallon growth                              2-3%



       Revenue growth                                       4-6%


        New Quick Lube store additions
         (excludes Valvoline acquired
         stores and franchise
         conversions)



       Company-owned                    
        30-35



       Franchised                       
        30-40


        Quick Lubes same-store sales
         growth                                              6-8%



       Adjusted EBITDA                    
        $490-$510 million


                   Corporate Items


        Adjusted effective tax rate                        25-26%



       Diluted adjusted EPS                 
            $1.37-$1.48



       Capital expenditures               
        $160-$170 million



       Free cash flow                     
        $150-$170 million

    ---

Valvoline's outlook for adjusted EBITDA, diluted adjusted EPS and the adjusted effective tax rate are non-GAAP financial measures that exclude or will otherwise be adjusted for items impacting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to GAAP net income and diluted EPS for fiscal 2020 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 GAAP net income and diluted EPS in fiscal 2020 but would not impact non-GAAP adjusted results.

Conference Call Webcast

Valvoline will host a live audio webcast of its fiscal fourth quarter 2019 conference call at 9 a.m. ET on Thursday, Nov. 7, 2019. The webcast and supporting materials will be accessible through Valvoline's website at http://investors.valvoline.com. Following the live event, an archived version of the webcast and supporting materials will be available for 12 months.

Basis of Presentation

Certain prior-year amounts have been reclassified to conform to current-year presentation. In addition, the company adopted the new revenue recognition accounting standard, effective at the beginning of fiscal 2019, using the modified retrospective method; accordingly, Valvoline's consolidated and segment results for periods prior to this adoption were not adjusted. However, opening retained deficit was increased by $13 million, representing the cumulative effect of the changes, primarily related to the timing of certain sales made to distributors.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key business measures, including system-wide same-store sales and lubricant volume from unconsolidated joint ventures, which management believes are important to understanding Valvoline's operating performance.

System-wide same-store sales is defined as sales by company-owned and franchised stores, with new stores excluded from the metric until the completion of their first full fiscal year in operation. Valvoline does not recognize sales from franchised stores as Quick Lubes operating segment revenue. Quick Lubes revenue is limited to sales at company-owned stores, sales of lubricants and other products to franchisees, and royalties and other fees from franchised stores. Although Valvoline does not record franchise sales as revenue in its Statements of Consolidated Income, management believes system-wide same-store sales information is useful to investors to assess the operating performance of an average Quick Lubes store.

Management uses lubricant volume from unconsolidated joint ventures to measure the operating performance of the International operating segment. Valvoline does not record lubricant sales from unconsolidated joint venture as International operating segment revenue. International revenue is limited to sales by consolidated affiliates. Although Valvoline does not record sales by unconsolidated joint ventures as revenue in its Statements of Consolidated Income, management believes lubricant volume from unconsolidated joint ventures is useful to investors to assess operating performance of investments in joint ventures.

Accordingly, system-wide same store sales and lubricant volume from unconsolidated joint ventures should be considered as supplements to, not substitutes for, Valvoline's sales, as determined in accordance with U.S. GAAP.

Use of Non-GAAP Measures

To aid in the understanding of Valvoline's ongoing business performance, certain items within this news release are presented on an adjusted basis. These non-GAAP measures, presented on both a consolidated and operating segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income/loss, earnings/loss per share or cash flows from operating activities as a measure of operating performance or cash flows. For a reconciliation of non-GAAP measures, refer to Tables 4, 7, 8 and 9 of this news release.

The following are the non-GAAP measures management has included and how management defines them:

    --  EBITDA, which management defines as net income/loss, plus income tax
        expense/benefit, net interest and other financing expenses, and
        depreciation and amortization;
    --  Adjusted EBITDA, which management defines as EBITDA adjusted for certain
        non-operational items, including net pension and other postretirement
        plan expense/income; impairment of equity investment; and other items
        (which can include costs related to the separation from Ashland, impact
        of significant acquisitions or divestitures, restructuring costs, or
        other non-operational income/costs not directly attributable to the
        underlying business);
    --  Free cash flow, which management defines as operating cash flows less
        capital expenditures and certain other adjustments, as applicable;
    --  Adjusted net income, which management defines as net income/loss
        adjusted for certain key items impacting comparability as noted in the
        definition of Adjusted EBITDA above, as well as the estimated net impact
        of the enactment of tax reform; and
    --  Adjusted EPS, which management defines as earnings per diluted share
        calculated using adjusted net income.

These measures are not prepared in accordance with U.S. GAAP and contain management's best estimates of cost allocations and shared resource costs. Management believes the use of non-GAAP measures on a consolidated and operating segment basis assists investors in understanding the ongoing operating performance of Valvoline's business by presenting comparable financial results between periods. The non-GAAP information provided is used by Valvoline's management and may not be comparable to similar measures disclosed by other companies, because of differing methods used by other companies in calculating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income, and Adjusted EPS. These non-GAAP measures provide a supplemental presentation of Valvoline's operating performance.

Due to depreciable assets associated with the nature of the Company's operations and interest costs related to Valvoline's capital structure, management believes EBITDA is an important supplemental measure to evaluate the Company's operating results between periods on a comparable basis.

Adjusted EBITDA, Adjusted net income, and Adjusted EPS generally include adjustments for unusual, non-operational or restructuring-related activities, which impact the comparability of results between periods. Management believes these non-GAAP measures provide investors with a meaningful supplemental presentation of Valvoline's operating performance. These measures include adjustments for net pension and other postretirement plan expense/income, which 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, current employees with frozen benefits). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) actuarial gains/losses, and (iv) amortization of prior service cost/credit. 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 are more reflective of changes in current conditions in global financial markets (in particular, interest rates) and are 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. These measures include pension and other postretirement service costs related to current employee service as well as the costs of other benefits provided to employees for current service.

Management uses free cash flow as an additional non-GAAP metric 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. Unlike cash flow from operating activities, free cash flow includes the impact of capital expenditures, providing a more complete picture of cash generation. Free cash flow has certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Valvoline's results of operations are presented based on Valvoline's management structure and internal accounting practices. The structure and practices are specific to Valvoline; therefore, Valvoline's financial results, EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS are not necessarily comparable with similar information for other comparable companies. EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS each have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, net income and cash flows from operating activities as determined in accordance with U.S. GAAP. Because of these limitations, one should rely primarily on net income and cash flows provided from operating activities as determined in accordance with U.S. GAAP and use EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS only as supplements. In evaluating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS, one should be aware that in the future Valvoline may incur expenses/income similar to those for which adjustments are made in calculating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS. Valvoline's presentation of EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS should not be construed as a basis to infer that Valvoline's future results will be unaffected by unusual or nonrecurring items.

About Valvoline(TM)

Valvoline Inc. (NYSE: VVV) is a leading worldwide marketer and supplier of premium branded lubricants and automotive services, with sales in more than 140 countries. Established in 1866, the company's heritage spans more than 150 years, during which time it has developed powerful brand recognition across multiple product and service channels. Valvoline ranks as the No. 3 passenger car motor oil brand in the DIY market by volume. It operates and franchises approximately 1,400 quick-lube locations, and it is the No. 2 chain by number of stores in the United States under the Valvoline Instant Oil Change(SM )brand and the No. 3 chain by number of stores in Canada under the Valvoline Great Canadian Oil Change brand. It also markets Valvoline lubricants and automotive chemicals, including Valvoline High Mileage with MaxLife technology motor oil for engines over 75,000 miles; Valvoline Advanced Full Synthetic motor oil; Valvoline Premium Blue(TM) heavy-duty motor oil; Valvoline Multi-Vehicle Automatic Transmission Fluid; and Zerex(TM) antifreeze. To learn more, visit www.valvoline.com.

Forward-Looking Statements

Certain statements in this news 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 Forms 10-Q, which are available on Valvoline's website at http://investors.valvoline.com/sec-filings or on the SEC's website at http://sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

(TM) Trademark, Valvoline or its subsidiaries, registered in various countries
(SM) Service mark, Valvoline or its subsidiaries, registered in various countries

FOR FURTHER INFORMATION
Sean T. Cornett
Sr. Director, Investor Relations & Communications
+1 (859) 357-2798
scornett@valvoline.com



     Valvoline Inc. and Consolidated Subsidiaries                                                              Table 1



     
                STATEMENTS OF CONSOLIDATED INCOME



     (In millions except per share data - preliminary and unaudited)




                                                      Three months ended        
          Year ended


                                             
              September 30          
         September 30


                                                 2019                    2018                  2019    2018



     Sales                                              $
              629           $
              594          $
              2,390 $
       2,285


      Cost of sales                               412                     391                 1,580   1,479


                   GROSS PROFIT                   217                     203                   810     806


      Selling, general and
       administrative
       expenses                                   115                     102                   449     430


      Net legacy and
       separation-related
       expenses                                     -                                           3      14


      Equity and other
       income, net                               (11)                    (4)                 (40)   (33)


                   OPERATING INCOME               113                     105                   398     395


      Net pension and
       other
       postretirement plan
       expense                                     67                      30                    60


      Net interest and
       other financing
       expenses                                    18                      18                    73      63


                   INCOME BEFORE INCOME
                    TAXES                          28                      57                   265     332


      Income tax expense                            1                      12                    57     166


                   NET INCOME                             $
              27            $
              45            $
              208   $
       166






                   NET EARNINGS PER SHARE


               BASIC                                    $
              0.14          $
              0.23           $
              1.10  $
       0.84


               DILUTED                                  $
              0.14          $
              0.23           $
              1.10  $
       0.84





     
                WEIGHTED AVERAGE COMMON SHARES OUTSTANDING


               BASIC                              189                     190                   189     197


               DILUTED                            189                     191                   189     197


      Valvoline Inc. and Consolidated
       Subsidiaries                                                                                   Table 2


                   CONDENSED CONSOLIDATED BALANCE SHEETS


      (In millions -preliminary and
       unaudited)


                                                                  September 30        September
                                                                                          30


                                                                          2019              2018



     
                ASSETS


                               Current assets


                               Cash and
                                cash
                                equivalents                    $
              159                      $
              96


                               Accounts
                                receivable,
                                net                      401                      409


                               Inventories,
                                net                      194                      176


                              Prepaid
                                expenses
                                and other
                                current
                                assets                    43                       44


                               Total current
                                assets                   797                      725




                               Noncurrent
                                assets


                               Property,
                                plant and
                                equipment,
                                net                      498                      420


                               Goodwill and
                                intangibles,
                                net                      504                      448


                               Equity
                                method
                                investments               34                       31


                               Deferred
                                income
                                taxes                    123                      138


                               Other
                                noncurrent
                                assets                   108                       92


                               Total noncurrent
                                assets                 1,267                    1,129




                               Total assets                  $
              2,064                   $
              1,854




                   LIABILITIES AND STOCKHOLDERS' DEFICIT


                               Current
                                liabilities


                               Current
                                portion of
                                long-term
                                debt                            $
              15                      $
              30


                               Trade and
                                other
                                payables                 171                      178


                               Accrued
                                expenses
                                and other
                                liabilities              237                      203


                               Total current
                                liabilities              423                      411




                               Noncurrent
                                liabilities


                               Long-term
                                debt                   1,327                    1,292


                               Employee
                                benefit
                                obligations              387                      333


                               Other
                                noncurrent
                                liabilities              185                      176


                               Total noncurrent
                                liabilities            1,899                    1,801




                               Stockholders'
                                deficit                (258)                   (358)




                               Total
                                liabilities and
                                stockholders'
                                deficit                      $
              2,064                   $
              1,854


     Valvoline Inc. and Consolidated Subsidiaries                                                               Table 3


                  STATEMENTS OF CONSOLIDATED CASH FLOWS


     (In millions -preliminary and unaudited)


                                                                                                                       
            Year ended


                                                                                                                      
            September 30


                                                                                                                         2019                      2018


                  CASH FLOWS FROM OPERATING ACTIVITIES


                                                                    Net income                               $
         208                        $
           166


                                                                   Adjustments to
                                                                     reconcile net
                                                                     income to cash
                                                                     flows from
                                                                     operating
                                                                     activities


                                                                 
      Depreciation and amortization                          61                        54


                                                                 
      Deferred income taxes                                  23                       145


                                                                    Equity income from unconsolidated
                                                                     affiliates, net of distributions                     (3)                      (4)


                                                                 
      Pension contributions                                (10)                     (16)


                                                                    Loss on pension and other postretirement
                                                                     plan remeasurements                                   69                        38


                                                                    Stock-based compensation expense                        9                        12


                                                                    Other operating activities, net                       (2)                        4


                                                                    Change in operating
                                                                     assets and
                                                                     liabilities (a)                  (30)                   (79)


     Total cash provided by operating activities                                     325                             320




                  CASH FLOWS FROM INVESTING ACTIVITIES


                                                                    Additions to
                                                                     property, plant and
                                                                     equipment                       (108)                   (93)


                                                                    Acquisitions, net of
                                                                     cash acquired                    (78)                  (125)


                                                                    Other investing
                                                                     activities, net                   (2)                      5


     Total cash used in investing activities                                       (188)                          (213)




                  CASH FLOWS FROM FINANCING ACTIVITIES


                                                                    Proceeds from
                                                                     borrowings, net of
                                                                     issuance costs                    750                     304


                                                                    Repayments on
                                                                     borrowings                      (734)                  (108)


                                                                    Repurchases of
                                                                     common stock                                           (325)


                                                                   Payments for
                                                                     purchase of
                                                                     additional
                                                                     ownership in
                                                                     subsidiary                        (1)                   (15)


                                                                    Cash dividends paid               (80)                   (58)


                                                                    Other financing
                                                                     activities                        (6)                    (7)


     Total cash used in financing activities                                        (71)                          (209)


                                                                   Effect of currency
                                                                     exchange rate
                                                                     changes on cash,
                                                                     cash equivalents,
                                                                     and restricted cash               (3)                    (3)


                  INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS,
                   AND RESTRICTED CASH                                                63                           (105)


     Cash, cash equivalents, and restricted cash -
      beginning of period                                                             96                             201


                  CASH, CASH EQUIVALENTS, AND RESTRICTED CASH -
                   END OF PERIOD                                                           $
              159                           $
         96




     (a)                                                            Excludes changes
                                                                     resulting from
                                                                     operations acquired
                                                                     or sold.



     Valvoline Inc. and Consolidated Subsidiaries                                                                              Table 4



     
                FINANCIAL INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)


                                                                                                                                                                                    
              Three months ended September 30


                                                                                                                                                                                                              2019                                                                                                                                                       2018


                                                                                         Sales                                               Operating                                         Depreciation                                        EBITDA                                            Sales                                   Operating                     Depreciation
                                                                                                                                               income                                                and                                                                                                                                       income                            and
                                                                                                                                                                                                amortization                                                                                                                                                                amortization               EBITDA



     Quick Lubes                                                                                  $
              222                                                                             $
              48                                                 $
              10                                                               $
              58                                     $
       181              $
      42  $
      9  $
      51


      Core North America                                                                   259                                                       43                                                      5                                            48                                               262                                           42                               5                     47



     International                                                                        148                                                       24                                                      3                                            27                                               151                                           21                               1                     22


                    Total operating segments                                               629                                                      115                                                     18                                           133                                               594                                          105                              15                    120



     Unallocated and other (a)                                                                                                                  (2)                                                                                               (69)                                                                                                                                                (30)


                    Total results                                                          629                                                      113                                                     18                                            64                                               594                                          105                              15                     90



     Key items:


      Net pension and other postretirement
       plan expense                                                                                                                                                                                                                                  67                                                                                                                                                   30


      Restructuring and related expenses                                                                                                           2                                                                                                   2


      Acquisition and divestiture-related
       (gains) losses (b)                                                                                                                        (4)                                                                                                (4)                                                                                            1                                                       1


                   Adjusted results                                                                $
              629                                                                            $
              111                                                 $
              18                                                              $
              129                                     $
       594             $
      106 $
      15 $
      121





     (a) Unallocated and other includes pension and other postretirement plan non-service income and remeasurement adjustments, net legacy and separation-related income and certain other corporate costs not allocated to the operating segments.



     (b) Acquisition and divestiture-related (gains) losses are included within operating income for the International operating segment.


                                                                                                                                                                                                                                                                                                                                                            Table 4 (continued)




                                                                                                                                                                                        
              Year ended September 30


                                                                                                                                                                                                              2019                                                                                                                                                       2018


                                                                                         Sales                                               Operating                                         Depreciation                                        EBITDA                                            Sales                                   Operating                     Depreciation
                                                                                                                                               income                                                and                                                                                                                                       income                            and
                                                                                                                                                                                                amortization                                                                                                                                                                amortization               EBITDA



     Quick Lubes                                                                                  $
              822                                                                            $
              178                                                 $
              36                                                              $
              214                                     $
       660             $
      153 $
      30 $
      183


      Core North America                                                                   994                                                      152                                                     18                                           170                                             1,035                                          172                              18                    190



     International                                                                        574                                                       85                                                      7                                            92                                               590                                           84                               6                     90


                    Total operating segments                                             2,390                                                      415                                                     61                                           476                                             2,285                                          409                              54                    463



     Unallocated and other (a)                                                                                                                 (17)                                                                                               (77)                                                                                         (14)                                                   (14)


                    Total results                                                        2,390                                                      398                                                     61                                           399                                             2,285                                          395                              54                    449



     Key items:


      Net pension and other postretirement
       plan expense                                                                                                                                                                                                                                  60


      Net legacy and separation-related
       expenses                                                                                                                                    3                                                                                                   3                                                                                            14                                                      14


      Restructuring and related expenses                                                                                                          14                                                                                                  14


      Business interruption expenses (b)                                                                                                           6                                                                                                   6


      Acquisition and divestiture-related
       (gains) losses (c)                                                                                                                        (4)                                                                                                (4)                                                                                            3                                                       3


                   Adjusted results                                                              $
              2,390                                                                            $
              417                                                 $
              61                                                              $
              478                                   $
       2,285             $
      412 $
      54 $
      466





     (a) Unallocated and other includes pension and other postretirement plan non-service income and remeasurement adjustments, net legacy and separation-related expenses and certain other corporate costs not allocated to the operating segments.


      (b) Business interruption expenses associated with Valvoline's Deer Park, Texas facility are included in Cost of sales within the Statements of Consolidated Income and included within total operating segments operating income. Refer to Table 8 for details of the expenses incurred by operating segment during the year ended
       September 30, 2019. Reported and adjusted consolidated gross profit as a percent of sales was 33.9% and 34.1% for the year ended September 30, 2019, respectively.


      (c) Acquisition and divestiture-related (gains) losses are included within Quick Lubes and International operating segment operating income. An acquisition-related gain of $4 million was recognized in International during the three months and year ended September 30, 2019. Acquisition-related losses of $2 million were
       recognized in Quick Lubes and a divestiture-related loss of $1 million was recognized in International during the year ended September 30, 2018.



     Valvoline Inc. and Consolidated Subsidiaries                                                                          Table 5



     
                INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)




                                                                        Three months ended       
             Year ended


                                                             
              September 30          
          September 30


                                                                 2019                    2018              2019       2018



     
                QUICK LUBES


             
              Lubricant sales (gallons)                   7.4                          6.6                   28.1         24.4


                        Premium lubricants (percent of U.S.        66.1                         62.9                   65.0         62.4
                         branded volumes)
                                                                      %                           %                     %           %


                        Gross profit as a percent of sales         39.1                         39.4                   39.1         40.1
                         (a) (b)
                                                                      %                           %                     %           %


                        Same-store sales growth - Company-          9.5                          6.9                    9.7          8.7
                         owned (c)
                                                                      %                           %                     %           %


                        Same-store sales growth -                  10.4                          8.1                   10.4          8.0
                         Franchised (c) (d)
                                                                      %                           %                     %           %


                        Same-store sales growth - Combined         10.0                          7.6                   10.1          8.3
                         (c) (d)
                                                                      %                           %                     %           %



     
                CORE NORTH AMERICA


             
              Lubricant sales (gallons)                  23.9                         24.9                   92.1         98.8


                        Premium lubricants (percent of U.S.        53.6                         49.5                   52.6         49.2
                         branded volumes)
                                                                      %                           %                     %           %


                        Gross profit as a percent of sales         33.5                         33.9                   33.0         35.9
                         (a) (b)
                                                                      %                           %                     %           %



     
                INTERNATIONAL


                        Lubricant sales (gallons) (e)              15.1                         15.1                   58.2         58.7


                        Lubricant sales (gallons), including
                         unconsolidated joint ventures (f)         24.7                         24.3                   99.0         98.7


                        Premium lubricants (percent of             27.1                         28.7                   28.2         27.4
                         lubricant volumes)
                                                                      %                           %                     %           %


                        Gross profit as a percent of sales         28.9                         28.4                   28.1         28.9
                         (a) (b)
                                                                      %                           %                     %           %




      (a)               Gross profit as a percent of sales is defined as sales, less cost
                         of sales, divided by sales.


      (b)               Pre-tax adjustments associated with business interruption
                         expenses are recorded in Cost of sales within each operating
                         segment. Reported gross profit as a percent of sales for the
                         three months and year ended September 30, 2019 is presented in
                         the table above. Adjusted gross profit as a percent of sales for
                         the three months and year ended September 30, 2019 was 39.1% for
                         Quick Lubes; 33.7% and 33.4%, respectively, for Core North
                         America; and 29.0% and 28.4%, respectively, for International.


      (c)               Valvoline determines same-store sales growth on a fiscal year
                         basis, with new stores excluded from the metric until the
                         completion of their first full fiscal year in operation.


      (d)               Valvoline franchisees are distinct legal entities and Valvoline
                         does not consolidate the results of operations of its
                         franchisees.


      (e)    
              Excludes volumes from unconsolidated joint ventures.


      (f)               Valvoline unconsolidated joint ventures are distinct legal
                         entities and Valvoline does not consolidate the results of
                         operations of its unconsolidated joint ventures.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                   
       Table 6



     
                QUICK LUBES STORE INFORMATION



     (Preliminary and unaudited)




                                                                    
              
      Company-owned


                                                               
             Fourth          
              Third     
           Second     
           First         
             Fourth
                                                                   Quarter                    Quarter           Quarter            Quarter                 Quarter
                                                                             2019                        2019               2019                2019                     2018




                            Beginning of
                             period                                           501                         483                471                 462                      451


                 
              Opened                                             12                           4                  7                   5                       11


                 
              Acquired                                            6                          13                  5


                            Net conversions between
                             company-owned and franchised                                                  1                                     4


                 
              Closed


                            End of period                                     519                         501                483                 471                      462




                                
              
                Franchised


                                                               
             Fourth          
              Third     
           Second     
           First         
             Fourth
                                                                   Quarter                    Quarter           Quarter            Quarter                 Quarter
                                                                             2019                        2019               2019                2019                     2018




                            Beginning of
                             period                                           851                         844                830                 780                      703


                 
              Opened                                             15                          11                 15                  24                        5


                 
              Acquired                                                                                                           31                       73


                            Net conversions between
                             company-owned and franchised                                                (1)                                  (4)


                 
              Closed                                                                       (3)               (1)                (1)                     (1)


                            End of period                                     866                         851                844                 830                      780




                            Total stores                                    1,385                       1,352              1,327               1,301                    1,242




                                                                     
              
      Express Care


                                                               
             Fourth          
              Third     
           Second     
           First         
             Fourth
                                                                   Quarter                    Quarter           Quarter            Quarter                 Quarter
                                                                             2019                        2019               2019                2019                     2018




                            Number of
                             locations at
                             end of period                                    307                         307                336                 337                      347



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                            Table 7



     
                RECONCILIATION OF NON-GAAP DATA - NET INCOME AND DILUTED EARNINGS PER SHARE



     (In millions, except per share data - preliminary and unaudited)




                                                                                                           Three months ended                   
        Year ended


                                                                                                  
              September 30                    
        September 30


                                                                                                      2019                            2018                         2019          2018




                   Reported net income                                 $
              27                               $
              45                          $
              208                $
      166


                                                                                Adjustments:


                                                                   Net pension and other
                                                                    postretirement plan expense           67                              30                           60


                                                                   Net legacy and separation-related
                                                                    expenses                                                                                        3            14


                                                                   Restructuring and related expenses
                                                                    (a)                                  2                                                          14


                                                                   Business interruption expenses (b)                                                                       6


                                                                   Acquisition and divestiture-
                                                                    related (gains) losses (a)          (4)                              1                          (4)            3


                                                                   Total adjustments,
                                                                    pre-tax                  65                               31                  79                          17


                                                                   Income tax expense of adjustments         (17)                           (13)                        (22)          (7)


                                                                   Income tax adjustments (c)                                           2                          (2)           78


                                                                   Total adjustments,
                                                                    after tax                48                               20                  55                          88


                   Adjusted net income                                 $
              75                               $
              65                          $
              263                $
      254




      Reported diluted earnings per share                            $
              0.14                             $
              0.23                         $
              1.10               $
      0.84


      Adjusted diluted earnings per share                            $
              0.40                             $
              0.34                         $
              1.39               $
      1.29




      Weighted average diluted common shares
       outstanding                                             189                             191                              189                 197




      (a)                                                          Pre-tax adjustments associated with restructuring and related expenses
                                                                    and certain acquisition-related losses were recorded in Selling,
                                                                    general and administrative expenses as reported within the Statements
                                                                    of Consolidated Income. Adjusted Selling, general and administrative
                                                                    expenses for the three months and year ended September 30, 2019 were
                                                                    $113 million and $435 million, respectively, and were $428 million for
                                                                    the year ended September 30, 2018. In addition, acquisition-related
                                                                    gains and divestiture-related losses were recorded in Equity and other
                                                                    income, net, as reported within the Statements of Consolidated Income.
                                                                    Adjusted Equity and other income, net, was $7 million and $36 million
                                                                    for the three months and year ended September 30, 2019, respectively,
                                                                    and were $5 million and $34 million for the three months and year ended
                                                                    September 30, 2018, respectively.


      (b)                                                          Pre-tax adjustments associated with business interruption expenses were
                                                                    recorded in Cost of sales as reported within the Statements of
                                                                    Consolidated Income in the three months and year ended September 30,
                                                                    2019. Adjusted Cost of sales for the twelve months ended September 30,
                                                                    2019 were $1,574 million.


      (c)                                                          Income tax adjustments in fiscal 2019 relate to Kentucky tax reform, and
                                                                    income tax adjustments in fiscal 2018 primarily relate to U.S. and
                                                                    Kentucky tax reform.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                                Table 8



     
                RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA



     (In millions - preliminary and unaudited)


                                                                                                                     Three months ended             
          Year ended


                                                                                                           
              September 30             
          September 30


                                                                                                                     2019                 2018                       2019                                   2018



     Adjusted EBITDA - Valvoline



     Net income                                                                                           $
              27                         $
          45                                    $
              208                 $
          166



     Add:


                                                        
              Income tax expense                                               1                     12                             57                       166


                                                                   Net interest and other financing
                                                                    expenses                                                       18                     18                             73                        63


                                                                   Depreciation and amortization                                   18                     15                             61                        54



     EBITDA                                                                                         64                             90                    399                            449



     Key items: (a)


                                                                   Net pension and other postretirement
                                                                    plan expense                                                   67                     30                             60                         -


                                                                   Net legacy and separation-related
                                                                    expenses                                                                                                            3                        14


                                                                   Restructuring and related expenses                               2                                                   14                         -


                                                                   Business interruption expenses                                                                                       6                         -


                                                                   Acquisition and divestiture-related
                                                                    (gains) losses                                                (4)                     1                            (4)                        3



     Adjusted EBITDA                                                                                     $
              129                        $
          121                                    $
              478                 $
          466





     Adjusted EBITDA - Quick Lubes



     Operating income                                                                                     $
              48                         $
          42                                    $
              178                 $
          153



     Add:


                                                                   Depreciation and amortization                                   10                      9                             36                        30



     EBITDA                                                                                         58                             51                    214                            183



     Key item: (a)


                                                                   Acquisition and divestiture-related
                                                                    losses                                                                                                                                       2



     Adjusted EBITDA                                                                                      $
              58                         $
          51                                    $
              214                 $
          185




      Adjusted EBITDA -Core North America



     Operating income                                                                                     $
              43                         $
          42                                    $
              152                 $
          172



     Add:


                                                                   Depreciation and amortization                                    5                      5                             18                        18



     EBITDA                                                                                         48                             47                    170                            190



     Key item: (a)


                                                                   Business interruption expenses                                                                                       4                         -



     Adjusted EBITDA                                                                                      $
              48                   47                              $
              174                           $
      190




                                                                                                                                                                         Table 8 (continued)




                                                                                                                     Three months ended             
          Year ended


                                                                                                           
              September 30             
          September 30


                                                                                                                     2019                 2018                       2019                                   2018



     Adjusted EBITDA - International



     Operating income                                                                                     $
              24                         $
          21                                     $
              85                  $
          84



     Add:


                                                                   Depreciation and amortization                                    3                      1                              7                         6



     EBITDA                                                                                         27                             22                     92                             90



     Key item: (a)


                                                                   Business interruption expenses                                                                                       2                         -


                                                                   Acquisition and divestiture-related
                                                                    (gains) losses                                                (4)                     1                            (4)                        1



     Adjusted EBITDA                                                                                      $
              23                         $
          23                                     $
              90                  $
          91




      Adjusted EBITDA -Unallocated and other



     Operating loss                                                                                      $
              (2)               
       $                                                $
              (17)                $
         (14)



     Add:


                                                                   Depreciation and amortization                                                                                                                 -


                                                                   Net pension and other postretirement
                                                                    plan income                                                  (67)                  (30)                          (60)                        -



     EBITDA                                                                                       (69)                          (30)                  (77)                          (14)



     Key items: (a)


                                                                   Net pension and other postretirement
                                                                    plan expense                                                   67                     30                             60                         -


                                                                   Net legacy and separation-related
                                                                    expenses                                                                                                            3                        14


                                                                   Restructuring and related expenses                               2                                                   14                         -



     Adjusted EBITDA                                                                      
              $                                 
       $                                
              $                             
      $




      (a)                                                          The tables above reconcile Quick Lubes, Core North America,
                                                                    International and Unallocated and other operating income (loss) and
                                                                    relevant other items reported below operating income (loss), as
                                                                    applicable, to EBITDA and Adjusted EBITDA.


      Valvoline Inc. and Consolidated
       Subsidiaries                                                                                                 Table 9


                   RECONCILIATION OF NON-GAAP DATA - FREE CASH FLOW


      (In millions -preliminary and
       unaudited)




                                                                                                   
           Year ended


                                                                                                  
           September 30



     Free cash flow (a)                                                           2019                                     2018


      Total cash flows provided by
       operating activities                                                               $
             325                                $
         320



     Adjustments:


                                                           Additions to property, plant
                                                            and equipment                                                 (108)              (93)



     Free cash flow                                                                      $
             217                                $
         227




                                                                                                                                 Fiscal
                                                                                                                                  year



     Free cash flow (a)                                                                                                2020
                                                                                                                       Outlook


      Total cash flows provided by
       operating activities                                                                              
              $320 - $330



     Adjustments:


                                                           Additions to property, plant                                                    (160 -
                                                            and equipment                                                                    170)



     Free cash flow                                                                                     
              $150 - $170




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

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SOURCE Valvoline Inc.